v3.26.1
Investments, Loans and Long-Term Receivables
6 Months Ended
Jun. 30, 2026
Investments, Debt and Equity Securities [Abstract]  
Investments, Loans and Long-Term Receivables Investments, Loans and Long-Term Receivables
Equity Investments

Dakota Access, LLC (Dakota Access) and Energy Transfer Crude Oil Company, LLC (ETCO)
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 the Dakota Access Pipeline (DAPL) easement under Lake Oahe; although the easement was later vacated, operations have continued while USACE completed the EIS process, and the Tribe’s shutdown requests were denied. The final EIS, published in December 2025, laid out multiple alternatives, including denial, abandonment, continued operation under the 2017 conditions, continued operation with additional conditions and a reroute. In May 2026, the USACE issued the signed Record of Decision (ROD), which authorizes continued operation under a new easement with enhanced safety and environmental conditions. More specifically, the ROD requires mitigation measures beyond the 2017 easement, including alternative water supply planning, groundwater monitoring, biannual Lake Oahe surveillance, fish tissue sampling after a release, eagle-protection measures, periodic independent expert review of leak detection technologies, emergency food distribution planning for affected Tribal communities and continued Tribal engagement on subsistence-use studies. The costs to comply with these additional mitigation measures are minimal and are not expected to have a material impact on our financial statements.

During the final EIS process, the Tribe flagged ETCO’s potential future Canadian crude shipments through DAPL, but ETCO told USACE there are no confirmed plans and none would occur before late 2028 or early 2029 without regulatory and shipper approvals. USACE found the issue did not require supplemental environmental review or alter its selected alternative, but added a condition requiring ETCO to submit updated reports and oil-consumption documentation for USACE review before transporting materially different crude through Lake Oahe.

Because the ROD has been issued, challenges to USACE’s final decision and environmental analysis may now be brought forward. The Tribe and potentially affiliated environmental groups could file a new challenge in federal district court in Washington, D.C.

Dakota Access and ETCO have guaranteed repayment of senior unsecured notes issued by a wholly owned subsidiary of Dakota Access. At June 30, 2026, the aggregate principal amount outstanding of Dakota Access’ senior unsecured notes was $850 million.

In addition, Phillips 66 Partners LP (Phillips 66 Partners), a wholly owned subsidiary of Phillips 66, and its co-venturers in Dakota Access also provided a Contingent Equity Contribution Undertaking (CECU) in conjunction with the notes offering. At June 30, 2026, 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 June 30, 2026.

At June 30, 2026, the aggregate book value of our investments in Dakota Access and ETCO was $836 million.

OnCue Holdings, LLC (OnCue)
We hold a 50% interest in OnCue, a joint venture that owns and operates retail convenience stores. We fully guarantee various debt agreements of OnCue, and our co-venturer does not participate in the guarantees. This entity is considered a variable interest entity (VIE) because our debt agreements resulted in OnCue not being exposed to all potential losses. We have determined that we are not the primary beneficiary because we do not have the power to direct the activities that most significantly impact economic performance. At June 30, 2026, our maximum exposure to loss was $276 million, which represented the book value of our investment in OnCue of $224 million and guaranteed debt obligations of $52 million.
Investment Dispositions

On December 1, 2025, we divested 65% of our interest in Germany and Austria retail marketing business (Germany and Austria Marketing) and retained a 35% non-operating equity interest in the newly formed entity, JET Management Holding GmbH & Co. KG (JET Management Holding). During the second quarter of 2026, we recognized a before-tax gain of $110 million related to post-closing adjustments for the divestiture, which is presented within the “Net gain (loss) on dispositions” line item on our consolidated statement of income for the three and six months ended June 30, 2026, and is reported in our Marketing and Specialties (M&S) segment.

In connection with the disposition of Germany and Austria Marketing, on May 15, 2025, we entered into foreign currency forward contracts and recognized a before-tax aggregate unrealized loss of $89 million on these foreign currency forward contracts in the “Net gain (loss) on dispositions” line item on our consolidated statement of income for the three and six months ended June 30, 2025, which is reported in our M&S segment.

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 (loss) on dispositions” line item on our consolidated statement of income for the six months ended June 30, 2025, and is reported in our M&S segment. The final dividend of $92 million is included within the “Cash Flows from Operating Activities” section on our consolidated statement of cash flows.
On January 30, 2025, DCP Midstream, LP (DCP 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 (loss) on dispositions” line item on our consolidated statement of income for the six months ended June 30, 2025, and is reported in our Midstream segment.