v3.25.4
Investments, Loans and Long-Term Receivables
 12 Months Ended
Dec. 31, 2025
Investments, All Other Investments [Abstract]  
Investments, Loans and Long-Term Receivables Investments, Loans and Long-Term Receivables
Components of investments and long-term receivables at December 31 were:
 
 Millions of Dollars
 20252024
Equity investments$11,425 14,013 
Other investments177 191 
Loans and long-term receivables303 174 
$11,905 14,378 

Equity Investments
The following table represents our significant investments in unconsolidated affiliates at December 31:

 
At December 31, 2025
Millions of Dollars
 VIEOwnership Percentage20252024
Chevron Phillips Chemical Company LLC50.00 %$7,899 7,819 
WRB Refining LP*
100.00 — 2,323 
Gulf Coast Express Pipeline LLC**
— — 776 
Dakota Access, LLC25.00 748 777 
JET Management Holding GmbH & Co. KG***
35.00 743 — 
Front Range Pipeline LLC33.33 436 459 
CF United LLC †47.09 298 284 
OnCue Holdings, LLC ††X50.00 211 185 
* On October 1, 2025, we acquired the remaining 50% equity interest in WRB from Cenovus and began consolidating the financial results of WRB Refining LP. See Note 5—Business Combinations for additional information.
** Sold as of January 30, 2025. See further discussion in “Dispositions” section below.
*** On December 1, 2025, we divested 65% of our interest in Germany and Austria retail marketing business. We retained a 35% non-operating equity interest in a new entity, JET Management Holding GmbH & Co. KG (JET Management Holding). See further discussion in “Dispositions” section below.
 † On January 1, 2024, CF United LLC (CF United) ceased to be a VIE following the completion of the acquisition of another joint venture in which we had an ownership interest. In connection with this acquisition, the governing agreement for CF United was amended and restated. The amended and restated agreement included removal of a put option that required us to purchase our co-venturer’s interest based on a fixed multiple that was considered a variable interest.
†† We fully guarantee various debt agreements of OnCue Holdings, LLC (OnCue), and our co-venturer does not participate in the guarantees. This entity is considered a VIE because our debt guarantees resulted in OnCue not being exposed to all potential losses. We have determined we are not the primary beneficiary because we do not have the power to direct the activities that most significantly impact economic performance. At December 31, 2025, our maximum exposure to loss was $265 million, which represented the book value of our investment in OnCue of $211 million and guaranteed debt obligations of $54 million.
The following table presents significant basis differences between the carrying value of our investments in unconsolidated affiliates and our share of their underlying equity at December 31:

 Millions of Dollars
 20252024
Excess (deficit) of Carrying Value over (under) Underlying Equity in Unconsolidated Affiliates
WRB Refining LP*
$— (1,526)
Gulf Coast Express Pipeline LLC**
— 393 
Front Range Pipeline LLC264 280 
* On October 1, 2025, we acquired the remaining 50% equity interest in WRB from Cenovus and began consolidating the financial results of WRB Refining LP. See Note 5—Business Combinations for additional information.
** Sold as of January 30, 2025. See further discussion in “Investment Dispositions” section below.


The basis differences result from the carrying values of our investments being higher or lower than our share of the underlying equity of our unconsolidated affiliates. Carrying amounts in excess of the underlying equity of our unconsolidated affiliates are amortized and recognized as a decrease to equity earnings over the remaining life of the underlying long-lived assets of the affiliate. Carrying amounts that are less than the underlying equity of our unconsolidated affiliates are amortized and recognized as a benefit to equity earnings over the remaining life of the underlying long-lived assets of the affiliate.

Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)
Dakota Access is a 25 percent-owned joint venture that owns a pipeline system transporting crude oil from the Bakken/Three Forks production area in North Dakota to Patoka, Illinois. ETCO is a 25 percent-owned joint venture that owns a connecting crude oil pipeline system that extends from Patoka to Nederland, Texas. These two pipeline systems collectively form the Bakken Pipeline system, which is operated by a co-venturer.

In 2020, the trial court presiding over litigation brought by the Standing Rock Sioux Tribe (the Tribe) ordered the U.S. Army Corps of Engineers (USACE) to prepare an Environmental Impact Statement (EIS) addressing environmental impacts from an easement allowing the passage of the Dakota Access Pipeline (DAPL) under Lake Oahe in North Dakota. Later in 2020, the trial court vacated the easement, but operations have been allowed to continue while the USACE proceeds with the EIS as ordered. The Tribe’s requests for a shutdown have been denied. Most recently, in March 2025, the trial court dismissed a second lawsuit filed by the Tribe, again challenging USACE’s allowance of pipeline operations while the EIS process proceeds. The Tribe’s lawsuit was premature, and the trial court held that it cannot be refiled until after a final EIS is issued.

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.

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.

Dakota Access and ETCO have guaranteed repayment of senior unsecured notes issued by a wholly owned subsidiary of Dakota Access. On April 1, 2024, Dakota Access’ wholly owned subsidiary repaid $1 billion aggregate principal amount of its outstanding senior notes upon maturity. We funded our 25% share of the repayment, or $250 million, with a capital contribution of $171 million in March 2024 and $79 million of distributions we elected not to receive from Dakota Access in the first quarter of 2024. At December 31, 2025, the aggregate principal amount outstanding of Dakota Access’ senior unsecured notes was $850 million.
In addition, Phillips 66 Partners and its co-venturers in Dakota Access also provided a Contingent Equity Contribution Undertaking (CECU) in conjunction with the notes offering. Under the CECU, the co-venturers may be severally required to make proportionate equity contributions to Dakota Access if there is an unfavorable final judgment in the above-mentioned ongoing litigation. At December 31, 2025, our 25% share of the maximum potential equity contributions under the CECU was approximately $215 million. If the pipeline is required to cease operations, it may have a material adverse effect on our results of operations and cash flows. Should operations cease and Dakota Access and ETCO not have sufficient funds to pay its expenses, we also could be required to support our 25% share of the ongoing expenses, including scheduled interest payments on the notes of approximately $10 million annually, in addition to the potential obligations under the CECU at December 31, 2025.

