What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-29 · 236 added, 417 removed, 512 unchanged (56% of the section changed)

13 unchanged sentences

Phillips 66 is uniquely positioned as a leading integrated downstream energy provider operating with Midstream, Chemicals, Refining, Marketing and Specialties (M&S) and Renewable Fuels segments.

At September 30, 2025, we had total assets of $76.1 billion.

At March 31, 2026, we had total assets of $84.1 billion.

Our common stock trades on the New York Stock Exchange under the symbol PSX.

Executive Overview

In the third quarter of 2025, we reported earnings of $133 million and cash provided by operating activities of $1.2 billion.

During the quarter, we received $838 million from net debt borrowings, funded capital expenditures and investments of $541 million, paid $484 million of dividends to our common stockholders and repurchased $267 million of common stock.

We ended the third quarter of 2025 with $2 billion of cash and cash equivalents including cash classified within assets held for sale, and $5.2 billion of total committed capacity available under our credit facilities.

In the first quarter of 2026, we reported earnings of $207 million.

In response to the sharp increases in commodity prices and to preserve liquidity, we had net debt borrowings of $7.7 billion and increased our cash and cash equivalents by $4 billion.

We used available cash to fund operating activities of $2.3 billion, capital expenditures and investments of $582 million, dividend payments to common stockholders of $509 million and repurchases of our common stock of $269 million.

The use of cash in operating activities was primarily due to unfavorable net working capital impacts, which was primarily driven by an increase in inventory and higher accounts receivable, partially offset by higher accounts payable;

as well as, the funding of approximately $3 billion of cash collateral on derivative positions.

As of March 31, 2026, we had $5.2 billion of cash and cash equivalents and $0.8 billion of total committed capacity available under our credit facilities.

Strategic Priorities Update

In January 2025, we announced the next phase of priorities along with financial and operational initiatives through year-end 2027.

With these targets, the company is continuing to focus on creating shareholder value;

driving disciplined growth and returns;

and maintaining financial strength and flexibility.

We are focused on operational and cost reduction targets intended to drive world-class operations across our portfolio, while maintaining emphasis on growing our Midstream and Chemicals businesses.

• Shareholder Returns – We believe shareholder value is enhanced through, among other things, a secure, competitive and growing dividend, complemented by share repurchases.

Our financial target aims to return greater than 50% of net cash provided by operating activities to shareholders through share repurchases and dividends.

The 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.

• In April, July, and October 2025, our Board of Directors declared quarterly cash dividends of $1.20 per common share, reflecting our commitment to a secure, competitive and growing dividend.

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

With our new targets, 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.

In early 2025, we announced the next phase of the company’s strategic priorities along with financial and operational performance targets through year-end 2027.

These targets demonstrate the company’s continued focus on world-class operations;

disciplined growth and returns;

financial strength and flexibility and shareholder returns.

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

Optimizing utilization rates and product yield at our refineries through reliable and safe operations will enable us to capture the value available in the market in terms of prices and margins.

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.

• 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 average and continuing to improve our competitive cost structure.

• Disciplined Growth and Returns – A disciplined capital allocation process ensures we invest in projects that are expected to generate competitive returns.

• Disciplined Growth and Returns – A disciplined capital allocation process ensures we make investments that are expected to generate competitive returns.

Our strategy remains focused on growing our Midstream and Chemicals businesses.

Within our Midstream segment, we are primarily focused on maximizing the value of our fully integrated natural gas liquids (NGL) wellhead-to-market value chain.

• During 2025, we funded capital expenditures and investments of $1.6 billion and completed a Midstream acquisition of $2.2 billion.

This growth was achieved in part through $2.0 billion in proceeds from asset dispositions, including $1.2 billion from the sale of our 49% interest in Coop Mineraloel AG (Coop) and $853 million from DCP Midstream, LP’s (DCP LP) 25% ownership in Gulf Coast Express Pipeline LLC (GCX).

Also, in May 2025, we entered into a definitive agreement to divest 65% of our equity interest in our Germany and Austria retail marketing business (Germany and Austria Marketing) for expected cash proceeds of approximately $1.6 billion (1.5 billion Euros), subject to purchase price adjustments.

We expect to complete the Germany and Austria Marketing transaction in the fourth quarter of 2025, subject to customary closing conditions.

See Note 7—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information on the investment dispositions.

See Note 23—Assets Held for Sale, in the Notes to Consolidated Financial Statements for additional information.

• We will continue to evaluate future opportunities to rationalize our asset portfolio.

• 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 $1.1 billion of growth capital, primarily in our Midstream segment and additional capital related to consolidation of WRB as of October 1, 2025.

See Note 3—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

• We continued expansion of our Midstream NGL wellhead-to-market platform through acquiring all issued and outstanding equity interests in each of EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP (collectively referred to herein as Coastal Bend), together with their respective subsidiaries, which own various long haul natural gas liquids pipelines, fractionation facilities and distribution systems.

See Note 3—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

• Our financial targets through 2027 reflect our plans to organically grow our Midstream and Chemicals businesses, as well as maintain total annual capital expenditures and investments of approximately $2.5 billion, including capital related to consolidation of WRB as of October 1, 2025.

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

• Financial Strength and Flexibility – We use a variety of funding sources to support our liquidity requirements, including cash from operations, debt and proceeds from dispositions.

Our focus remains on protecting the stable cash generation from the Midstream and M&S businesses while balancing continued portfolio optimization.

• We are targeting reductions of total debt to $17 billion and to lower our debt to capital ratio.

Our focus remains on protecting the stable cash generation from the Midstream and M&S businesses while evaluating future opportunities to optimize our portfolio.

• We are targeting reductions of total debt to $17 billion and reductions of our debt-to-capital ratio by the end of 2027.

• Shareholder Returns – We believe shareholder value is enhanced through, among other things, a secure, competitive and growing dividend, complemented by share repurchases.

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

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.

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

Business Environment

Our Midstream segment includes our Transportation and natural gas liquids (NGL) businesses.

During March 2026, the business environment in which we operate was impacted by significant movements in commodity prices as a result of geopolitical events in the Middle East.

The global crude oil market quickly shifted into structural deficit and the disruption materially reduced crude oil and refined products from the markets, pushing benchmark crude oil prices at the end of the quarter above $100 per barrel.

In addition, natural gas, liquefied petroleum gas (LPG) and petrochemical markets have materially tightened.

While these impacts were most notable during the last month of the quarter, due to the uncertainty regarding duration, continued disruptions could materially impact our future results.

Below is a discussion of additional factors impacting our environment during the three months ended March 31, 2026 as compared to the same period of 2025.

Our Midstream segment includes our Transportation and NGL businesses.

Our Transportation business contains fee-based operations not directly exposed to commodity price risk.

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

The weighted-average NGL price was $0.60 per gallon during the third quarter of 2025, compared with $0.64 per gallon during the third quarter of 2024.

The Henry Hub natural gas price was $3.03 per million British thermal units (MMBtu) during the third quarter of 2025, compared with $2.09 per MMBtu during the third quarter of 2024.

The decrease in NGL prices was primarily due to increased supply, while the improvement in natural gas prices was due to increased liquified natural gas exports as U.S.

Our NGL business contains both fee-based operations and operations directly impacted by NGL and natural gas prices.

The weighted-average NGL price was $0.62 per gallon during the first quarter of 2026, compared with $0.74 per gallon during the first quarter of 2025.

The Henry Hub natural gas price was $4.87 per million British thermal units (MMBtu) during the first quarter of 2026, compared with $4.27 per MMBtu during the first quarter of 2025.

The decrease in NGL prices was primarily due to increased supply, while the increase in natural gas prices was due to increased liquified natural gas exports as U.S.

export infrastructure increases.

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The chemicals and plastics industry is mainly a commodity-based industry where the margins for key products are based on supply and demand, as well as cost factors.

The benchmark high-density polyethylene chain margin was 7.6 cents per pound in the third quarter of 2025, compared with 23.7 cents per pound in the third quarter of 2024.

The decrease was mainly due to higher ethane prices and industry oversupply driven by capacity additions.

The benchmark high-density polyethylene chain margin was 10.7 cents per pound in the first quarter of 2026, compared with 10.9 cents per pound in the first quarter of 2025.

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

Our Refining segment results are driven by several factors, including market crack spreads, refinery throughput, feedstock costs, product yields, turnaround activity and other operating costs.

Market crack spreads are used as indicators of refining margins and measure the difference between market prices for refined petroleum products and crude oil.

The composite 3:2:1 market crack spread for our business increased to an average of $23.64 per barrel during the third quarter of 2025, from an average of $16.50 per barrel during the third quarter of 2024.

The increase in the composite market crack spread was primarily driven by stronger year on year petroleum diesel demand, supported by low seasonal inventories.

The composite 3:2:1 market crack spread for our business increased to an average of $20.56 per barrel during the first quarter of 2026, from an average of $15.83 per barrel during the first quarter of 2025.

The increase in the composite market crack spread was primarily driven by stronger petroleum diesel demand, supported by low seasonal inventories, and geopolitical events reducing global product resupply.

The price of U.S.

benchmark crude oil, West Texas Intermediate (WTI) at Cushing, Oklahoma, decreased to an average of $65.03 per barrel during the third quarter of 2025, from an average of $75.19 per barrel during the third quarter of 2024, primarily due to increasing supply.

benchmark crude oil, West Texas Intermediate (WTI) at Cushing, Oklahoma, increased to an average of $71.98 per barrel during the first quarter of 2026, from an average of $71.46 per barrel during the first quarter of 2025.

The increase in crude oil prices was primarily driven by geopolitical events in the Middle East restricting global crude supply.

Results for our M&S segment depend largely on marketing fuel and lubricant margins and sales volumes of our refined products.

While marketing fuel and lubricant margins are primarily driven by market factors, largely determined by the relationship between supply and demand, marketing fuel margins, in particular, are influenced by trends in spot prices and, where applicable, retail prices for refined products in the regions and countries where we operate.

Our Renewable Fuels segment consists of the operations and assets of the Rodeo Renewable Energy Complex (Rodeo Complex) as well as the global activities to procure renewable feedstocks, manage certain regulatory credits, and market renewable fuels.

