UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended |
December 31, 2025 |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from |
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to |
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Commission file number |
001-35349 |
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Phillips 66 Savings Plan
(Full title of the Plan)
Phillips 66
(Name of issuer of securities)
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2331 CityWest Blvd. |
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Houston, Texas |
77042 |
(Address of principal executive office) |
(Zip code) |
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Financial statements of the Phillips 66 Savings Plan, filed as part of this annual report, are listed in the accompanying index.
(b) Exhibits
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Phillips 66 Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Phillips 66 |
Savings Plan |
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/s/ Derek A. Butts |
Derek A. Butts |
Plan Benefits Administrator |
June 22, 2026
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrators of Phillips 66 Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Phillips 66 Savings Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2025 and 2024, and the changes in its net assets available for benefits for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2025 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 2012.
Houston, Texas
June 22, 2026
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Statements of Net Assets Available for Benefits |
Phillips 66 Savings Plan |
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Thousands of Dollars |
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At December 31 |
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2025 |
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2024 |
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Assets |
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Investments at fair value |
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$ |
7,747,811 |
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6,936,665 |
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Investments at contract value |
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638,720 |
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685,332 |
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Notes receivable from participants |
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79,147 |
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84,454 |
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Total Assets |
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8,465,678 |
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7,706,451 |
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Liabilities |
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Other liabilities |
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2,647 |
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297 |
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Total Liabilities |
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2,647 |
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297 |
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Net Assets Available for Benefits |
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$ |
8,463,031 |
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7,706,154 |
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See Notes to Financial Statements.
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Statement of Changes in Net Assets Available for Benefits |
Phillips 66 Savings Plan |
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Thousands of Dollars |
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Year Ended December 31, 2025 |
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Additions |
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Company contributions |
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$ |
150,091 |
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Participant deposits |
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231,704 |
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Rollovers |
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69,491 |
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Total Contributions |
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451,286 |
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Investment income |
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Dividends and interest |
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114,262 |
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Net appreciation in fair value of investments |
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1,092,765 |
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Net Investment Income |
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1,207,027 |
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Interest income on notes receivable from participants |
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6,221 |
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Other additions |
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874 |
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Total Net Additions |
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1,665,408 |
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Deductions |
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Benefit payments |
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904,866 |
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Administrative expenses |
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3,665 |
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Total Deductions |
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908,531 |
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Net Increase |
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756,877 |
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Net Assets Available for Benefits |
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Beginning of Year |
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7,706,154 |
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End of Year |
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$ |
8,463,031 |
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See Notes to Financial Statements.