10-K 0001534701-26-000006 (2026-02-20) vs 10-K 0001534701-25-000074 (2025-02-21)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 10,264 |
10.1% |
| MD&A | Item 7 | 19,326 |
23.9% |
| Legal Proceedings | Item 3 | 837 |
41.2% |
| Accounting Policies | Item 8, Note 1 – Summary of Significant Accounting Policies | 3,248 |
5.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 415 words changed in this paragraph; it is 59% similar to last year's version.
In late 2017, as part of Phillips 66 Company’s evaluation of various opportunities in the renewable fuels business, Phillips 66 Company engaged with Propel Fuels, Inc. (Propel Fuels), a California company that distributes E85 and other alternative fuels through fueling kiosks. Ultimately, the parties were not able to reach an agreement agreement, and negotiations were terminated in August 2018. On February 17, 2022, Propel Fuels filed a lawsuit in the Superior Court of California, County of Alameda (the Propel Court), alleging that Phillips 66 Company misappropriated trade secrets related to Propel Fuels’ renewable fuels business during and after due diligence. On October 16, 2024, a jury returned a verdict against Phillips 66 Company for $604.9 million in compensatory damages and issued a willfulness finding. In 2025, Based on the Propel Court is expected to rule on motions anticipated to be filed by willfulness finding, Propel Fuels seeking exemplary damages and attorneys’ fees. Propel Fuels has asked the Propel Court to grant treble damages award $1.2 billion in exemplary damages, and Phillips 66 Company has filed a brief in opposition to that request. Also 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 expected to rule on accruing from the date of the final judgment. On August 25, 2025, Phillips 66 Company filed three post-trial motions requesting that the Propel Court render judgment in favor of Phillips 66 Company, grant a new trial, and/or reduce the damages award. On October 20, 2025, the Propel Court denied Phillips 66 Company’s motions. On November 14, 2025, Phillips 66 Company filed its Notice of Appeal, which has been assigned to Division Two of the First District Court of Appeal. Separately, on October 24, 2025, Propel Fuels filed additional motions for a judgment in with the Propel Court seeking attorney’s fees and costs. Phillips 66 Company filed its favor as a matter of law, or in opposition to that request on January 13, 2026, and once the alternative to reduce record on this issue is complete, the jury’s verdict or to grant a new trial. Propel Court will rule on these motions. 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, the Company has we recorded an accrual of $262 million and $604.9 million of expense for the years ended December 31, 2025 and 2024, respectively, which is are included in within the “Selling, general and administrative expenses” line on our consolidated statement of income for the year ended December 31, 2024, and is reported in the M&S segment. In addition, the accrued amount is Therefore, our recorded accruals totaling $867 million and $604.9 million as of December 31, 2025 and 2024, respectively, are reflected as “Other liabilities and deferred credits” on our consolidated balance sheet as of December 31, 2024. sheet. However, it is reasonably possible that the estimate of the loss could change based on the progression of the case, including the appeals process. Because of the uncertainties associated with ongoing litigation, we are unable to estimate the range of reasonably possible loss that may be attributable to exemplary damages, if any, in excess of the amount accrued. 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, supported, there can be no assurances that such defense efforts will be successful. To Until the extent Phillips 66 Company is required final resolution of this matter, we may be exposed to pay exemplary damages, it losses in excess of the amount recorded, and such amounts may have a material adverse effect on our financial position and results of operations. position.
Source: Item 7, 10-K 0001534701-26-000006 vs Item 7, 10-K 0001534701-25-000074
Legal Proceedings 309 words changed in this paragraph; it is 52% similar to last year's version.