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

In addition, this segment includes global activities to procure renewable feedstocks, manage certain regulatory credits, and market renewable fuels.

Results for our Renewable Fuels segment are impacted by several factors, including the market price of renewable fuels, feedstock costs, throughput, operating costs and the value of certain regulatory credits, as well as other market factors, largely determined by the relationship between supply and demand.

RESULTS OF OPERATIONS

Unless otherwise indicated, discussion of results for the three and nine months ended September 30, 2025, is based on a comparison with the corresponding period of 2024.

Unless otherwise indicated, discussion of results for the three months ended March 31, 2026, is based on a comparison with the corresponding period of 2025.

Consolidated Results

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Millions of Dollars

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Three Months Ended March 31

Midstream $ 591 751

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Net income attributable to Phillips 66 $ 207 487

Net income attributable to Phillips 66 in the third quarter of 2025 was $133 million, compared with $346 million in the third quarter of 2024.

Net income attributable to Phillips 66 for the nine months ended September 30, 2025, was $1.5 billion, compared with $2.1 billion for the nine months ended September 30, 2024.

The decrease in net income attributable to Phillips 66 in the third quarter of 2025 was due to a before-tax impairment of $948 million on our equity investment in WRB Refining LP (WRB), accelerated depreciation for the Los Angeles Refinery, and lower equity earnings from CPChem.

These decreases were partially offset by improved realized refining margins, primarily driven by higher market crack spreads, lower legal accruals related to litigation with Propel Fuels, Inc.

(Propel Fuels) recorded in the M&S segment and higher refining volumes.

The decrease in net income attributable to Phillips 66 for the nine months ended September 30, 2025, was due to a before-tax impairment of $948 million on our equity investment in WRB, accelerated depreciation for the Los Angeles Refinery, and lower equity earnings from CPChem and WRB.

These decreases were partially offset by 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, lower legal accruals related to litigation with Propel Fuels and before-tax impairments recognized in 2024 related to certain crude oil processing and logistics assets in California and certain Midstream gathering and processing assets in Texas.

See Note 2—Restructuring for additional information regarding our plans to cease operations and begin idling the facilities at our Los Angeles Refinery, Note 7—Investments, Loans and Long-Term Receivables for additional information regarding the impairment of our equity investment in WRB and sale of our investment in Coop, Note 9—Impairments for additional information on 2024 impairments and Note 13—Contingencies and Commitments for additional information on ongoing litigation with Propel Fuels, in the Notes to Consolidated Financial Statements.

Net income attributable to Phillips 66 in the first quarter of 2026 was $207 million, compared with $487 million in the first quarter of 2025.

The decrease was primarily due to a before-tax gain of $1 billion associated with the sale of our investment in Coop Mineraloel AG (Coop) recognized in January 2025 in the M&S segment and lower U.S.

and international marketing fuel margins, mainly driven by commodity derivative activities.

These decreases were partially offset by higher realized refining margins during the first quarter of 2026 and $246 million of accelerated depreciation recorded in the first quarter of 2025 associated with the cessation of fuel production and idling of the Los Angeles Refinery.

The increase in realized refining margins was primarily due to higher market crack spreads and increased feedstock advantage, partially offset by higher Renewable Identification Number (RIN) costs and commodity derivative activities.

See Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the sale of our investment in Coop.

See Note 7—Properties, Plants and Equipment, in the Notes to Consolidated Financial Statements for additional information regarding accelerated depreciation.

See Note 13—Derivatives and Financial Instruments, in the Notes to Consolidated Financial Statements for additional information on commodity derivative activity.

See the “Segment Results” section for additional information on our segment results.

Statement of Income Analysis

Sales and other operating revenues decreased 3% and 10% for the three and nine months ended September 30, 2025, respectively.

Purchased crude oil and products decreased 6% and 12% for the three and nine months ended September 30, 2025, respectively.

The decreases in both line items for the three and nine months ended September 30, 2025, were due to lower prices for crude oil, NGL, and refined petroleum products, partially offset by higher volumes.

Equity in earnings of affiliates decreased 39% and 59% for the three and nine months ended September 30, 2025, respectively.

The decreases for both periods of 2025 were primarily attributable to lower equity earnings from CPChem, as well as lower equity earnings from sales of ownership interests in Coop and GCX which were both sold in January 2025.

The decrease for the three months ended September 30, 2025, was partially offset by improved WRB equity earnings, as a result of improved margins and utilization.

The decrease for the nine months ended September 30, 2025, was additionally impacted by lower equity earnings from WRB, as a result of decreased margins, and lower equity earnings from the sale of our ownership interest in Rockies Express Pipeline LLC (REX) in 2024.

See Note 7—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the sales of ownership interests in 2025.

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

Net gain on dispositions increased $766 million for the nine months ended September 30, 2025, primarily due to a before-tax gain of $1 billion associated with the sale of our investment in Coop in January 2025, recognized in the M&S segment.

This gain was 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 REX, as well as an unrealized loss of $74 million on foreign currency forward contracts entered into in connection with the pending divestiture of Germany and Austria Marketing.

See Note 7—Investments, Loans and Long-Term Receivables for additional information regarding the sale of Coop and Note 23—Assets Held for Sale for additional information on the Germany and Austria Marketing pending divestiture, in the Notes to Consolidated Financial Statements.

Other income increased $32 million and $72 million for the three and nine months ended September 30, 2025, respectively.

The increases for both periods of 2025 were primarily due to the recognition of Clean Fuel Production credits starting in 2025.

The increase for the nine months ended September 30, 2025, was partially offset by changes in the fair value of our investment in NOVONIX, as well as decreased interest income.

Operating expenses increased $196 million for the nine months ended September 30, 2025, primarily due to environmental expenses related to future groundwater mitigation plans at the Los Angeles Refinery, costs associated with the acquisition of Coastal Bend in April 2025, as well as higher compensation and utility expenses.

Selling, general and administrative expenses decreased 34% and 18% for the three and nine months ended September 30, 2025, respectively, primarily due to lower legal accruals related to litigation with Propel Fuels.

See Note 13—Contingencies and Commitments for additional information on ongoing litigation with Propel Fuels.

Depreciation and amortization increased 52% and 58% for the three and nine months ended September 30, 2025, respectively, primarily due to accelerated depreciation for the Los Angeles Refinery, as well as additional depreciation from the acquisition of Coastal Bend in April 2025.

See Note 2—Restructuring for information regarding our plans to cease operations and begin idling the facilities at our Los Angeles Refinery and Note 3—Business Combinations for information regarding the Coastal Bend acquisition, in the Notes to Consolidated Financial Statements.

Impairments increased $922 million and $562 million for the three and nine months ended September 30, 2025, respectively.

The increases for both periods of 2025 were due to the before-tax impairment of $948 million recognized in the third quarter of 2025 related to our equity investment in WRB.

The increase for the nine months ended September 30, 2025, was partially offset by 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 and a before-tax impairment of $224 million recognized in the second quarter of 2024 related to certain Midstream gathering and processing assets in Texas.

See Note 7—Investments, Loans and Long-Term Receivables for additional information regarding the impairment of our equity investment in WRB and Note 9—Impairments, in the Notes to Consolidated Financial Statements for additional information.

Taxes other than income taxes increased $168 million and $405 million for the three and nine months ended September 30, 2025, respectively.

The increases for both periods in 2025 were primarily driven by the expiration of the Biodiesel Blender Tax Credit as of December 31, 2024.

The increase for the nine months ended September 30, 2025, was also impacted by an increase in tariffs and customs duties.

Interest and debt expense increased 13% and 8% for the three and nine months ended September 30, 2025, respectively, primarily due to higher average debt balances.

Income tax expense decreased 27% and 32% for the three and nine months ended September 30, 2025, respectively, primarily due to lower income before income taxes.

Sales and other operating revenues increased 7% for the three months ended March 31, 2026, primarily due to higher refined petroleum product sales volumes, partially offset by losses from commodity derivative activity.

Purchased crude oil and products increased 6% for the three months ended March 31, 2026, primarily due to losses from commodity derivative activity and higher crude oil purchase volumes.

See Note 13—Derivatives and Financial Instruments, in the Notes to Consolidated Financial Statements for additional information.

Equity in earnings of affiliates increased 65% for the three months ended March 31, 2026.

The increase was primarily due to equity losses from WRB Refining LP (WRB) in the first quarter of 2025, compared to no equity earnings impact from WRB in the first quarter of 2026 after we acquired the remaining 50% equity interest in WRB on October 1, 2025.

See Note 2—Business Combinations, in the Notes to Consolidated Financial Statements for further details on the WRB acquisition.

Net gain on dispositions decreased $1 billion for the three months ended March 31, 2026, primarily due to 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.

See Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the sale of Coop.

Other income increased $148 million for the three months ended March 31, 2026, primarily driven by higher results from trading activities and increased sales of Clean Fuel Production credits.

Operating expenses increased $259 million for the three months ended March 31, 2026, primarily due to our acquisition of WRB in October 2025, partially offset by lower turnaround costs.

Depreciation and amortization decreased 29% for the three months ended March 31, 2026, primarily due to $246 million of accelerated depreciation recorded in the first quarter of 2025 associated with the cessation of fuel production and idling of the Los Angeles Refinery.

See Note 7—Properties, Plants and Equipment, in the Notes to Consolidated Financial Statements for additional information.

Interest and debt expense increased 29% for the three months ended March 31, 2026, primarily due to higher average debt balances.

Income tax expense decreased 66% for the three months ended March 31, 2026, primarily due to lower income before income taxes.

See Note 20—Income Taxes, in the Notes to Consolidated Financial Statements for information regarding our effective income tax rates.

Net income attributable to noncontrolling interests increased $63 million for the nine months ended September 30, 2025, due to improved results from DCP LP driven by before-tax impairments recognized in 2024 related to certain DCP LP gathering and processing assets in Texas, as well as impacts from the gain on sale of DCP LP’s equity investment in GCX in January 2025.