At December 31, 2025 and 2024, the aggregate book value of our investments in Dakota Access and ETCO was $846 million and $883 million, respectively.

WRB Refining LP Impairment
In the third quarter of 2025, we identified impairment indicators related to our equity method investment in WRB, 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 then 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 in our Refining segment to reduce the carrying value of our then existing 50% equity interest in WRB to its fair value of $1.3 billion as of September 30, 2025. These impairment charges are included within the “Impairments” line item on our consolidated statement of income. As a result of the acquisition, effective October 1, 2025, we began consolidating the financial results of WRB. See Note 5—Business Combinations for additional information regarding our acquisition of WRB and Note 20—Fair Value Measurements for additional information on the determination of fair value used to record these impairments.

Dispositions
On December 1, 2025, we divested 65% of our interest in Germany and Austria retail marketing business (Germany and Austria Marketing) for cash proceeds of approximately $1.7 billion (1.4 billion Euros) and retained a 35% non-operating equity interest in the newly formed entity, JET Management Holding. We also settled the foreign currency forward contracts entered into in May 2025, in connection with the asset sale, in which we sold an aggregate of approximately 1.5 billion Euros in exchange for an aggregate of approximately $1.6 billion. We recognized a before-tax gain of $1.9 billion from these transactions, which is presented within the “Net gain on dispositions” line item on our consolidated statement of income for the year ended December 31, 2025, and is reported in our M&S segment. The gain comprised of the following components:

Millions of Dollars
Cash proceeds received$1,664 
Fair value of 35% retained interest in JET Management Holding
744
Reclassification from accumulated other comprehensive income49
Less: Carrying value of assets net of liabilities sold (including cash)*(320)
Less: Goodwill allocated(141)
Less: Foreign currency forward contract loss(53)
Less: Liabilities incurred in conjunction with the sale(40)
Gain on sale of Germany and Austria Marketing$1,903 
* Includes trade name intangible assets associated with Germany and Austria Marketing.


See Note 11—Goodwill and Intangibles for additional information on the allocation of goodwill and trade name intangible assets. See Note 20—Fair Value Measurements for additional information on the determination of fair value of the retained 35% equity interest. See Note 26—Accumulated Other Comprehensive Loss for additional information on the reclassification from accumulated other comprehensive loss.
As of December 1, 2025, following the divestitures, transactions with JET Management Holding will be classified and disclosed as related party transactions. See Note 29—Related Party Transactions for additional information.

On January 31, 2025, we sold our 49% ownership interest in Coop Mineraloel AG (Coop) and settled the foreign currency forward contracts entered into in connection with the asset sale. We received cash proceeds of $1.2 billion, consisting of a sales price of $1.15 billion and a final dividend relating to financial year 2024 of $92 million from Coop that was paid on January 30, 2025. We recognized a before-tax gain of $1 billion associated with the sale, which is included within the “Net gain on dispositions” line item on our consolidated statement of income for the year ended December 31, 2025, and is reported in our M&S segment. The equity investment balance was $164 million as of December 31, 2024.

On January 30, 2025, DCP Midstream, LP sold its 25% ownership interest in Gulf Coast Express Pipeline LLC for cash proceeds of $853 million. We recognized a before-tax gain of $68 million, which is included within the “Net gain on dispositions” line item on our consolidated statement of income for the year ended December 31, 2025, and is reported in our Midstream segment. The equity investment balance was $776 million as of December 31, 2024.

On December 10, 2024, we sold our equity interests in certain pipeline and terminaling assets in North Dakota for cash proceeds of approximately $143 million and recorded an immaterial before-tax loss on the sale.

On August 1, 2024, we sold our ownership interests in certain gathering and processing assets in Louisiana and Alabama for cash proceeds of $173 million and recognized a before-tax gain of $18 million, which is included in the “Net gain on dispositions” line item on our consolidated statement of income for the year ended December 31, 2024, and is reported in the Midstream segment.

On June 14, 2024, we sold our 25% ownership interest in Rockies Express Pipeline LLC for cash proceeds of $685 million and recognized a before-tax gain of $238 million, which is included in the “Net gain on dispositions” line item on our consolidated statement of income for the year ended December 31, 2024, and is reported in the Midstream segment.

Equity Affiliate Distributions
Total cash distributions received from affiliates were $971 million, $1,525 million, and $1,396 million for the years ended December 31, 2025, 2024 and 2023, respectively. In addition, at December 31, 2025, retained earnings included approximately $3.7 billion related to the undistributed earnings of affiliated companies.


Summarized Equity Affiliate Financial Information
Summarized 100% financial information for all affiliated companies accounted for under the equity method, on a combined basis, as of and for the years ended December 31 was:

 Millions of Dollars
 202520242023
Revenues$32,377 42,069 42,078 
Income before income taxes2,416 4,846 5,350 
Net income2,305 4,674 5,160 
Current assets5,221 6,820 6,759 
Noncurrent assets33,646 46,480 46,241 
Current liabilities3,898 6,494 5,750 
Noncurrent liabilities8,108 9,304 10,980 
Noncontrolling interests— 2 2 
Includes results from our equity method investment in WRB through September 30, 2025, and for the years ended December 31, 2024 and 2023. On October 1, 2025, we acquired the remaining 50% equity interest in WRB from Cenovus and began consolidating the financial results of WRB Refining LP. See Note 5—Business Combinations for additional information