As described further in the “Legal Proceedings” section of Note 17—Contingencies 18—Contingencies and Commitments, in the Notes to Consolidated Financial Statements, on February 17, 2022, Propel Fuels, Inc. (Propel Fuels) filed a lawsuit in the Superior Court of California, County of Alameda (the Propel Court), alleging that Phillips 66 Company misappropriated trade secrets related to Propel Fuels’ renewable fuels business. business during and after due diligence. On October 16, 2024, a jury returned a verdict against Phillips 66 Company for $604.9 million in compensatory damages and issued a willfulness finding. In 2025, Based on the Propel Court is expected to rule on motions anticipated to be filed by willfulness finding, Propel Fuels seeking exemplary damages and attorneys’ fees. Propel Fuels has asked the Propel Court to grant treble damages award $1.2 billion in exemplary damages, and Phillips 66 Company has filed a brief in opposition to that request. Also 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 expected to rule on accruing from the date of the final judgment. On August 25, 2025, Phillips 66 Company filed three post-trial motions requesting that the Propel Court render judgment in favor of Phillips 66 Company, grant a new trial, and/or reduce the damages award. On October 20, 2025, the Propel Court denied Phillips 66 Company’s motions. On November 14, 2025, Phillips 66 Company filed its Notice of Appeal, which has been assigned to Division Two of the First District Court of Appeal. Separately, on October 24, 2025, Propel Fuels filed additional motions for a judgment in with the Propel Court seeking attorney’s fees and costs. Phillips 66 Company filed its favor as a matter of law, or in opposition to that request on January 13, 2026, and once the alternative to reduce record on this issue is complete, the jury’s verdict or to grant a new trial. Propel Court will rule on these motions. Phillips 66 Company denies any wrongdoing and intends to vigorously defend its position. 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, supported, there can be no assurances that such defense efforts will be successful. To Until the extent Phillips 66 Company is required final resolution of this matter, we may be exposed to pay exemplary damages, it losses in excess of the amount recorded, and such amounts may have a material adverse effect on our financial position and results of operations. position.
Source: Item 3, 10-K 0001534701-26-000006 vs Item 3, 10-K 0001534701-25-000074
Risk Factors 79 words changed in this paragraph; it is 45% similar to last year's version.
The regulatory framework regarding renewable feedstocks and fuels is constantly evolving. Changes to laws, regulations, policies or standards regarding renewable fuels or the feedstocks used to produce our renewable fuels, elimination or reduction of incentives, as well as the cost of conforming with such updated laws, regulations, policies or standards could negatively impact the results of operations of our Renewable Fuels segment. For example, our Renewable Fuels segment processes renewable feedstocks such as used cooking oil, vegetable oils, and other low-carbon intensity waste oils and byproducts to produce renewable fuels. If certain types of renewable feedstocks are excluded from generating credits, our financial condition and results of operations may be impacted.
Source: Item 1A, 10-K 0001534701-26-000006 vs Item 1A, 10-K 0001534701-25-000074
Accounting Policies 28 words changed in this paragraph; it is 91% similar to last year's version.
We recognize share-based compensation expense over the shorter of: (1) the service period (i.e., the stated period of time required to earn the award); or (2) the period beginning at the start of the service period and ending when an employee first becomes eligible for retirement, but not less than ten months for shared-based payment awards granted beginning in 2023 and not less than six months for share-based payment awards granted prior to 2023 as those are that is the minimum periods period of time required for awards not to be subject to forfeiture. Our equity-classified programs generally provide accelerated vesting (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time they become eligible for retirement (at age 55 with 5 years of service). We have elected to recognize expense on a straight-line basis over the service period for the entire award, irrespective of whether the award was granted with ratable or cliff vesting, and have elected to recognize forfeitures of awards when they occur.
Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001534701-26-000006 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001534701-25-000074
Every change, by type
Sentences and paragraphs of PSX's Risk Factors and MD&A, 10-K 2026-02-20 against 10-K 2025-02-21.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Cybersecurity incidents and other disruptions could compromise our information and systems resulting in disruption of operations, financial loss and reputational harm.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedRisk Factors
•Cybersecurity incidents and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
Cybersecurity incidents and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
The GDPR applies to the transfer and processing of personal data of those who live in the EU or UK, respectively. As interpretation and enforcement of the GDPR evolves, it creates a range of new compliance obligations, which could cause us to incur additional costs. Failure to comply could result in significant penalties that may materially adversely affect our business, reputation, results of operations and cash flows.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
The CCPA, which came into effect on January 1, 2020, gives California residents specific rights in relation to their personal information, requires that companies take certain actions, including notifications for security incidents and may apply to activities regarding personal information that is collected by us, directly or indirectly, from California residents. As interpretation and enforcement of the CCPA evolves, it creates a range of new compliance obligations, with the possibility for significant financial penalties for noncompliance that may materially adversely affect our business, reputation, results of operations and cash flows.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedRisk Factors
Comprehensive privacy laws with some similarities to the CCPA have been proposed or passed at the U.S. federal and state levels, such as the Colorado Privacy Act. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data as well as requiring disclosures about these practices. Existing and potential future data privacy laws pose increasingly complex compliance challenges and potentially elevate our costs. Any failure by us to comply with these laws and regulations, including as a result of a security or privacy breach, could result in significant penalties and liabilities for us. Additionally, if we acquire a company that has violated or is not in compliance with applicable data protection laws, we may incur significant liabilities and penalties as a result.
