Every material Form 8-K Phillips 66 has filed with the SEC since January 31, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Phillips 66 announced third-quarter 2026 earnings of $5.6 billion, or $14.08 per share, driven by strong performance in its Refining segment with 98% crude capacity utilization. The company returned $2.8 billion to shareholders through dividends and share repurchases while reducing total debt by $2.0 billion.
Reported third-quarter earnings and adjusted earnings of $5.6 billion, or $14.08 per diluted share.
Crude capacity utilization reached 98% with record Central Corridor processed inputs of 848 MBD.
Returned $2.8 billion to shareholders through dividends and share repurchases.
Total debt decreased by $2.0 billion to $18.5 billion as of September 30, 2026.
Phillips 66 said Executive Vice President of Refining Richard G. Harbison notified the company on September 29, 2026 that he intends to retire, effective December 31, 2026. The filing does not name a successor or give reasons for the departure.
Richard G. Harbison, Executive Vice President, Refining, intends to retire.
Notice was provided to the company on September 29, 2026.
Phillips 66 Company, a subsidiary of Phillips 66, amended its accounts receivable securitization program on August 20, 2026. The amendment raises the committed facility from $1.75 billion to $2 billion, adds an uncommitted facility of up to $250 million, and extends the maturity from September 28, 2026 to August 19, 2027.
Maximum committed facility size increased from $1.75 billion to $2 billion
Uncommitted facility of up to $250 million established
Maturity extended from September 28, 2026 to August 19, 2027
Agreement is with PNC Bank, National Association, as administrative agent
Phillips 66 reported second-quarter 2026 earnings of $3.8 billion, or $9.55 per diluted share, compared with $207 million, or $0.51 per share, in the first quarter. Adjusted earnings were $3.8 billion, or $9.41 per share, and the company reduced total debt by $6.6 billion to $20.6 billion, which matters to shareholders because it lowers the company's financial obligations while earnings rose.
Adjusted diluted EPS was $9.41 for Q2 2026, versus $0.49 in Q1 2026 and $2.38 in Q2 2025.
Total debt fell $6.6 billion to $20.6 billion as of June 30, 2026; net debt was $16.5 billion.
Refining crude capacity utilization was 96%, and Refining adjusted pre-tax income was $3.1 billion versus $208 million in Q1.
Shareholder returns in Q2 included $508 million in dividends and $379 million in share repurchases.
Phillips 66 reported first-quarter 2026 earnings of $207 million, or $0.51 per diluted share, and adjusted earnings of $200 million, or $0.49 per share, down sharply from $2.9 billion reported and $1.0 billion adjusted in the fourth quarter of 2025. The company cited $839 million of mark-to-market losses on hedges tied to a sharp rise in commodity prices, and it increased its annualized quarterly dividend by 7%.
Q1 2026 earnings were $207 million ($0.51 per diluted share) versus $2.9 billion ($7.17) in Q4 2025; adjusted earnings were $200 million ($0.49) versus $1.0 billion ($2.47)
Mark-to-market pre-tax losses of $839 million, including $396 million in Refining and $323 million in Marketing and Specialties
Total debt rose to $27.1 billion from $19.7 billion, and the net debt-to-capital ratio was 43% versus 38%; liquidity was approximately $6.0 billion
Annualized quarterly dividend increased by 7%; the Lindsey Oil Refinery acquisition was completed in April 2026
Phillips 66 issued preliminary first-quarter 2026 guidance showing pre-tax losses tied to a sharp rise in commodity prices, which produced about $900 million in mark-to-market losses. The company also drew on credit lines, took a new $2.25 billion 364-day term loan and expanded its receivables securitization facility to $1.75 billion to cover a net outflow of about $3 billion in cash collateral. Results are not final and could change before the quarter closes.