See Note 7—Investments, Loans and Long-Term Receivables and Note 9—Impairments, in the Notes to Consolidated Financial Statements for additional information.

Net income attributable to noncontrolling interests decreased $27 million for the three months ended March 31, 2026, due to impacts from the gain on sale of DCP Midstream, LP’s (DCP LP’s) e quity investment in Gulf Coast Express Pipeline LLC (GCX) recorded in January 2025.

See Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information.

Segment Results

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Three Months Ended March 31

Millions of Dollars

1 unchanged sentence

Transportation $ 247 243

NGL 503 390 1,500 920

Total Midstream $ 591 751

12 unchanged sentences

Includes 100% of DCP Midstream Class A Segment and Phillips 66’s direct interest in DCP Sand Hills and DCP Southern Hills.

The Midstream segment provides crude oil and refined petroleum product transportation, terminaling and processing services;

NGL production, transportation, storage, fractionation, processing, marketing and export services;

natural gas gathering, compressing, treating, processing, storage, transportation and marketing services;

and condensate recovery.

Results from our Midstream segment increased $53 million and $214 million for the three and nine months ended September 30, 2025, respectively.

Results from our Transportation business decreased $60 million and $366 million for the three and nine months ended September 30, 2025, respectively.

The decreases for both periods of 2025 were primarily due to the retirement of a rail rack at the Los Angeles Refinery and lower equity earnings primarily from Dakota Access, LLC.

Additionally, the decrease in the nine months ended September 30, 2025, was impacted by the sale of our ownership interest in REX in the second quarter of 2024.

Results from our NGL business increased $113 million and $580 million for the three and nine months ended September 30, 2025, respectively.

The increase in the three months ended September 30, 2025, is primarily due to results from the Coastal Bend operations, increased gathering and processing volumes and improved export margins.

The increase in the nine months ended September 30, 2025, is primarily related to a before-tax impairment charge associated with certain gathering and processing assets in Texas recognized in 2024, results from the Coastal Bend operations, and a before-tax gain from the sale of DCP LP’s ownership interest in GCX in January 2025.

In addition, the nine months ended September 30, 2025, reflected improved export margins and fewer weather-related impacts.

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

See Note 2—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

The Midstream segment provides crude oil and refined petroleum product transportation, terminaling and storage services;

as well as natural gas and NGL gathering, processing, transportation, fractionation, storage and marketing services.

In addition, this segment exports liquefied petroleum gas to global markets.

Results from our Midstream segment decreased $160 million for the three months ended March 31, 2026.

Results from our Transportation business for the three months ended March 31, 2026, were in line with results for the three months ended March 31, 2025.

Results from our NGL business decreased $164 million for the three months ended March 31, 2026, primarily related to a before-tax gain of $68 million recognized in the first quarter of 2025 on the sale of DCP LP’s ownership interest in GCX, as well as lower margins associated with customer recontracting and winter weather impacts.

See the “Executive Overview and Business Environment” section for information on market factors impacting this quarter’s results.

See Note 7—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the sales of ownership interests in 2025.

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

See Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the sale of DCP LP’s ownership interest in GCX in 2025.

Three Months Ended March 31

Millions of Dollars

11 unchanged sentences

Unless otherwise noted, amounts referenced below reflect our net 50% interest in CPChem.

Results from the Chemicals segment decreased $166 million and $460 million for the three and nine months ended September 30, 2025, respectively, primarily due to decreased polyethylene margins, mostly driven by lower sales prices.

Results from the Chemicals segment for the three months ended March 31, 2026, were in line with results for the three months ended March 31, 2025;

however, market conditions impacted the Chemicals segment in the 2026 period.

The increase in the three months ended March 31, 2026, was primarily due to higher ethylene sales volumes, which were largely offset by reduced margins.

The decrease in margins was driven by lower sales prices, partially offset by an inventory adjustment.

See the “Executive Overview and Business Environment” section for information on market factors impacting CPChem’s results.

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Three Months Ended March 31

Millions of Dollars

18 unchanged sentences

Worldwide 10.11 6.81

* Includes our proportional share of our equity method investment in WRB through September 30, 2025.

Beginning on October 1, 2025, 100% of Borger Refinery and Wood River Refinery are included in consolidated results.

** See the “Non-GAAP Reconciliations” section for a reconciliation of this non-GAAP measure to the most directly comparable measure under generally accepted accounting principles in the United States (GAAP), income (loss) before income taxes per barrel.

On September 9, 2025, we entered into a definitive agreement to acquire the remaining 50% ownership interest in WRB from subsidiaries of Cenovus Energy Inc.

The transaction closed on October 1, 2025, for total cash consideration of $1.3 billion, subject to post-closing adjustments.

On October 1, 2025, we acquired the remaining 50% ownership interest in WRB from subsidiaries of Cenovus Energy Inc.

See Note 2—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

In October 2024, we announced our intention to cease operations and begin idling the facilities at our Los Angeles Refinery in the fourth quarter of 2025.

In the third quarter of 2025, we began the permitting processes for new uses at the Los Angeles Refinery.

See Note 2—Restructuring, in the Notes to Consolidated Financial Statements for additional information.

In early 2024, we ceased crude operations at the San Francisco Refinery as part of the conversion of the refinery into the Rodeo Complex.

In the fourth quarter of 2025, we ceased fuel production at our Los Angeles Refinery and effective in the first quarter of 2026, activities associated with the decommissioning and redevelopment of our idled Los Angeles Refinery site are included in Corporate and Other.

See Note 7—Properties, Plants and Equipment, in the Notes to Consolidated Financial Statements for additional information.

Thousands of Barrels Daily

Three Months Ended

September 30 Nine Months Ended

Three Months Ended March 31

Operating Statistics 2026 2025

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Refinery production 765 542

West Coast***

Crude oil capacity 105 244

7 unchanged sentences

* Includes our share of equity affiliates.

** Includes our proportional share of our equity method investment in WRB through September 30, 2025.

Beginning on October 1, 2025, 100% of Borger Refinery and Wood River Refinery are included in consolidated results.

See Note 2—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

*** In the fourth quarter 2025, we ceased fuel production and began idling the facilities at our Los Angeles Refinery, and the associated crude oil capacity is excluded from the statistics above beginning on October 1, 2025.

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

Results from our Refining segment decreased $410 million and $1,506 million for the three and nine months ended September 30, 2025, respectively.

The decrease in the three months ended September 30, 2025, was primarily driven by a before-tax impairment of $948 million related to our equity investment in WRB and accelerated depreciation for the Los Angeles Refinery, partially offset by improved realized margins and higher volumes.

The increase in realized margins was primarily due to higher market crack spreads, partially offset by lower product differentials and unfavorable inventory hedging impacts.

The decrease in the nine months ended September 30, 2025, was primarily driven by a before-tax impairment of $948 million related to our equity investment in WRB and accelerated depreciation for the Los Angeles Refinery.

Our worldwide refining crude oil capacity utilization rate was 99% and 93% for the three and nine months ended September 30, 2025, respectively, compared with 94% and 95% in the three and nine months ended September 30, 2024, respectively.

The increase for the three months ended September 30, 2025, was primarily due to fewer weather-related impacts, as well as lower turnaround activity.

The decrease for the nine months ended September 30, 2025, was primarily due to higher turnaround activity.

Results from our Refining segment increased $1,145 million for the three months ended March 31, 2026.

The increase in the three months ended March 31, 2026, was primarily driven by improved realized margins and $246 million of accelerated depreciation recorded in the first quarter of 2025 associated with the cessation of fuel production and idling of the Los Angeles Refinery.

The increase in realized margins was primarily due to higher market crack spreads and increased feedstock advantage.

These increases are partially offset by higher RIN costs and impacts of commodity derivative activities.

See Note 13—Derivatives and Financial Instruments, in the Notes to Consolidated Financial Statements for additional information on commodity derivative activity.

Our worldwide refining crude oil capacity utilization rate was 95% and 80% for the three months ended March 31, 2026, and 2025, respectively.

The increase for the three months ended March 31, 2026, was primarily due to lower turnaround activity.

See the “Executive Overview and Business Environment” section for information on market factors impacting this quarter’s results.

Marketing and Specialties

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Three Months Ended March 31

Millions of Dollars

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Distillates 2.92 2.54

* On third-party branded petroleum product sales, excluding excise taxes.

* On third-party branded petroleum product sales.

Thousands of Barrels Daily

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Distillates 916 906

Other 42 51 50 50

2,375 2,294 2,286 2,318

The M&S segment purchases for resale and markets refined products, mainly in the United States and Europe.

In addition, this segment includes the manufacturing and marketing of base oils and lubricants.

Results from the M&S segment increased $273 million and $1,345 million for the three and nine months ended September 30, 2025, respectively.

The increases for both periods of 2025 were due to an accrual of $605 million recorded during the third quarter of 2024 related to litigation with Propel Fuels, compared with an accrual of $241 million recorded during the third quarter of 2025 related to the same matter.

The increase in the three months ended September 30, 2025, was partially offset by lower U.S.

marketing fuel margins.

The increase in the nine months ended September 30, 2025, was additionally impacted by a before-tax gain of $1 billion associated with the sale of our investment in Coop, higher U.S.

and international marketing fuel margins, partially offset by a before-tax aggregate unrealized loss on foreign currency forward contracts entered into in connection with the Germany and Austria Marketing pending divestiture.

See Note 7—Investments, Loans and Long-Term Receivables for additional information regarding the sale of Coop, Note 13—Contingencies and Commitments for additional information regarding the Propel Fuels litigation and Note 23—Assets Held for Sale for additional information related to the Germany and Austria Marketing pending divestiture, in the Notes to Consolidated Financial Statements.

Results from the M&S segment decreased $1.4 billion for the three months ended March 31, 2026.

The decrease was primarily due to a before-tax gain of $1 billion associated with the sale of our investment in Coop recognized in January 2025, as well as lower U.S.

and international marketing fuel margins, mainly driven by commodity derivative activities.

See Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding the sale of Coop.

See Note 13—Derivatives and Financial Instruments, in the Notes to Consolidated Financial Statements for additional information on commodity derivative activity.