Read it in 10-K 2025-02-21 at sec.gov ↗
RewordedRisk Factors
Further, our The pursuit of, of these targets, and any other climate-related or E&S goals we may announce, or any failure or perceived failure to achieve such goals and targets within the timelines that we announce, or at all, targets, could cause increased costs, cause reputational harm, negatively impact our stock price and access to and cost of capital, capital funding, and expose us to enforcement or litigation, among other negative impacts. impacts, resulting from evolving standards for measuring, reporting, and disclosing climate-related and other E&S information.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Although we devote significant resources to prevent cybersecurity incidents and protect our system and data, we have experienced actual and attempted cybersecurity incidents, and while we do not believe that any of these incidents has had a material effect on our business, operations or financial condition, it is possible that a future incident may have such an effect. incidents.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Changes to laws, regulations, policies or standards regarding renewable fuels or the feedstocks used to produce our renewable fuels, elimination or reduction of incentives, as well as the cost of conforming with such updated laws, regulations, policies or standards could negatively impact the results of operations of our Renewable Fuels segment.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
This data is subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas of our business, including data privacy and security laws such as the European Union (EU) and United Kingdom (UK) versions of the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). cybersecurity laws.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Although we devote significant resources to prevent cybersecurity incidents and protect our system and data, we have experienced actual and attempted cybersecurity incidents, and while While we do not believe that any of these incidents has had a material effect on our business, operations or financial condition, it is possible that a future incident may have such an effect.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
To Furthermore, the continuing and evolving threat of cyberattacks has resulted in increased regulatory focus on prevention, and, to the extent we face increased regulatory requirements, we may be required to expend significant additional resources to meet such requirements.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Additionally, governments and private parties are also increasingly filing lawsuits or initiating regulatory action based on allegations that certain public statements regarding climate change and other ESG-related E&S-related matters and practices by companies are false or misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Negative sentiment towards fossil fuels and fuels, increased attention to environmental and social E&S matters, including climate change, and our efforts to report on these matters could adversely affect our business, the market price for our securities and our access to and cost of capital.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Processes and controls for reporting on E&S matters are subject to evolving and disparate regulations and standards of identification, measurement, and reporting on such metrics, including any climate change and E&S-related public company disclosure requirements adopted by the SEC or government agencies of other jurisdictions, and such standards remain uncertain and may change over time, which exposes us to unpredictable reporting obligations or business requirements and could result in significant revisions to our current E&S practices and disclosures.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
If we are unable to meet the evolving E&S standards set by these investors, including in light of their varied and sometimes conflicting views regarding E&S matters, we may lose investors, our stock price may be negatively impacted, our access to capital markets and lenders may be curtailed, and our reputation may be negatively affected.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Our information technology and infrastructure, or information technology and infrastructure of our including systems operated by third-party service providers (e.g., cloud-based service providers), may be vulnerable to attacks by malicious actors or breached due to human error, malfeasance or other disruptions, including ransomware and other malware, phishing and social engineering schemes, deepfakes, malicious software, data privacy incidents, insiders or others with authorized access, attempts to gain unauthorized access to our data and systems, and other cybersecurity incidents.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedRisk Factors
Additionally, certain states have recently passed passed, or are considering, legislation seeking to recover financial damages allegedly associated with climate change from fossil fuel companies like the Vermont Climate Superfund Act passed by the Vermont Legislature in May 2024.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesRisk Factors
Any of the foregoing can could be exacerbated by a delay or failure to detect a cybersecurity incident or the full extent of such incident.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
▪During the fourth quarter of 2025, we ceased fuel production and began idling the facilities at our Los Angeles Refinery.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