Estimated first-quarter pre-tax mark-to-market losses of about $900 million: Refining $350-450 million, Marketing and Specialties $300-400 million, Renewable Fuels $100-200 million
Refining pre-tax loss range of $(400) million to $(200) million and Marketing and Specialties range of $(170) million to $(20) million; Midstream pre-tax income range of $550 million to $600 million
As of March 31, 2026, liquidity was about $6 billion, with $5 billion in cash and cash equivalents; total debt about $27 billion and net debt $22 billion, with a target of $17 billion total debt by end of 2027
Phillips 66 Company, a wholly owned subsidiary of Phillips 66, entered into a 364-day, $2.25 billion term loan on March 18, 2026, and borrowed the full amount at closing. The company also amended its receivables securitization program to raise the maximum facility size from $1.25 billion to $1.75 billion, with a possible future increase to up to $2.0 billion. The filing describes new debt and expanded financing capacity but does not report earnings, guidance, or a use of proceeds.
Term loan: $2.25 billion, 364-day maturity, fully borrowed as of March 18, 2026, prepayable without premium or penalty
Interest: Term SOFR plus 1.100%, or reference rate plus 0.100%
Covenant: maximum consolidated net debt-to-capitalization ratio of 65%, tested each fiscal quarter
Receivables facility: maximum size raised from $1.25 billion to $1.75 billion under amendment dated March 13, 2026
On March 6, 2026, Phillips 66's board increased its size from 14 to 16 directors and appointed Kevin O. Meyers and Howard I. Ungerleider, both independent, effective immediately. Both were placed on the Audit & Finance and Public Policy and Sustainability committees, and the filing says they receive pro-rated non-employee director compensation. The change is an administrative board addition with no financial terms disclosed.
Board expanded from 14 to 16 directors on March 6, 2026, with Meyers and Ungerleider appointed effective immediately
Kevin O. Meyers, age 72, formerly served at ConocoPhillips and Hess Corporation; Howard I. Ungerleider, age 57, is former CFO of Dow Inc.
Both new directors were appointed to the Audit & Finance Committee and the Public Policy and Sustainability Committee
Grace Puma Whiteford was reclassified as a Class I director with a term expiring at the 2028 annual meeting
Phillips 66 reported fourth-quarter 2025 earnings of $2.9 billion, or $7.17 per diluted share, compared with $133 million in the third quarter. Adjusted earnings were $1.0 billion, or $2.47 per share, versus $1.025 billion, or $2.52 per share, in the third quarter. The reported figure includes $2.0 billion of pre-tax special items, mainly from the partial sale of the Germany and Austria retail marketing business, while adjusted results were roughly steady.
Reported earnings $2.9 billion ($7.17 per diluted share) vs. $133 million ($0.32) in Q3 2025
Adjusted earnings $1.0 billion ($2.47 per share) vs. $1.025 billion ($2.52) in Q3 2025; sales and other operating revenues $34.1 billion vs. $34.5 billion in Q3
Full-year 2025 earnings $4.4 billion ($10.79 per share); debt reduced by $2.0 billion in the quarter to $19.7 billion
Announced 2026 capital budget of $2.4 billion, including $1.1 billion for sustaining capital
Phillips 66 reported third-quarter 2025 earnings of $133 million, or $0.32 per diluted share, down from $877 million, or $2.15 per share, in the second quarter. Adjusted earnings, which exclude special items, rose to $1.0 billion, or $2.52 per share, from $973 million, or $2.38 per share. The gap is driven mainly by a $948 million pre-tax impairment tied to the company's 50% stake in WRB Refining LP, which it fully acquired on Oct. 1, 2025.
Reported earnings were $133 million ($0.32 per diluted share) versus $877 million ($2.15) in Q2 2025.
Adjusted earnings were $1.0 billion ($2.52 per diluted share) versus $973 million ($2.38) in Q2 2025.
Third-quarter pre-tax impairments of $948 million relate to the WRB Refining LP equity investment, recorded in the Refining segment.
Net operating cash flow was $1.2 billion, or $1.9 billion excluding working capital; Refining crude capacity utilization was 99%.
Phillips 66 Company, a wholly owned subsidiary of Phillips 66, amended its accounts receivable securitization program on September 29, 2025. The amendment raises the maximum facility size from $1 billion to $1.25 billion and extends the maturity date to September 28, 2026. The filing describes a routine financing update that increases available borrowing capacity and pushes out the facility's maturity by one year.