See the “Executive Overview and Business Environment” section for information on marketing fuel margins and other market factors impacting this quarter’s results.

Renewable Fuels

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Three Months Ended March 31

Millions of Dollars

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In addition, this segment includes the global activities to procure renewable feedstocks, manage certain regulatory credits and market renewable fuels.

Results from the Renewable Fuels segment increased $73 million and decreased $135 million for the three and nine months ended September 30, 2025, respectively.

The increase in the three months ended September 30, 2025, was primarily due to improved margins driven by optimized feedstock volumes and higher international credits, partially offset by unfavorable inventory impacts.

The decrease in the nine months ended September 30, 2025, was primarily driven by decreased margins as a result of increased feedstock volumes, unfavorable inventory impacts, partially offset by increased credit production.

Results from the Renewable Fuels segment increased $144 million for the three months ended March 31, 2026.

The increase was primarily due to higher renewable product pricing and credit generation.

These increases were partially offset by commodity derivative activities and lower product sales volumes.

See Note 13—Derivatives and Financial Instruments, in the Notes to Consolidated Financial Statements for additional information on commodity derivative activity.

See the “Executive Overview and Business Environment” section for information on market factors impacting this quarter’s results.

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Millions of Dollars

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Three Months Ended March 31

Loss Before Income Taxes

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Net interest expense consists of interest and financing expense, net of interest income and capitalized interest.

Corporate overhead and other includes general and administrative expenses, technology costs, environmental costs associated with sites no longer in operation, foreign currency transaction gains and losses and other costs not directly associated with an operating segment.

Corporate overhead and other includes general and administrative expenses, technology costs, environmental costs associated with sites no longer in operation, restructuring costs related to our business transformation, foreign currency transaction gains and losses and other costs not directly associated with an operating segment.

Effective in the first quarter of 2026, activities associated with the decommissioning and redevelopment of our idled Los Angeles Refinery site are also included in corporate overhead and other.

Corporate and Other also includes the change in the fair value of our investment in NOVONIX.

See Note 14—Fair Value Measurements, in the Notes to Consolidated Financial Statements for additional information regarding our investment in NOVONIX.

Net interest expense increased $34 million and $65 million for the three and nine months ended September 30, 2025, respectively, primarily due to higher average debt balances.

Corporate overhead and other costs increased $105 million for the nine months ended September 30, 2025, primarily due to higher depreciation expense associated with information technology assets as well as higher advisory fees recorded during the second quarter of 2025 related to proxy solicitation services.

Net interest expense increased $68 million for the three months ended March 31, 2026, primarily due to higher average debt balances.

Corporate overhead and other costs increased $13 million for the three months ended March 31, 2026, primarily due to costs associated with the decommissioning and redevelopment of our idled Los Angeles Refinery site and higher employee-related expenses.

These were partially offset by lower depreciation expense associated with information technology assets and charges associated with canceled projects, both recorded in the first quarter of 2025.

CAPITAL RESOURCES AND LIQUIDITY

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Percent of floating-rate debt to total debt 29% 2

* Excludes $105 million of “Cash and cash equivalents” included in “Assets held for sale” on our consolidated statement of income as of September 30, 2025.

* Capital includes total debt and total equity.

To meet our short- and long-term liquidity requirements, we use a variety of funding sources but rely primarily on cash generated from operating activities and debt financing.

During the first nine months of 2025, we generated $2.2 billion of cash from operations.

We received proceeds from asset dispositions of $2 billion and received $2 billion from net debt borrowings.

We funded capital expenditures and investments of $1.6 billion and an acquisition of $2.2 billion, net of cash acquired.

Additionally, we paid $933 million to repurchase shares of our common stock and paid $1.4 billion of dividends to our common stockholders.

During the first nine months of 2025, cash and cash equivalents, including cash classified within assets held for sale, increased by $212 million.

During the first three months of 2026, we had net debt borrowings of $7.7 billion and increased cash and cash equivalents by $4 billion.

We used cash to fund operating activities of $2.3 billion, capital expenditures and investments of $582 million, paid $509 million of dividends to our common stockholders, and repurchased $269 million of our common stock.

At this time, we believe that our cash on hand, as well as the sources of liquidity described herein, will be sufficient to fund our obligations over the short- and long-term.

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Operating Activities

During the first nine months of 2025, cash generated by operating activities was $2.2 billion, compared with $3 billion for the first nine months of 2024.

The decrease was primarily due to unfavorable working capital impacts.

During the first three months of 2026, net cash used in operating activities was $2.3 billion, compared with net cash provided by operating activities of $187 million for the first three months of 2025.

The decrease was primarily due to unfavorable working capital impacts, mostly driven by an increase in inventory and higher accounts receivable as well as funding of approximately $3 billion of cash collateral on derivative positions, largely due to a sharp increase in commodity prices during the quarter.

These decreases in working capital were partially offset by higher accounts payable.

Our short- and long-term operating cash flows are highly dependent upon refining and marketing margins, NGL prices and chemicals margins.

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Our operating cash flows are also impacted by distribution decisions made by our equity affiliates.

During the first nine months of 2025, cash from operations included aggregate distributions of $783 million from our equity affiliates, while cash from operations during the first nine months of 2024 included aggregate distributions of $1,045 million from our equity affiliates.

During the first three months of 2026, cash from operations included aggregate distributions of $166 million from our equity affiliates, while cash from operations during the first three months of 2025 included aggregate distributions of $273 million from our equity affiliates.

We cannot control the amount of future dividends from equity affiliates;

therefore, future dividend payments by these equity affiliates are not assured.

Debt Issuances

On September 18, 2025, Phillips 66 Company, a wholly owned subsidiary of Phillips 66, issued $2 billion aggregate principal amount of junior subordinated notes that are fully and unconditionally guaranteed by Phillips 66.

The junior subordinated notes issuance consisted of:

• $1 billion aggregate principal amount of 5.875% Series A Junior Subordinated Notes due 2056 (Series A 2056 Notes).

• $1 billion aggregate principal amount of 6.200% Series B Junior Subordinated Notes due 2056 (Series B 2056 Notes).

Interest on the Series A 2056 Notes and Series B 2056 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2026.

The Series A 2056 Notes will bear interest at 5.875% per year until March 15, 2031.

The interest rate will reset every five years beginning on March 15, 2031, to equal the then-current five-year U.S.

Treasury rate plus a spread of 2.283%, provided that the interest rate will not reset below 5.875%.

The Series B 2056 Notes will bear interest at 6.200% per year until March 15, 2036.

The interest rate will reset every five years beginning on March 15, 2036, to equal the then-current five-year U.S.

Treasury rate plus a spread of 2.166%, provided that the interest rate will not reset below 6.200%.

We may defer interest payments on the Series A 2056 Notes and Series B 2056 Notes on one or more occasions for up to 10 consecutive years per deferral period.

If interest payments on the Series A 2056 Notes or Series B 2056 Notes are deferred, we may not, subject to certain limited exceptions, declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of our capital stock during the deferral period.

Also, during the deferral period, we may not (i) pay any principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of Phillips 66 or Phillips 66 Company that rank equally with, or junior to, the Series A 2056 Notes and Series B 2056 Notes, respectively, in right of payment or (ii) make any payments with respect to any guarantee by Phillips 66 or Phillips 66 Company of indebtedness if the guarantee ranks equally with or junior to the Series A 2056 Notes or Series B 2056 Notes, respectively, in right of payment.

On September 11, 2024, Phillips 66 Company, a wholly owned subsidiary of Phillips 66, issued $1.8 billion aggregate principal amount of senior unsecured notes that are fully and unconditionally guaranteed by Phillips 66.

The senior unsecured notes issuance consisted of:

• $600 million aggregate principal amount of 5.250% Senior Notes due 2031 (Additional 2031 Notes).

• $600 million aggregate principal amount of 4.950% Senior Notes due 2035 (2035 Notes).

• $600 million aggregate principal amount of 5.500% Senior Notes due 2055 (2055 Notes).

Interest on the Additional 2031 Notes is payable semi-annually on June 15 and December 15 of each year and commenced on December 15, 2024.

Interest on the 2035 Notes and 2055 Notes is payable semi-annually on March 15 and September 15 of each year and commenced on March 15, 2025.

On February 28, 2024, Phillips 66 Company, a wholly owned subsidiary of Phillips 66, issued $1.5 billion aggregate principal amount of senior unsecured notes that are fully and unconditionally guaranteed by Phillips 66.

The senior unsecured notes issuance consisted of:

• $600 million aggregate principal amount of 5.250% Senior Notes due 2031 (2031 Notes).

• $400 million aggregate principal amount of 5.300% Senior Notes due 2033 (Additional 2033 Notes).

• $500 million aggregate principal amount of 5.650% Senior Notes due 2054 (2054 Notes).

Interest on the 2031 Notes and 2054 Notes is payable semi-annually on June 15 and December 15 of each year and commenced on June 15, 2024.

Interest on the Additional 2033 Notes is payable semi-annually on June 30 and December 30 of each year and commenced on June 30, 2024.

Discharge of Senior Notes

On September 20, 2024, we extinguished (i) the remaining $441 million outstanding principal amount of Phillips 66 Company’s 3.605% Senior Notes due February 2025 (2025 P66 Co Notes), and (ii) the remaining $650 million outstanding principal amount of Phillips 66’s 3.850% Senior Notes due April 2025 (the 2025 PSX Notes, and together with the 2025 P66 Co Notes, the Discharged Notes), whereby we irrevocably transferred a total of $1,100 million in

government obligations to the trustee of the 2025 P66 Co Notes and the 2025 PSX Notes.

The cash paid to purchase the government obligations is included within investing cash flows on our consolidated statement of cash flows.

These government obligations yielded sufficient principal and interest over their remaining term to permit the trustee to satisfy the remaining principal and interest due on the Discharged Notes on the applicable maturity dates.

On September 20, 2024, Phillips 66 and Phillips 66 Company ceased to be the primary obligors under the Discharged Notes.

The transfer of the government obligations to the trustee was accounted for as a transfer of financial assets.