▪In 2025, we funded capital expenditures and investments of $2.2 billion and completed a Midstream acquisition of $2.2 billion. We also acquired the remaining 50% interest in WRB Refining LP (WRB) for $1.3 billion, which will enable full integration with our broader value chain and expand our position in the Central Corridor region. This growth was achieved in part through $3.5 billion in proceeds from asset dispositions, including $1.7 billion from the sale of 65% of our interest in Germany and Austria retail marketing business (Germany and Austria Marketing), $1.2 billion from the sale of our 49% interest in Coop Mineraloel AG (Coop), and $853 million from the sale of DCP Midstream, LP’s (DCP LP) 25% ownership in Gulf Coast Express Pipeline LLC (GCX). See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information. See Note 9—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information on the investment dispositions.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Other income increased $195 million in 2025, primarily due to the recognition of Clean Fuel Production credits beginning in 2025.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Taxes other than income taxes increased $462 million in 2025, primarily due to the expiration of the Biodiesel Blender Tax Credit as of December 31, 2024.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Net income attributable to noncontrolling interests increased $67 million in 2025, due to improved results from DCP LP, including a gain on sale of DCP LP’s equity investment in GCX in January 2025. See Note 9—Investments, Loans and Long-Term Receivables, in the Notes to Consolidated Financial Statements for additional information.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
On October 1, 2025, we acquired the remaining 50% ownership interest in WRB from subsidiaries of Cenovus Energy Inc. (Cenovus) for total cash consideration of $1.3 billion, subject to post-closing adjustments. See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
case, subject to the terms set forth in the Receivables Securitization Facility. The amount available for borrowing or sale of accounts receivable may be limited by the availability of eligible accounts receivable and other customary factors and conditions, as well as the covenants set forth in the Receivables Securitization Facility.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
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. 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.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
We await a Record of Decision (ROD), which will provide a definitive statement of the selected alternative and any related conditions. The Standing Rock Sioux Tribe and affiliated parties may file a new lawsuit in Washington, D.C., challenging the ROD shortly after it is issued.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
On October 1, 2025, we acquired the remaining 50% ownership interest in WRB from Cenovus for total cash consideration of $1.3 billion, subject to post-closing adjustments. This acquisition, which will enable full integration with our broader value chain and expand our position in the Central Corridor region, was funded with cash and borrowings under our short-term liquidity facilities. Associated with the acquisition, we assumed $450 million of short-term debt at acquisition and was also fully repaid on October 1, 2025. See Note 5—Business Combinations, in the Notes to Consolidated Financial Statements for additional information.
Read it in 10-K 2026-02-20 at sec.gov ↗
RemovedMD&A
In November 2022, we announced financial and operational targets toward achieving the company’s strategic priorities, and in October 2023, we announced updates and enhancements to certain of those targets. The strategic priority targets were focused on achieving financial and operational goals through year-end 2024, with an emphasis on delivering shareholder returns; improving refining performance; capturing value from wellhead-to-market; executing business transformation initiatives; maintaining financial strength and flexibility; and driving disciplined growth and returns.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
▪During 2024, we completed the conversion of our San Francisco Refinery in Rodeo, California, into the Rodeo Renewable Energy Complex (Rodeo Complex).
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
▪During 2024, we expanded our Midstream NGL wellhead-to-market platform with the acquisition of Pinnacle Midland Parent LLC (Pinnacle Midstream) and approval of a follow-on processing plant expansion in the Midland Basin expected to be completed in mid-2025. In addition, we achieved over $500 million of run-rate synergies from the integration of DCP Midstream Class A Segment, which is comprised of the businesses, activities, assets and liabilities of DCP Midstream, LP (DCP LP) and its subsidiaries and general partner entities, surpassing our target.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
Effective April 1, 2024, we changed the internal financial information reviewed by our chief executive officer to evaluate performance and allocate resources to our operating segments. This resulted in changes to the composition of our operating segments, as well as measurement changes for certain activities between our operating segments. The primary effects are summarized below. Prior period information has been recast for comparability.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
•Establishment of a Renewable Fuels operating segment, which includes renewable fuels activities and assets historically reported in our Refining, M&S and Midstream operating segments.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
•Change in method of allocating results for certain Gulf Coast distillate export activities from our M&S operating segment to our Refining operating segment.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
•Reclassification of certain crude oil and international clean products trading activities between our M&S operating segment and our Refining operating segment.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
•Change in reporting of our investment in NOVONIX Limited (NOVONIX) from our Midstream operating segment to Corporate and Other.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
In the third quarter of 2024, we began presenting the line item “Capital expenditures and investments” on our consolidated statement of cash flows exclusive of acquisitions, net of cash acquired. Prior period information has been reclassified for comparability.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
Depreciation and amortization increased 21% in 2023, primarily due to additional depreciation and amortization related to assets acquired as a result of consolidating DCP Midstream Class A Segment, DCP Southern Hills and DCP Sand Hills starting in August 2022.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
Interest and debt expense increased 45% in 2023, primarily driven by higher interest expense as a result of consolidating DCP Midstream Class A Segment, new debt issuances in 2023 related to the DCP LP Merger, and a $53 million before-tax loss on the early redemption of DCP LP’s 5.850% junior subordinated notes.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