Maximum facility size increased from $1 billion to $1.25 billion
Maturity date extended from September 29, 2025 to September 28, 2026
Amendment dated September 29, 2025 to the Receivables Purchase and Financing Agreement dated September 30, 2024, with PNC Bank, National Association as Administrative Agent
Phillips 66 reported second-quarter 2025 earnings of $877 million, or $2.15 per diluted share, up from $487 million, or $1.18 per share, in the first quarter. Adjusted earnings were $973 million, or $2.38 per share, compared with an adjusted loss of $368 million in the first quarter, and the company returned $906 million to shareholders through dividends and buybacks.
Reported earnings were $877 million, or $2.15 per diluted share, versus $487 million, or $1.18 per share, in Q1 2025.
Adjusted earnings were $973 million, or $2.38 per share, versus an adjusted loss of $368 million in Q1 2025.
Compared with Q2 2024, reported earnings of $1,015 million and $2.38 per share were higher than this quarter's $877 million, $2.15 per share.
Net operating cash flow was $845 million, and $906 million was returned to shareholders through dividends and share repurchases.
Phillips 66 reported first-quarter 2025 earnings of $487 million, or $1.18 per diluted share, compared with $8 million in the fourth quarter of 2024. Reported results include a $1.085 billion pre-tax net gain on asset dispositions; excluding special items, the company posted an adjusted loss of $368 million, or $0.90 per share, versus an adjusted loss of $61 million in the prior quarter, and adjusted EBITDA fell to $736 million from $1,130 million. The company's refining segment posted an adjusted pre-tax loss of $937 million, which it attributed largely to its spring turnaround program, and shareholders received $716 million through dividends and buybacks.
Reported earnings $487 million ($1.18 per diluted share); adjusted loss $368 million ($0.90 per share)
Adjusted EBITDA $736 million, down from $1,130 million in Q4 2024; refining adjusted pre-tax loss $937 million
Returned $716 million to shareholders and received $2.0 billion in cash proceeds from equity interest sales
Announced Iron Mesa gas plant in the Permian, expected to start in Q1 2027; quarterly dividend to rise $0.05 per share
Phillips 66 completed its purchase of EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP, which own NGL pipelines, fractionation facilities and distribution systems, for cash consideration of approximately $2.2 billion. Separately, its Phillips 66 Company subsidiary amended its accounts receivable securitization program to raise the maximum facility size from $500 million to $1 billion.
Cash consideration of approximately $2.2 billion for EPIC NGL, completed April 1, 2025 under an Equity Purchase Agreement dated January 6, 2025
The acquired NGL pipeline capacity of 175 MBD is expected to expand to 225 MBD in the second quarter, with a further expansion to 350 MBD expected in the fourth quarter of 2026
Receivables facility maximum size increased from $500 million to $1 billion under the Second Amendment with PNC Bank, National Association, as Administrative Agent
Phillips 66 said directors Gary K. Adams and Denise L. Ramos will not seek reelection at the 2025 Annual Meeting of Shareholders, and the company's board will shrink from 14 to 12 seats after that meeting. The company said the decisions were part of its ongoing board refreshment and not the result of any disagreement over operations, policies or practices.
Adams and Ramos informed the board on February 12, 2025 of their intent not to stand for reelection.
Both directors will serve until their current terms expire at the 2025 Annual Meeting.
Board size will drop from 14 to 12 directors effective immediately after the Annual Meeting.
Phillips 66 reported fourth-quarter 2024 earnings of $8 million, or $0.01 per share, and an adjusted loss of $61 million, or $0.15 per share, compared with adjusted earnings of $859 million in the third quarter. The company said results were hit by $230 million in pre-tax accelerated depreciation tied to the Los Angeles Refinery, and full-year 2024 earnings fell to $2.1 billion, or $4.99 per share, from $7.0 billion in 2023.
Q4 2024 reported earnings were $8 million ($0.01 per share) versus $346 million in Q3 2024; adjusted loss was $61 million ($0.15 per share).
Refining adjusted pre-tax loss widened to $759 million, including accelerated depreciation tied to the Los Angeles Refinery.
Full-year 2024 earnings were $2.1 billion ($4.99 per share) and adjusted earnings were $2.6 billion ($6.15 per share).
Returned $1.1 billion to shareholders in Q4 through dividends and share repurchases; the company set new targets through 2027, including returning over 50% of operating cash flow to shareholders.
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