If the trustee was unable to apply the government obligations to fund the remaining principal and interest payments on the Discharged Notes, then the Company’s obligations under the Indenture with respect to the Discharged Notes would have been revived and reinstated.

We deemed the likelihood of such event to be remote with no impact to the legal isolation of the assets.

Accordingly, the Discharged Notes and the government obligations were derecognized on our balance sheet at December 31, 2024.

For the three and nine months ended September 30, 2024, we recognized an immaterial gain on the extinguishment of this debt.

Term Loan Agreement

On March 18, 2026 (the Term Loan Closing Date), Phillips 66 Company entered into a 364-day, $2.25 billion term loan agreement guaranteed by Phillips 66 (the Term Loan Agreement).

The Term Loan Agreement provides for a single borrowing on the Term Loan Closing Date and matures 364 days after the Term Loan Closing Date.

The Term Loan Agreement contains customary covenants similar to those contained in our revolving credit agreement, including a maximum consolidated net debt-to-capitalization ratio of 65% as of the last day of each fiscal quarter.

The Term Loan Agreement has customary events of default, such as nonpayment of principal when due;

nonpayment of interest, fees or other amounts after grace periods;

and violation of covenants.

We may at any time prepay outstanding borrowings under the Term Loan Agreement, in whole or in part, without premium or penalty.

Outstanding borrowings under the Term Loan Agreement bear interest at either:

(a) the term Secured Overnight Financing Rate (SOFR) in effect from time to time plus an applicable margin of 1.100%;

or (b) the reference rate (as described in the Term Loan Agreement) plus an applicable margin of 0.100%.

At March 31, 2026, the entire $2.25 billion was borrowed under the Term Loan Agreement, which matures in March 2027.

Accounts Receivable Securitization

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Under the Receivables Securitization Facility, Phillips 66 Company sells or contributes on an ongoing basis, certain of its receivables, together with related security and interests in the proceeds thereof, to its wholly owned subsidiary, Phillips 66 Receivables LLC (P66 Receivables), a consolidated and bankruptcy-remote special purpose entity created for the sole purpose of transacting under the Receivables Securitization Facility.

On April 1, 2025, Phillips 66 Company amended the Receivables Securitization Facility to, among other things, increase the maximum size of the Receivables Securitization Facility from $500 million to $1 billion.

On September 29, 2025, Phillips 66 Company amended the Receivables Securitization Facility to, among other things, increase the maximum size of the Receivables Securitization Facility from $1 billion to $1.25 billion and extend the term of the facility through September 28, 2026.

Under the amended Receivables Securitization Facility, P66 Receivables may borrow and incur indebtedness from, and/or sell certain accounts receivable in an amount not to exceed $1.25 billion in the aggregate, and will secure its obligations with a pledge of undivided interests in such accounts receivable, together with related security and interests in the proceeds thereof, to PNC Bank, National Association, as Administrative Agent, for the benefit of the secured parties thereunder.

Accounts outstanding under the Receivables Securitization Facility accrue interest at an adjusted term Secured Overnight Financing Rate (SOFR) plus the applicable margin.

In all instances, Phillips 66 Company retains the servicing of the accounts receivable transferred.

Sales of accounts receivable under the Receivables Securitization Facility meet the sale criteria under ASC 860, Transfers and Servicing and are derecognized from the consolidated balance sheet.

During 2025, Phillips 66 Company amended the Receivables Securitization Facility to, among other things, increase the maximum size of the Receivables Securitization Facility to $1.25 billion and extend the term of the facility through September 28, 2026.

On March 13, 2026, Phillips 66 Company amended the Receivables Securitization Facility to, among other things, increase the maximum size of the Receivables Securitization Facility from $1.25 billion to $1.75 billion and permit P66 Receivables to request a future increase in the maximum facility size to up to $2.0 billion.

Under the amended Receivables Securitization Facility, P66 Receivables may borrow and incur indebtedness from, and/or sell certain accounts receivable in an amount not to exceed $1.75 billion in the aggregate, and will secure its obligations with a pledge of undivided interests in such receivables, together with related security and interests in the proceeds thereof, to PNC Bank, National Association, as Administrative Agent, for the benefit of the secured parties thereunder.

Accounts receivable outstanding under the Receivables Securitization Facility accrue interest at an adjusted term SOFR plus the applicable margin.

In all instances, Phillips 66 Company retains the servicing of the accounts receivables transferred.

Accounts receivable sold under the Receivables Securitization Facility meet the sale criteria under ASC 860, Transfers and Servicing, and are derecognized from the consolidated balance sheet.

P66 Receivables guarantees payment, in full, for accounts receivable sold to the purchasers.

For the three months ended September 30, 2025, we sold $160 million of accounts receivable for cash proceeds under the Receivables Securitization Facility.

For the nine months ended September 30, 2025, we sold $593 million in accounts receivable in exchange for cash proceeds of $290 million, and a $303 million reduction in our borrowings under the Receivables Securitization Facility was recognized as a non-cash financing transaction.

We recognized immaterial charges associated with the transfer of financial assets, which are included as a component within the line item “Selling, general and administrative expense” on our consolidated statement of income during the three and nine months ended September 30, 2025.

At September 30, 2025, we had utilized $160 million of the $1.25 billion capacity on our Receivable Securitization Facility from sold accounts receivable not yet remitted to the Administrative Agent.

We had no outstanding borrowings under the Receivable Securitization Facility at September 30, 2025.

At December 31, 2024, we had utilized the full $500 million capacity of our Receivables Securitization Facility from $125 million of sold accounts receivable not yet remitted to the Administrative Agent and $375 million of outstanding borrowings.

The outstanding borrowings at December 31, 2024, were secured by approximately $4.6 billion of accounts receivable held by P66 Receivables at December 31, 2024, which are included within the “Accounts and notes receivable” line item on our consolidated balance sheet.

For the three months ended March 31, 2026, we sold $264 million of accounts receivable in exchange for a $264 million reduction in our borrowings under the Receivables Securitization Facility, which was recognized as a non-cash financing transaction.

For the three months ended March 31, 2025, we sold $130 million of accounts receivables for cash proceeds under the Receivables Securitization Facility.

We recognized immaterial charges associated with the transfers of financial assets, which are included as a component within the line item “Selling, general and administrative expense” on our consolidated statement of income, during the three months ended March 31, 2026 and 2025.

Borrowings under the Receivables Securitization Facility are recognized as short-term debt on the consolidated balance sheet.

Borrowings are secured by the accounts receivable, held by P66 Receivables, which remain reported as accounts receivable on the consolidated balance sheet.

At March 31, 2026, and December 31, 2025, we had outstanding borrowings of $384 million and $200 million, respectively.

These borrowings were secured by accounts receivable held by P66 Receivables of $5.4 billion and $4.4 billion as of March 31, 2026, and December 31, 2025, respectively, which are included within the “Accounts and notes receivable” line item on our consolidated balance sheet.

At March 31, 2026, we had utilized $650 million of the $1.75 billion capacity of the Receivables Securitization Facility from $266 million of sold accounts receivable not yet remitted to the Administrative Agent and $384 million of outstanding borrowings.

At December 31, 2025, we had utilized $367 million of the $1.25 billion capacity of the Receivables Securitization Facility from $167 million of sold accounts receivable not yet remitted to the Administrative Agent and $200 million of outstanding borrowings.

Accounts Receivable Factoring

In addition to the Receivables Securitization Facility, discussed in Note 9—Debt, the Company maintains other accounts receivable factoring facilities with various financial institutions that enable the Company to sell certain eligible accounts receivable to these financial institutions on a non-recourse basis in which we retain the servicing of the accounts receivable transferred.

Sales of accounts receivable under these facilities meet the sale criteria under ASC 860, Transfers and Servicing, and are derecognized from the consolidated balance sheet.

Cash receipts from the sale of accounts receivable, received at the time of sale, are classified as cash flows from operating activities.

For the three months ended March 31, 2026, we sold $330 million of accounts receivable for cash proceeds under these facilities.

We recognized immaterial charges associated with these transfers, which are included as a component within the line item “Selling, general and administrative expense” on our consolidated statement of income for the three months ended March 31, 2026.

We had $292 million and $195 million of sold accounts receivable uncollected as of March 31, 2026 and December 31, 2025, respectively, and these amounts were derecognized from our consolidated balance sheet.

Credit Facilities and Commercial Paper

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We may at any time prepay outstanding borrowings, in whole or in part, without premium or penalty.

At September 30, 2025, $200 million of borrowings were outstanding under the 2025 Uncommitted Facility.

On March 26, 2026, Phillips 66 amended the 2025 Uncommitted Facility to increase the capacity by $100 million.

At March 31, 2026, the entire $300 million was outstanding, while at December 31, 2025, no borrowings were outstanding under the 2025 Uncommitted Facility.

On June 25, 2024, we entered into a $400 million uncommitted credit facility (the 2024 Uncommitted Facility) with Phillips 66 Company as the borrower and Phillips 66 as the guarantor.

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We may at any time prepay outstanding borrowings, in whole or in part, without premium or penalty.

At September 30, 2025, and December 31, 2024, $400 million of borrowings were outstanding under the 2024 Uncommitted Facility.

At March 31, 2026, and December 31, 2025, no borrowings were outstanding under the 2024 Uncommitted Facility.

On February 28, 2024, we entered into a new $5 billion revolving credit agreement (the Facility) with Phillips 66 Company as the borrower and Phillips 66 as the guarantor and a scheduled maturity date of February 28, 2029.

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The pricing levels for the commitment fee and interest-rate margins are determined based on the ratings in effect for our senior unsecured long-term debt from time to time.

At September 30, 2025, and December 31, 2024, no amount had been drawn under the Facility.

At March 31, 2026, and December 31, 2025, no amount had been drawn under the Facility.

Phillips 66 also has a $5 billion uncommitted commercial paper program for short-term working capital needs that is supported by the Facility.

Commercial paper maturities are contractually limited to less than one year.

At September 30, 2025, we had $897 million borrowings outstanding under this program, while at December 31, 2024, $435 million of commercial paper had been issued under this program.