** Includes 100% of DCP Midstream Class A Segment’s volumes from August 18, 2022, forward.
Read it in 10-K 2025-02-21 at sec.gov ↗
RewordedMD&A
Thousands of Barrels Daily Year Ended December 31 2025 2024 2023 2022 Operating Statistics Refining operations* Atlantic Basin/Europe Crude oil capacity Oil Capacity 537 537 537 Crude oil processed Oil Processed 492 502 479 524 Capacity utilization Utilization (percent) 92 % 93 % 89 98 Refinery production Production 529 540 502 549 Gulf Coast Crude oil capacity Oil Capacity 529 529 529 Crude oil processed Oil Processed 472 483 511 488 Capacity utilization Utilization (percent) 89 % 91 % 97 92 Refinery production Production 532 542 574 565 Central Corridor Corridor** Crude oil capacity 531 Oil Capacity 593 531 531 Crude oil processed Oil Processed 606 529 477 469 Capacity utilization Utilization (percent) 102 % 100 % 90 88 Refinery production Production 633 551 497 487 West Coast** Coast*** Crude oil capacity Oil Capacity 209 244 313 364 Crude oil processed Oil Processed 193 229 299 290 Capacity utilization Utilization (percent) 93 % 94 95 Refinery Production 199 238 319 Worldwide Crude Oil Capacity 1,868 1,841 1,910 Crude Oil Processed 1,763 1,743 1,766 Capacity Utilization (percent) 94 % 95 80 92 Refinery production 238 319 307 Worldwide Crude oil capacity 1,841 1,910 1,961 Crude oil processed 1,743 1,766 1,771 Capacity utilization (percent) 95 % 92 90 Refinery production Production 1,893 1,871 1,892 1,908 * Includes our share of equity affiliates. ** As part Includes our proportional share of our plans to convert the San Francisco Refinery into a renewable fuels facility, equity method investment in the first quarter of 2023, we ceased operations at the Santa Maria facility in Arroyo Grande, California, which reduced net crude throughput capacity from 120 MB/D to 75 MB/D. WRB through September 30, 2025.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Certain tax impacts (15) (11) — — — (15) (11) Legal settlement — — (181) — (181) Pending Claims and Settlements — — (123) — (123) Realized refining margins $ 2,334 3,234 4,056 2,209 11,833 1,952 1,710 3,017 801 7,480 Total processed inputs (thousands of barrels) 182,213 206,356 102,774 116,615 607,958 192,109 193,015 160,695 73,483 619,302 Adjusted total processed inputs (thousands of barrels)* 182,213 206,356 180,251 116,615 685,435 barrels)*† 192,109 193,015 228,582 73,483 687,189 Income (loss) before income taxes per barrel (dollars per barrel)** $ 4.48 8.44 21.81 4.63 8.78 2.09 0.72 2.70 (16.99) (0.44) Realized refining margins (dollars per barrel)*** 12.80 15.67 22.50 18.95 17.26 10.18 8.86 13.26 10.86 10.88 * 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.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Taxes other than income taxes 71 106 94 111 382 77 108 96 76 357 Depreciation, amortization and impairments 209 246 163 223 841 218 271 1,156 1,130 2,775 Selling, general and administrative expenses 42 19 77 31 169 28 80 31 170 Operating expenses 1,097 1,104 736 1,308 4,245 1,173 1,162 952 773 4,060 Equity in (earnings) losses of affiliates 8 (2) (445) 9 — (439) 70 — 79 Other segment (income) expense, net 16 17 (67) (3) (37) (39) 2 (36) 39 (34) Proportional share of refining gross margins contributed by equity affiliates 90 † 92 — 1,257 570 — 1,347 662 Special items:
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RewordedMD&A
Certain tax impacts (15) (9) — — — (15) (9) Legal settlement — (7) — — (7) Realized refining margins $ 2,334 3,234 4,056 2,209 11,833 1,455 1,506 2,308 745 6,014 Total processed inputs (thousands of barrels) 182,213 206,356 102,774 116,615 607,958 196,067 196,055 108,563 87,631 588,316 Adjusted total processed inputs (thousands of barrels)* 182,213 206,356 180,251 116,615 685,435 196,067 196,055 200,290 87,631 680,043 Income (loss) before income taxes per barrel (dollars per barrel)** $ 4.48 8.44 21.81 4.63 8.78 (0.30) (0.35) 6.18 (10.38) (0.62) Realized refining margins (dollars per barrel)*** 12.80 15.67 22.50 18.95 17.26 7.42 7.68 11.52 8.50 8.84 * 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.
