PSXPhillips 66
- Employees
- 12,600
- Headquarters
- Houston, TX
- Next results
- around Feb 3, 2027
2 paragraphs in Risk Factors of the 10-K filed Feb 20, 2026 with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 19 Energy companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Cybersecurity incidents and other disruptions could compromise our information and systems resulting in disruption of operations, financial loss and reputational harm.
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The regulatory landscape governing cybersecurity continues to evolve, and federal, state and international authorities are increasing their oversight of cybersecurity practices, incident reporting and the protection of critical energy infrastructure. Requirements related to operational technology, supply chain security, data governance and timely disclosure of cyber incidents are becoming more prescriptive, and additional rulemaking may further expand our compliance obligations. As cyber threats targeting the energy sector grow in frequency and sophistication, we are required to devote additional resources to maintain and enhance our cybersecurity programs and controls. Failure to comply with applicable cybersecurity laws and regulations, or to effectively identify, prevent or respond to a cyber event, could result in operational disruptions, increased costs, regulatory enforcement actions or adverse effects on our business.
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New in the latest 10-Q
18 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
On October 9, 2026, the Tribe filed suit in the U.S. District Court for the District of Columbia against the USACE, the Pipeline and Hazardous Materials Safety Administration (PHMSA), and three federal officials, challenging the pipeline’s expanded operating capacity of 1.1 million barrels per day. Similar to the last lawsuit from the Tribe, they seek to vacate the easement. Additionally, they seek vacatur of the ROD and PHMSA’s response plan approvals, as well as injunctive relief restricting operations through the Lake Oahe segment at the expanded capacity.
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We hold a 49.9 % ownership interest in Western Gateway, a newly formed entity in the third quarter of 2026 that will construct, own, and operate the proposed refined products pipeline system. Western Gateway is considered a VIE because it will not be able to finance its activities without additional subordinated financial support from its owners. We have determined that we are not the primary beneficiary because we do not have the power to direct the activities that most significantly impact economic performance. At September 30, 2026, our investment balance was not material.
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In the third quarter of 2025, we identified impairment indicators related to our equity investment in WRB, in our Refining segment, as a result of our definitive agreement to acquire the remaining 50 % equity interest in WRB for a purchase price that was below the carrying value of our existing 50 % equity interest in WRB. We performed an impairment analysis based on a market approach and concluded the decline in fair value to be other than temporary. As a result, we recorded a $ 948 million before-tax impairment to reduce the carrying value of our existing 50 % equity interest in WRB to its fair value of $ 1.3 billion as of September 30, 2025. This impairment charge is included within the “Impairments” line item on our consolidated statement of income for the three and nine months ended September 30, 2025. See Note 2 - Business Combinations, for additional information regarding our acquisition of WRB. See Note 14 - Fair Value Measurements, for additional information on the determination of fair value used to record this impairment.
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During the third quarter of 2026, we repurchased $ 796 million aggregate principal amount of outstanding debt securities issued by Phillips 66, Phillips 66 Company and subsidiaries of DCP LP in open market transactions. We accounted for these repurchases as debt extinguishments and recognized immaterial net losses included within the line item “Other income” on our consolidated statement of income for the three and nine months ended September 30, 2026.
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• $ 1 billion aggregate principal amount of 5.875 % Series A Junior Subordinated Notes due 2056 (Series A 2056 Notes).
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• $ 1 billion aggregate principal amount of 6.200 % Series B Junior Subordinated Notes due 2056 (Series B 2056 Notes).
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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.
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September 30 September 30 2026 2025 2026 2025 Operating revenues and other income (a)(d) $ 1,995 1,040 5,470 3,150 Purchases (b)(d) 821 4,288 2,064 12,408 Operating expenses and selling, general and administrative expenses (c) 80 77 227 230
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• During the third quarter of 2026, we executed a joint venture agreement and made a final investment decision on the proposed Western Gateway Pipeline system. This is a proposed 1,300-mile refined products pipeline system that will connect our Central Corridor and Gulf Coast refining assets to our West Coast and Southwest Marketing assets. Under the agreement, Phillips 66 owns 49.9% of the system.
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Results from our Transportation business increased $23 million and $35 million for the three and nine months ended September 30, 2026, respectively. The increase for the three months ended September 30, 2026, primarily reflected the 2025 retirement of a rail rack at the Los Angeles Refinery and results from the recently acquired Lindsey Oil Refinery logistics assets, partially offset by higher employee-related expenses. The increase for the nine months ended September 30, 2026, was primarily due to increased volumes supporting Refining and results from the Lindsey Oil Refinery logistics assets, partially offset by lower activity associated with our crude processing and logistics assets in California following the idling of the Los Angeles Refinery.
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• $1 billion aggregate principal amount of 5.875% Series A Junior Subordinated Notes due 2056 (Series A 2056 Notes).
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• $1 billion aggregate principal amount of 6.200% Series B Junior Subordinated Notes due 2056 (Series B 2056 Notes).
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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.
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capacity by $100 million. At September 30, 2026, and December 31, 2025, no borrowings were outstanding under the 2025 Uncommitted Facility.
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On October 9, 2026, the Tribe filed suit in the U.S. District Court for the District of Columbia against the USACE, the Pipeline and Hazardous Materials Safety Administration (PHMSA), and federal officials, challenging the pipeline’s expanded operating capacity of 1.1 million barrels per day. Similar to the last lawsuit from the Tribe, they seek to vacate the easement. Additionally, they seek vacatur of the ROD and PHMSA’s response plan approvals, as well as injunctive relief restricting operations through the Lake Oahe segment at the expanded capacity.
Read in the 10-Q ↗
Legal proceedings
In 2024, the New Mexico Environment Department (NMED) issued two related Administrative Consent Orders to DCP concerning alleged violations occurring during 2019 - 2021. DCP has asserted that NMED did not follow its penalty policy in many instances. On September 17, 2026, NMED acknowledged certain of DCP’s assertions regarding the appropriate penalties, disputed others, and proposed to resolve the matter for a combined civil penalty above the Company’s elected environmental-proceeding disclosure threshold, together with certain injunctive terms. DCP is evaluating NMED’s counterproposal and expects negotiations to continue.
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Phillips 66 is engaged in discussions with the U.S. Department of Justice and EPA regarding a potential resolution of alleged violations of the Clean Air Act’s chemical accident prevention requirements, including Section 112(r) and the Risk Management Program regulations, at the Wood River, Borger, Ferndale, and Carson refineries. Phillips 66 expects that resolution of this matter will include a civil penalty above the Company’s elected environmental-proceeding disclosure threshold and requirements for certain injunctive relief. The parties have not finalized or lodged a consent decree.
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Item 6
10.1 Fifth Amendment to Receivables Purchase and Financing Agreement dated as of August 20, 2026, among Phillips 66 Receivables LLC, the persons from time to time party thereto as purchaser/lenders, PNC Bank, National Association, as administrative agent, Phillips 66 Company, as servicer, and PNC Capital Markets LLC, as structuring agent. 8-K 10.1 08/21/2026 001-35349
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 20, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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There have been no material changes from the risk factors disclosed in Item 1A of our 2025 Annual Report on Form 10-K.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on PSX in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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