DCP Midstream Class A Segment

On March 15, 2024, DCP LP terminated its $1.4 billion credit facility and its accounts receivable securitization facility that previously provided for up to $350 million of borrowing capacity.

In conjunction with the termination of these facilities, DCP LP repaid $25 million in borrowings outstanding under its $1.4 billion credit facility and $350 million of borrowings outstanding under its accounts receivable securitization facility during the three months ended March 31, 2024.

At March 31, 2026, we had $5 billion borrowings outstanding under this program, while at December 31, 2025, $200 million of commercial paper had been issued under this program.

Total Committed Capacity Available

At September 30, 2025, and December 31, 2024, we had approximately $5.2 billion and $4.6 billion, respectively, of total committed capacity available under the credit facilities described above.

Pending Marketing Divestiture

On May 15, 2025, we entered into a definitive agreement to divest 65% of our equity interest in Germany and Austria Marketing for expected pre-tax cash proceeds of approximately $1.6 billion (1.5 billion Euros), subject to purchase price adjustments for working capital and certain long-term liabilities on the closing date.

We will retain a 35% non-operating equity interest in Germany and Austria Marketing through a joint venture, which will be formed prior to the closing of the transaction.

We expect to close this transaction in the fourth quarter of 2025, subject to customary closing conditions.

See Note 23—Assets Held for Sale in the Notes to Consolidated Financial Statements for additional information.

At March 31, 2026, and December 31, 2025, we had approximately $0.8 billion and $5.7 billion, respectively, of total committed capacity available under the credit facilities described above.

At March 31, 2026, and December 31, 2025, we had $6 billion and $6.8 billion of total liquidity, respectively, including cash and cash equivalents and total committed capacity available under credit facilities.

Although our total liquidity remained strong, given the uncertainty from geopolitical events in the Middle East during the first quarter of 2026 we shifted to prioritizing cash and cash equivalents over committed capacity available under credit facilities.

Investment Dispositions

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See Note 6—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information regarding investment dispositions.

Availability of Debt Financing

In September 2025, Moody’s Ratings announced a long-term credit rating change for the company to Baa1 from A3 and affirmed the P-2 rating assigned to the company’s commercial paper program.

The outlook has been changed to stable from negative.

Standard & Poor’s currently rates the company’s long-term debt at BBB+ with a stable outlook and commercial paper at A-2.

Both agencies’ ratings are considered investment grade.

Failure to maintain investment grade ratings could prohibit us from accessing the commercial paper market.

However, a rating downgrade by one or both rating agencies would not trigger an automatic default under any of our corporate debt and we would expect to maintain access to funds under our existing liquidity facilities.

Off-Balance Sheet Arrangements

Lease Residual Value Guarantees

Under the operating lease agreement on our headquarters facility in Houston, Texas, we had the option at the end of the existing lease term to request to renew the lease, purchase the facility or assist the lessor in marketing it for resale.

In September 2025, we amended and extended the lease term to September 2030.

Under the new operating lease agreement, we have a residual value guarantee with a maximum potential future exposure of $404 million at September 30, 2025.

We also have residual value guarantees associated with railcar, airplane and truck leases with maximum potential future exposures totaling $174 million.

Under the operating lease agreement for our headquarters facility in Houston, Texas, we have the option, at the end of the lease term in September 2030, to request to renew the lease, purchase the facility or assist the lessor in marketing it for resale.

This agreement includes a residual value guarantee with a maximum potential future exposure of $404 million at March 31, 2026.

In addition, we have residual value guarantees associated with railcar, airplane and truck leases with maximum potential future exposures totaling $176 million.

These leases have remaining terms of one to ten years.

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In 2020, the trial court presiding over litigation brought by the Standing Rock Sioux Tribe (the Tribe) ordered the U.S.

Army Corps of Engineers (USACE) to prepare an Environmental Impact Statement (EIS) addressing an easement under Lake Oahe in North Dakota.

The trial court later vacated the easement.

Although the easement is vacated, the USACE has no plans to stop pipeline operations while it proceeds with the EIS, and the Tribe’s request for a shutdown was denied in May 2021.

In June 2021, the trial court dismissed the litigation entirely.

Once the EIS is completed, new litigation or challenges may be filed.

In February 2022, the U.S.

Supreme Court (the Supreme Court) denied Dakota Access’ writ of certiorari requesting the Supreme Court to review the trial court’s decision to order the EIS and vacate the easement.

Therefore, the requirement to prepare the EIS stood.

Also in February 2022, the Tribe withdrew as a cooperating agency, causing the USACE to halt the EIS process while the USACE engaged with the Tribe on their reasons for withdrawing.

The draft EIS process resumed in August 2022, and in September 2023, the USACE published its draft EIS for public comment.

The USACE identified five potential outcomes but did not indicate which one it preferred.

The options comprise two “no action” alternatives where the USACE would deny an easement to Dakota Access and require it to shut down the pipeline and either remove the pipe from under Lake Oahe or allow the pipeline to be abandoned-in-place under the lake.

The USACE also identified three “action” alternatives;

two of them contemplate that the USACE would reissue the easement to Dakota Access under essentially the same terms as in 2017 with either the same or a larger volume of oil allowed through the pipeline, while the third alternative would require decommissioning of the current pipeline and construction of a new line 39 miles upstream from the current location.

The public comment period concluded on December 13, 2023.

The USACE plans to review the comments and issue its final EIS in early 2026.

The Record of Decision will follow within 30 to 60 days after the issuance of the final EIS.

The final EIS must be completed before the USACE can reauthorize the easement for the pipeline.

If reauthorization occurs, new litigation challenging the reauthorization may be filed.

In October 2024, the Tribe filed another lawsuit against the USACE in federal district court in Washington, D.C., again challenging USACE’s allowance of pipeline operations while the EIS process proceeds.

In this lawsuit, the Tribe purports to introduce new evidence regarding the pipeline’s proximity to a reservoir and attempts to relitigate arguments about the need for injunctive relief to support its position that the Supreme Court should halt pipeline operations.

A consortium of 13 states has joined Dakota Access as intervenors.

The consortium argues that the pipeline reduces pollution compared to other modes of transportation and that Dakota Access is integral to the health of regional energy and agriculture markets.

The Tribe’s prior request for a shutdown was denied in May 2021.

This latest lawsuit seeking a shutdown does not change the current deadline for the issuance of the final EIS.

Motions to dismiss the latest lawsuit were filed by USACE, Dakota Access and Intervenors and opposed by the Tribe.

On March 19, 2025, the Tribe filed a notice in support of its latest lawsuit, indicating three additional facts for the district court to consider when making its ruling on the lawsuit.

These facts relate to events regarding Energy Transfer LP’s conduct and third-party actions against it.

Subsequently, the Court dismissed this lawsuit, finding that the Tribe’s lawsuit was premature and cannot be refiled until after a final EIS is issued.

Army Corps of Engineers (USACE) to prepare an Environmental Impact Statement (EIS) addressing environmental impacts from an easement allowing the passage of the Dakota Access Pipeline (DAPL) under Lake Oahe in North Dakota.

Later in 2020, the trial court vacated the easement, but operations have been allowed to continue while the USACE proceeds with the EIS as ordered.

The Tribe’s requests for a shutdown have been denied.

In March 2025, the trial court dismissed a second lawsuit filed by the Tribe, again challenging USACE’s allowance of pipeline operations while the EIS process proceeds.

The Tribe’s lawsuit was premature, and the trial court held that it cannot be refiled until after a final EIS is issued.

In December 2025, the USACE published its final EIS, completing its analysis of alternatives.

The final EIS evaluates five alternatives:

two no-action alternatives (denial with restoration or abandonment) and three action alternatives, with one marked as USACE’s preferred alternative, that would grant the easement under varying conditions.

The preferred alternative would grant the easement subject to the same conditions as the 2017 easement but would authorize an increased throughput volume of 1.1 million barrels per day (bpd), up from the previous 570,000 bpd under the original authorization.

The remaining action alternatives would impose either additional operational conditions or require an alternate pipeline route, both of which may entail substantial implementation costs and could have a material impact on our financial statements.

We are still awaiting a Record of Decision (ROD), which will provide a definitive statement of the selected alternative and any related conditions.

The Tribe and affiliated parties may file a new lawsuit in Washington, D.C., challenging the ROD shortly after it is issued.

Most recently, the Tribe has appealed the dismissal, but the issuance of the ROD will supersede and effectively moot the appeal.

Dakota Access and ETCO have guaranteed repayment of senior unsecured notes issued by a wholly owned subsidiary of Dakota Access.

On April 1, 2024, Dakota Access’ wholly owned subsidiary repaid $1 billion aggregate principal amount of its outstanding senior notes upon maturity.

We funded our 25% share of the repayment, or $250 million, with a capital contribution of $171 million in March 2024, and $79 million of distributions we elected not to receive from Dakota

Access in the first quarter of 2024.

At September 30, 2025, the aggregate principal amount outstanding of Dakota Access’ senior unsecured notes was $850 million.

At March 31, 2026, the aggregate principal amount outstanding of Dakota Access’ senior unsecured notes was $850 million.

In addition, Phillips 66 Partners LP (Phillips 66 Partners), a wholly owned subsidiary of Phillips 66, and its co-venturers in Dakota Access also provided a Contingent Equity Contribution Undertaking (CECU) in conjunction with the notes offering.

Under the CECU, the co-venturers may be severally required to make proportionate equity contributions to Dakota Access if there is an unfavorable final judgment in the above-mentioned ongoing litigation.

At September 30, 2025, our 25% share of the maximum potential equity contributions under the CECU was approximately $215 million.

At March 31, 2026, our 25% share of the maximum potential equity contributions under the CECU was approximately $215 million.

If the pipeline is required to cease operations, it may have a material adverse effect on our results of operations and cash flows.

Should operations cease and Dakota Access and ETCO not have sufficient funds to pay its expenses, we also could be required to support our 25% share of the ongoing expenses, including scheduled interest payments on the notes of approximately $10 million annually, in addition to the potential obligations under the CECU at September 30, 2025.