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Net gain on dispositions increased $206 $2,663 million in 2024, 2025, primarily due to a before-tax gain of $238 million $1.9 billion associated with the partial sale of our ownership interest Germany and Austria Marketing in REX, December 2025, as well as a before-tax gain of $67 million $1 billion associated with the foreign currency forward contracts entered into in connection with the sale of our ownership interest investment in Coop Mineraloel AG (Coop). in January 2025, both recognized in the M&S segment.
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RewordedMD&A
Millions of Dollars 2026 2025 2024 2023 2022 Budget Capital Expenditures and Investments* Midstream** Investments Midstream $ 975 1,100 1,231 751 625 737 Chemicals — — — — Refining 822 Refining* 1,080 776 582 586 607 Marketing and Specialties 154 80 118 85 101 87 Renewable Fuels 74 40 56 375 753 323 Corporate and Other 75 70 52 66 90 134 Total Capital Expenditures and Investments $ 2,100 2,370 2,233 1,859 2,155 1,888 Selected Equity Affiliates*** Affiliates** CPChem $ 714 680 796 809 1,009 701 WRB 171 WRB* — 99 121 189 177 Total Selected Equity Affiliates $ 885 680 895 930 1,198 878
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RewordedMD&A
As a result of the August 2025 final judgment and the October 2024 jury verdict, the Company has we recorded an accrual of $262 million and $604.9 million of expense for the years ended December 31, 2025 and 2024, respectively, which is are included in within the “Selling, general and administrative expenses” line on our consolidated statement of income for the year ended December 31, 2024, and is reported in the M&S segment.
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RewordedMD&A
For the years ended December 31, 2023 2025 and 2022, 2024, we incurred expenses of $323 million and $478 million, respectively, associated with 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 the RFS for our wholly owned refineries.
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RewordedMD&A
Summarized Combined Balance Sheet Millions of Dollars Accounts and notes receivable—third parties $1,229 $ 1,348 Accounts and notes receivable—related parties 1,422 254 Due from non-guarantor subsidiaries, current 3,102 3,825 Total current assets 10,228 9,676 Investments and long-term receivables 10,640 8,502 Net properties, plants and equipment 12,186 10,964 Goodwill 1,047 906 Due from non-guarantor subsidiaries, noncurrent 1,171 548 Other assets associated with non-guarantor subsidiaries 1,306 1,015 Total noncurrent assets 28,380 24,575 Total assets 38,608 34,251 Due to non-guarantor subsidiaries, current $5,398 $ 5,892 Total current liabilities 14,236 13,788 Long-term debt 14,969 15,465 Due to non-guarantor subsidiaries, noncurrent 8,319 10,859 Total noncurrent liabilities 29,640 33,243 Total liabilities 43,876 47,031 Total equity (5,268) (12,780) Total liabilities and equity 38,608 34,251
Read it in 10-K 2026-02-20 at sec.gov ↗
RewordedMD&A
Capital spending for the Refining segment during the three-year period ended December 31, 2024, 2025, was $1.8 $1.9 billion, primarily for projects to enhance the yield improve reliability at our refineries and installation of higher-value products facilities to improve market capture, product value and sustain the reliability and safety of utilization, such as our refineries. recently completed Sweeny Crude Flex project.
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RewordedMD&A
The decrease Additionally, the increase in 2024 2025 was primarily driven impacted by an accrual of $605 million recorded during the third quarter of in 2024 related to litigation with Propel Fuels, as well as lower U.S. marketing fuel margins. compared with $262 million recorded in 2025 related to the same matter.
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RewordedMD&A
Our projected $2.1 $2.4 billion capital budget excludes our portion of planned capital spending by our major joint ventures CPChem and WRB totaling $885 million and acquisitions, including the pending acquisition of EPIC Y-Grade, which is subject to regulatory approval and completion of other customary closing conditions. $680 million.
Read it in 10-K 2026-02-20 at sec.gov ↗
Quiet changesMD&A
The decrease in 2024 was primarily due to a decline in realized refining margins primarily mainly driven by lower market crack spreads, partially offset by lower income tax expense.
Read it in 10-K 2026-02-20 at sec.gov ↗