Phillips 66 2026年季度报告

FORM 10-Q (Mark One)☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Forthequarterlyperiod endedJune 30, 2026 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Forthetransition periodfromtoCommissionfilenumber:001-35349 Phillips 66(Exact name of registrant as specified in its charter) 45-3779385(I.R.S. EmployerIdentification No.) Delaware (State or other jurisdiction ofincorporation or organization) 2331 CityWest Blvd., Houston, Texas 77042(Address of principal executive offices) (Zip Code) 832-765-3010(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Acceleratedfiler☐Non-accelerated filer☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The registrant had 399,020,916 shares of common stock, $0.01 par value, outstanding as of June30, 2026. PHILLIPS 66 TABLE OF CONTENTS Part I – Financial Information Item1. Financial StatementsConsolidated Statement of IncomeConsolidated Statement of Comprehensive IncomeConsolidated Balance SheetConsolidated Statement of Cash FlowsConsolidated Statement of Changes in EquityNotes to Consolidated Financial Statements Item2. Management’s Discussion and Analysis of Financial Condition andResults of Operations 39 Item3. Quantitative and Qualitative Disclosures About Market Risk70 Item4. Controls and Procedures70 Part II – Other Information Signatures74 PART I. FINANCIAL INFORMATION Table of Contents Notes to Consolidated Financial Statements Note 1—Interim Financial Information The unaudited interim financial information presented in the financial statements included in this report is prepared inaccordance with generally accepted accounting principles in the United States (GAAP) and includes all known accruals andadjustments necessary, in the opinion of management, for a fair presentation of the consolidated financial position of Phillips66and its results of operations and cash flows for the periods presented. Unless otherwise specified, all such adjustments are of anormal and recurring nature. Certain notes and other information have been condensed or omitted from the interim financialstatements included in this report. Therefore, these interim financial statements should be read in conjunction with theconsolidated financial statements and notes included in our 2025 Annual Report on Form 10-K. The results of operations for thethree and six months ended June30, 2026, are not necessarily indicative of the results expected for the full year. Note 2—Business Combinations Refining Acquisition On October 1, 2025, we acquired the remaining 50% equity interest in WRB Refining LP (WRB) from subsidiaries of CenovusEnergy Inc. (Cenovus) for total cash consideration of $1.3billion. This acquisition enables full integration with our broadervalue chain and expands our position in the Central Corridor region. The components of the fair value of the WRB acquisition consideration are: Millions of Dollars The acquisition date fair value of the previously held equity interest in WRB was determined using a market approach and thevaluation resulted in a Level 3 nonrecurring fair value measurement. We accounted for this acquisition as a business combination and provisionally recorded $2,771million of properties, plants, andequipment (PP&E); $1,200million of inventory; $54million of other long-term assets; $9million of intangibles; $450millionof short-term debt assumed at acquisition and also fully repaid on October 1, 2025; $87mil