See Note 6—Investments, Loans and Long-Term Receivables for additional information regarding our investments in Dakota Access and ETCO and Note 11—Guarantees for additional information regarding our guarantees, in the Notes to Consolidated Financial Statements.

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Debt Financing

Our debt balance at September 30, 2025, and December 31, 2024, was $21.8 billion and $20.1 billion, respectively.

Our total debt-to-capital ratio was 44% and 41% at September 30, 2025, and December 31, 2024, respectively.

On June 27, 2025, DCP LP early redeemed the outstanding $525 million of its 5.375% Senior Notes due July 2025, with an aggregate principal amount of $825 million.

On February 18, 2025, upon maturity, Phillips 66 Partners repaid its 3.605% Senior Notes due February 2025, with an aggregate principal amount of $59 million.

Midstream Acquisition

During the second quarter of 2025, we completed the Coastal Bend acquisition, for total consideration of $2.2 billion, net of cash acquired.

This acquisition was funded with cash and borrowings under our short-term liquidity facilities.

See Note 3—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

Subsequent Refining Acquisition

On September 9, 2025, we entered into a definitive agreement to acquire the remaining 50% ownership interest in WRB from subsidiaries of Cenovus Energy Inc.

The transaction closed on October 1, 2025, for total cash consideration of $1.3 billion, subject to post-closing adjustments.

This acquisition was funded with cash and borrowings under our short-term liquidity facilities.

Our debt balance at March 31, 2026, and December 31, 2025, was $27.1 billion and $19.7 billion, respectively.

Our total debt-to-capital ratio was 48% and 39% at March 31, 2026, and December 31, 2025, respectively.

On February 17, 2026, upon maturity, Phillips 66 repaid the remaining $100 million outstanding on its 1.300% Senior Notes due February 2026, with an aggregate principal amount of $500 million.

On April 28, 2026, we acquired the assets and associated infrastructure of the Lindsey Oil Refinery for a purchase price of approximately $115 million, subject to certain closing adjustments including, but not limited to, the purchase of the associated inventory with the assets acquired.

On February 11, 2026, our Board of Directors declared a quarterly cash dividend of $1.27 per common share.

This dividend was paid on March 4, 2026, to shareholders of record at the close of business on February 25, 2026.

On April 17, 2026, our Board of Directors declared a quarterly cash dividend of $1.27 per common share.

This dividend was paid on June 2, 2025, to shareholders of record as of the close of business on May 19, 2025.

On July 10, 2025, our Board of Directors declared a quarterly cash dividend of $1.20 per common share.

This dividend was paid on September 2, 2025, to shareholders of record as of the close of business on August 19, 2025.

On October 8, 2025, our Board of Directors declared a quarterly cash dividend of $1.20 per common share.

This dividend is payable on December 1, 2025, to shareholders of record as of the close of business on November 17, 2025.

This dividend is payable on June 1, 2026, to shareholders of record as of the close of business on May 18, 2026.

Share Repurchases

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Any future share repurchases will be made at the discretion of management and will depend on various factors including our share price, results of operations, financial condition and cash required for future business plans.

For the nine months ended September 30, 2025, we repurchased 8 million shares at an aggregate cost of approximately $0.9 billion.

For the three months ended March 31, 2026, we repurchased 2 million shares at an aggregate cost of approximately $0.3 billion.

Since July 2012, we have repurchased 249 million shares under our share repurchase program at an aggregate cost of $23.0 billion.

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Employee Benefit Plan Contributions

During the nine months ended September 30, 2025, we contributed $157 million to our U.S.

pension and other postretirement benefit plans and $4 million to our international pension plans.

During the three months ended March 31, 2026, we contributed $10 million to our U.S.

pension and other postretirement benefit plan.

We currently expect to make additional contributions of approximately $190 million to our U.S.

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Millions of Dollars

Nine Months Ended

Three Months Ended March 31

Capital Expenditures and Investments

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CPChem 133 182

* Excludes, Acquisitions net of cash acquired.

* On October 1, 2025, we acquired the remaining 50% equity interest in WRB from Cenovus.

As such, 100% of WRB’s capital expenditures and investments for the first quarter of 2026 are included in Refining capital expenditures and investments.

** Includes cost associated with the redevelopment of our idled Los Angeles Refinery site.

*** Our share of joint ventures’ capital spending.

During the first nine months of 2025, capital spending in our Midstream segment was $947 million and included:

• Continued development and completion of a second Dos Picos gas plant, further expanding our operations in the Permian Basin.

During the first three months of 2026, capital spending in our Midstream segment was $343 million and included:

• Sanctioned construction of a new gas processing plant in the Permian and associated supporting infrastructure.

• Gathering and processing projects to further align our wellhead-to-market strategy.

• Spending associated with other reliability and maintenance projects in our Transportation and NGL businesses.

During the first nine months of 2025, on a 100% basis, CPChem’s capital expenditures and investments were $1,218 million.

During the first three months of 2026, on a 100% basis, CPChem’s capital expenditures and investments were $266 million.

Capital spending was primarily for the development of petrochemical projects on the U.S.

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CPChem’s capital program was self-funded, and we expect CPChem to continue self-funding its capital program for the remainder of 2026.

Capital spending for the Refining segment during the first nine months of 2025 was $469 million.

Capital spending for the Refining segment during the first three months of 2026 was $210 million.

Major capital activities included spend to improve reliability at our refineries and installation of facilities to improve market capture, product value and utilization.

such as our recently completed Sweeny Crude Flex project.

Marketing and Specialties

Capital spending for the M&S segment during the first nine months of 2025 was $75 million, primarily for the continued development and enhancement of retail sites in Europe, marketing-related information technology enhancements, spend associated with marketing and commercial fleet fueling businesses on the U.S.

West Coast and reliability and maintenance projects for our Specialties business.

Capital spending for the M&S segment during the first three months of 2026 was $9 million, primarily for the continued development and enhancement of retail sites in the United Kingdom and marketing-related information technology enhancements.

Renewable Fuels

Capital spending for the Renewable Fuels segment during the first nine months of 2025 was $33 million.

The capital spending was focused on increasing reliability, debottlenecking opportunities and improving feed flexibility on existing assets.

Capital spending for the Renewable Fuels segment during the first three months of 2026 was $10 million.

The capital spending was focused on product mix optimization, logistics and improving feed flexibility on existing assets.

Corporate and Other

Capital spending for Corporate and Other during the first nine months of 2025 was $27 million, primarily related to information technology.

Capital spending for Corporate and Other during the first three months of 2026 was $10 million, primarily related to redevelopment costs for the idled Los Angeles Refinery site, as well as information technology.

Contingencies

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Based on the willfulness finding, Propel Fuels asked the Propel Court to award $1.2 billion in exemplary damages, and Phillips 66 Company filed a brief in opposition to that request.

A hearing on exemplary damages was held on March 4, 2025.

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.

From the date of final judgment, post-judgment interest of 10% is accruing, which is included within the “Selling, general and administrative expenses” line on our consolidated statement of income and reported in the M&S segment.

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

Phillips 66 will file its opposition and once the record on this issue is complete, the Propel Court will rule on these 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.

Phillips 66 Company intends to file its opening appellate brief in accordance with the applicable appellate deadlines and any extensions thereto.

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.

The Propel Court heard argument on the motions on February 10, 2026, and took the motions under submission.

Phillips 66 Company denies any wrongdoing and intends to vigorously defend its position.

As a result of the August 2025 final judgment and the October 2024 jury verdict, our recorded accruals totaled $846 million and $604.9 million which are included within the “Selling, general and administrative expenses” line on our consolidated statement of income for the periods ending September 30, 2025 and 2024, respectively, and are reported in the M&S segment.

The accrued amounts are reflected as “Other liabilities and deferred credits” on our consolidated balance sheet as of September 30, 2025, and December 31, 2024, respectively.

The accrued amounts totaling $887 million and $867 million as of March 31, 2026 and December 31, 2025, respectively, are reflected as “Other liabilities and deferred credits” on our consolidated balance sheet.

However, it is reasonably possible that the estimate of the loss could change based on the progression of the case, including the appeal s process.

If information were to become available that would allow us to reasonably estimate a range of potential exposure in an amount higher or lower than the amount already accrued, we would adjust our accrued liabilities accordingly.

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

While Phillips 66 Company believes the jury verdict is not legally or factually supported, there can be no assurances that such defense efforts will be successful.

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.

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For a discussion of the most significant international and federal environmental laws and regulations to which we are subject, see the “Environmental” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K.

We are required to purchase Renewable Identification Numbers (RINs) in the open market to satisfy the portion of our obligation under the Renewable Fuel Standard (RFS) that is not fulfilled by blending renewable fuels into the motor fuels we produce.

For the nine months ended September 30, 2025, we were able to fully satisfy our obligations under the RFS through producing and blending renewable fuels into the motor fuel we produce.

For the nine months ended September 30, 2024, we incurred expenses of $23 million associated with our obligation to purchase RINs in the open market to comply with the RFS for our wholly owned refineries.

We can fulfill our obligation under the Renewable Fuel Standard (RFS) through blending renewable fuels into the motor fuels we produce, producing renewable fuels at the Rodeo Complex, or through purchasing RINs on the open market.

For the three months ended March 31, 2026, we incurred expenses of $159 million associated with our obligation to purchase RINs in the open market to comply with the RFS for our wholly owned refineries.

These expenses are included within the “Purchased crude oil and products” line item on our consolidated statement of income.

Our jointly owned refineries also incurred expenses associated with the purchase of RINs in the open market, of which our share was $280 million and $180 million for the nine months ended September 30, 2025 and 2024, respectively.

For the three months ended March 31, 2025, we primarily fulfilled our obligation under RFS through blending renewable fuels into the motor fuels we produced or by renewable fuels produced at the Rodeo Complex and incurred no expenses to purchase RINs in the open market to comply with RFS for our wholly owned refineries.

Prior to the acquisition of WRB in October 2025, our jointly owned refineries also incurred expenses associated with the purchase of RINs in the open market, of which our share was $74 million for the three months ended March 31, 2025.

These expenses are included within the “Equity in earnings of affiliates” line item on our consolidated statement of income.

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These requests, notices and lawsuits assert potential liability for remediation costs at various sites that typically are not owned by us, but allegedly contain wastes attributable to our past operations.

At June 30, 2025, we reported that we had been notified of potential liability under CERCLA and comparable state laws at 17 sites within the United States and Puerto Rico.

There were no changes reported during the third quarter of 2025, thus, leaving 17 unresolved sites with potential liability at September 30, 2025.

At December 31, 2025, we reported that we had been notified of potential liability under CERCLA and comparable state laws at 17 sites within the United States and Puerto Rico.

There were no changes reported during the first quarter of 2026, thus, leaving 17 unresolved sites with potential liability at March 31, 2026.

Notwithstanding any of the foregoing, and as with other companies engaged in similar businesses, environmental costs and liabilities are inherent concerns in certain of our operations and products, and there can be no assurance that those costs and liabilities will not be material.

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All guarantees are full and unconditional.

At September 30, 2025, $16.4 billion of publicly held debt securities has been guaranteed by the Obligor Group.

At March 31, 2026, $15.9 billion of publicly held debt securities has been guaranteed by the Obligor Group.

Summarized financial information of the Obligor Group is presented on a combined basis.

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Significant intercompany transactions and receivable/payable balances between the Obligor Group and non-guarantor subsidiaries are presented separately in the summarized financial information.

The summarized results of operations for the nine months ended September 30, 2025, and the summarized financial position at September 30, 2025, and December 31, 2024, for the Obligor Group on a combined basis were:

The summarized results of operations for the three months ended March 31, 2026, and the summarized financial position at March 31, 2026, and December 31, 2025, for the Obligor Group on a combined basis were:

Summarized Combined Statement of Loss Millions of Dollars

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Sales and other operating revenues $ 24,081

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Total liabilities and equity 41,921 34,251

* Includes goodwill and intangibles held in Assets held for sale related to the Germany and Austria Marketing pending divestiture, see Note 23—Assets Held for Sale, in the Notes to Consolidated Financial Statements for additional information.

NON-GAAP RECONCILIATIONS

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Coast Worldwide

Three Months Ended September 30, 2025

Income (loss) before income taxes $ 250 119 (580) (307) (518)

Taxes other than income taxes 17 26 26 21 90

Depreciation, amortization and impairments 56 66 992 281 1,395

Selling, general and administrative expenses 7 7 18 8 40

Operating expenses 249 256 162 242 909

Equity in (earnings) losses of affiliates 2 — (33) — (31)

Other segment (income) expense, net (1) — 1 7 7

Proportional share of refining gross margins contributed by equity affiliates

24 — 238 — 262

Realized refining margins $ 604 474 824 252 2,154

Total processed inputs ( thousands of barrels )

50,624 54,239 28,113 20,403 153,379

Adjusted total processed inputs ( thousands of barrels )*

50,624 54,239 52,127 20,403 177,393

Income (loss) before income taxes per barrel ( dollars per

$ 4.94 2.19 (20.61) (15.06) (3.38)

Realized refining margins ( dollars per barrel )***

11.94 8.74 15.82 12.31 12.15

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Income (loss) before income taxes $ 367 204 (418) 55 208

Taxes other than income taxes 20 29 42 15 106

24 26 27 23 100

Depreciation, amortization and impairments 59 66 76 16 217

53 69 41 67 230

Selling, general and administrative expenses 9 1 39 3 52

14 8 27 11 60

Operating expenses 308 298 574 49 1,229

253 304 124 241 922

Equity in (earnings) losses of affiliates 2 (1) 11 — 12

Other segment (income) expense, net 9 — 3 (23) (11)

Proportional share of refining gross margins contributed by equity affiliates

21 — 172 — 193

Realized refining margins $ 798 598 316 115 1,827

$ 281 310 718 96 1,405

Total processed inputs ( thousands of barrels )

50,907 52,864 68,400 8,630 180,801

Adjusted total processed inputs ( thousands of barrels )*

47,819 48,609 50,536 21,987 168,951

Income (loss) before income taxes per barrel ( dollars per barrel )**

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15.62 11.31 4.60 13.12 10.11

* Adjusted total processed inputs include our proportional share of processed inputs of an equity affiliate.

** Income (loss) before income taxes divided by total processed inputs.

*** Realized refining margins per barrel, as presented, are calculated using the underlying realized refining margin amounts, in dollars, divided by adjusted total processed inputs, in barrels.

As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.

Millions of Dollars, Except as Indicated

Realized Refining Margins Atlantic Basin/

Coast Central

Corridor West

Coast Worldwide

Nine Months Ended September 30, 2025

Income (loss) before income taxes $ 100 (113) (238) (845) (1,096)

Three Months Ended March 31, 2025

Loss before income taxes $ (199) (333) (50) (355) (937)

Taxes other than income taxes

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Selling, general and administrative expenses

21 21 54 22 118

Operating expenses

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38,716 37,206 48,275 21,362 145,559

Income (loss) before income taxes per barrel ( dollars per barrel )**

$ 0.72 (0.79) (2.82) (13.28) (2.55)

Realized refining margins ( dollars per barrel )***

9.24 7.61 13.35 11.17 10.27

Nine Months Ended September 30, 2024

Income (loss) before income taxes $ 32 60 764 (446) 410

Taxes other than income taxes

63 83 77 72 295

Depreciation, amortization and impairments

156 195 129 267 747

Selling, general and administrative expenses

29 23 76 21 149

Operating expenses

768 874 409 708 2,759

Equity in (earnings) losses of affiliates 5 (2) (132) — (129)

Other segment (income) expense, net 6 8 (54) 5 (35)

Proportional share of refining gross margins contributed by equity affiliates

86 — 698 — 784

Special items:

Legal settlement — (7) — — (7)

Realized refining margins

$ 1,145 1,234 1,967 627 4,973

Total processed inputs ( thousands of barrels )

145,275 147,305 80,677 67,179 440,436

Adjusted total processed inputs ( thousands of barrels )*

145,275 147,305 149,253 67,179 509,012

Income (loss) before income taxes per barrel ( dollars per barrel )**

Loss before income taxes per barrel ( dollars per barrel )**

$ (5.15) (8.95) (1.85) (16.60) (7.53)

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As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.

† Includes our proportional share of our equity method investment in WRB through September 30, 2025.

Beginning on October 1, 2025, 100% of Borger Refinery and Wood River Refinery are included in consolidated results.

Refer to Note 2—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.

Our realized marketing fuel margins measure the difference between (a) sales and other operating revenues derived from the sale of fuels in our M&S segment and (b) costs of those fuels.

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We believe realized marketing fuel margin per barrel demonstrates the value uplift our marketing operations provide by optimizing the placement and ultimate sale of our facilities’ fuel production.

Within the M&S segment, the GAAP performance measure most directly comparable to realized marketing fuel margin per barrel is the marketing business’ “income before income taxes per barrel.” Realized marketing fuel margin per barrel excludes items that are typically included in gross margin, such as depreciation and operating expenses, and other items used to determine income before income taxes, such as general and administrative expenses.

Within the M&S segment, the GAAP performance measure most directly comparable to realized marketing fuel margin per barrel is the marketing business’ “income (loss) before income taxes per barrel.” Realized marketing fuel margin per barrel excludes items that are typically included in gross margin, such as depreciation and operating expenses, and other items used to determine income (loss) before income taxes, such as general and administrative expenses.

Because realized marketing fuel margin per barrel excludes these items, and because realized marketing fuel margin per barrel may be defined differently by other companies in our industry, it has limitations as an analytical tool.

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Millions of Dollars, Except as Indicated

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

International U.S.

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As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.

Millions of Dollars, Except as Indicated

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

International U.S.

International

Realized Marketing Fuel Margins

Income before income taxes $ 574 1,328 203 369

Depreciation and amortization 36 20 28 56

Selling, general and administrative expenses 865 200 1,226 191

Equity in earnings of affiliates (31) (10) (24) (83)

Other operating revenues* (355) (29) (358) (26)

Other expense, net 34 3 39 15

Special items:

Net gain on asset dispositions — (943) — —

Legal settlement — — (59) —

Marketing margins 1,123 569 1,055 522

margin for nonfuel related sales — 47 — 43

Realized marketing fuel margins $ 1,123 522 1,055 479

Total fuel sales volumes ( thousands of barrels )

533,525 90,606 550,490 84,690

Income before income taxes per barrel ( dollars per barrel )

$ 1.08 14.66 0.37 4.36

Realized marketing fuel margins ( dollars per barrel )**

2.10 5.76 1.92 5.66

* Includes other nonfuel revenues.

** Realized marketing fuel margins per barrel, as presented, are calculated using the underlying realized marketing fuel margin amounts, in dollars, divided by sales volumes, in barrels.

As such, recalculated per barrel amounts using the rounded margins and barrels presented may differ from the presented per barrel amounts.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

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• Actions taken by Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC oil producing countries impacting crude oil production and correspondingly, commodity prices.

• Domestic and international economic and political developments including war and armed hostilities, instability in the financial services and banking sector, excess inflation, expropriation of assets and changes in fiscal policy, including interest rates.

• Unexpected changes in costs or technical requirements for constructing, modifying or operating our facilities or transporting our products.

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• Changes to government policies relating to renewable fuels, climate change and GHG emissions that adversely affect programs like the renewable fuel standards program, low carbon fuel standards and tax credits for biofuels.

• Domestic and international economic and political developments including armed hostilities, such as the war in Eastern Europe, instability in the financial services and banking sector, excess inflation, expropriation of assets and changes in fiscal policy, including interest rates.

• The impact on commercial activity and demand for our products from any widespread public health crisis, as well as the extent and duration of recovery of economies and demand for our products following any such crisis.

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• The factors generally described in Item 1A.—Risk Factors in our 2025 Annual Report on Form 10-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our commodity price risk and interest rate risk at September 30, 2025, did not differ materially from the risks disclosed under Item 7A of our 2024 Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis