Outlines strong operational and financial performance driven by the Company’s transformative strategy

Warns that Elliott’s high-risk proposals are misleading, based on flawed analysis and threaten long-term shareholder value

Underscores the valuable skills and experiences Phillips 66’s Board and nominees have to drive shareholder value creation, superior to those of Elliott’s nominees

HOUSTON, April 28, 2025--(BUSINESS WIRE)--Phillips 66 (NYSE:PSX) (the "Company") today filed an investor presentation with the U.S. Securities and Exchange Commission in connection with its upcoming Annual Meeting of Shareholders on May 21, 2025.

In conjunction with the presentation, Phillips 66 published two new videos that showcase the skills and experiences the Company’s two new Board nominees, A. Nigel Hearne and Howard Ungerleider, would bring to the Board and how they would approach driving shareholder value as a potential Board member of Phillips 66.

The presentation and the videos are available at www.phillips66delivers.com.

Highlights of the investor presentation include:

Phillips 66’s proven strategy has driven, and will drive, outperformance for shareholders

• Since Mark Lashier became President and CEO in 2022, Phillips 66 has delivered total shareholder returns of 67%¹, significantly outperforming the S&P 500 Energy Index by 45%¹ and the Company’s synthetic proxy peer median² by 42%¹
• In under three years, Phillips 66 has taken significant action, including returning over $14 billion to shareholders through share repurchases and dividends, rationalization of Refining assets, $3.5 billion in non-core asset divestitures, and opportunistic Midstream expansion through the Pinnacle and EPIC NGL acquisitions³
• Reduced Refining Adjusted Controllable Costs from $6.98/bbl in 2022 to $5.90/bbl⁴ in 2024 with a clear plan in place to further reduce costs and achieve $5.50/bbl by 2027⁵
• Phillips 66’s transformative strategy is in its early innings and has significant room to deliver further value. This proven strategy will continue to drive long-term competitiveness in Refining, grow the NGL value chain, maintain the Company’s advantaged position in Chemicals, optimize profitability across all assets, and deliver consistent, compelling returns
  • Phillips 66 has delivered Refining profitability on par with peers on a like-for-like basis, while outperforming them in overall Refining cost improvements since 2022 ⁶. The Company remains focused on cost improvements with a focus on further enhancing market capture.
  • Compared to 2021, our projected Midstream Adjusted EBITDA (post EPIC NGL) has grown by $1.9 billion, driven by an incremental 18% Cash Return on Capital Invested⁷, with additional organic growth opportunities in the future
  • CPChem’s global scale and feedstock advantages result in a self-funding joint venture with stable, growing distributions that is constructing two world-scale projects coming online in late 2026

The Company’s integrated model creates consistent and compelling long-term value for shareholders

• Compared to the weighted proxy peer average, the Company’s integrated model delivers higher returns for shareholders and lower volatility across cycles
• Phillips 66’s integrated structure creates $500 million in annual operating synergies⁸, as the Midstream business ensures reliable supply and integrated logistics for refineries and CPChem, ultimately improving flow assurance, feedstock quality, blending efficiency, and market flexibility
• Since the spinoff in 2012, we have grown our dividend at a 15% CAGR.⁹ Our annual dividend paid has increased every year – a rare achievement in the energy sector, especially through economic and commodity cycles

Elliott, which has notable conflicts of interest, is attempting to mislead shareholders while pushing a short-sighted agenda that introduces undue risk and threatens to disrupt long-term shareholder returns

• Elliott has demonstrated a pattern of inconsistent engagement with the Company, including prolonged periods of no engagement followed by public presentations with new demands, not allowing the Board to interview its nominees and seeking to replace Bob Pease – a director who was appointed in mutual agreement with Elliott¹⁰
• Misleading shareholders has been a core focus of Elliott’s campaign – twisting quotes from management, describing their annual resignation proposal as voluntary despite the plain language of the proposal requiring resignation, mischaracterizing Phillips 66’s business and comparing our performance to peers who report their metrics differently
• Elliott’s proposals ignore action already taken by Phillips 66 to reduce Refining Adjusted Controllable Costs
• Elliott’s calls to separate the Midstream business and CPChem are not only misguided and risky, but are underpinned by speculative valuations, ignore potentially large tax leakages and are driven by comparisons to other situations that are not applicable to Phillips 66
• Elliott’s subsidiary, Amber Energy, is in pursuit of CITGO – a direct competitor of Phillips 66 in a core operational corridor – and is being led by the same portfolio managers who are driving its proxy campaign against Phillips 66 and actively trying to undermine our strategy. Elliott’s public solicitation materials do not clearly mention its pursuit of CITGO, or that multiple members of the Amber Energy leadership team have been directly involved in soliciting Phillips 66 shareholders

Phillips 66’s highly skilled and refreshed Board is a group of change agents with a track record of value creation, while Elliott’s nominees pose a risk to shareholder value

• Phillips 66’s Board composition is closely aligned with the Company’s strategy. Of our continuing Directors and our nominees, six have refining experience, five have chemicals experience and five have midstream experience. Nearly everyone has experience in business transformations, several have expertise in finance and a number are experts in supply chains¹¹
• The Board consistently and rigorously evaluates the portfolio and other alternatives with a clear focus on maximizing long-term shareholder value – and remains prepared to take decisive action to achieve that goal
• Our Directors and nominees have overseen more than $300 billion in "breakup" or major divestiture transactions¹² and consistently evaluate the portfolio for value-creating opportunities
• With five new directors appointed within the past four years, the Board has a strong track record of regular refreshment
• Compared to Phillips 66’s nominees, Elliott’s nominees bring less relevant expertise and have redundant backgrounds. They also have conflicts of interests and close ties to Elliott and Amber Energy, who are actively pursuing one of our direct competitors, CITGO
• Phillips 66’s nominees are significantly superior to Elliott’s in every category. Our nominees have experiences that are directly relevant to the Company’s strategy and have notably stronger track records of creating value at publicly traded companies when compared to Elliott’s nominees

Elliott has put forth illegal corporate governance demands, masked by misleading communications

• As you know, the Board is fully committed to declassifying in accordance with our governing documents such that each of our directors is up for election each year. Our last attempt to do so received approval from 73% of outstanding shares. We encourage shareholders to vote FOR management’s declassification proposal
• In contrast, Elliott is asking us to devise a "workaround" to declassify the Board in a de facto manner, without obtaining the required stockholder vote to do so. Our charter and by-laws do not give us that power. Put simply, if implemented, Elliott’s annual resignation proposal would contravene Delaware law, our company’s charter and by-laws and our Board’s fiduciary duties to shareholders. These facts are totally irreconcilable with Elliott's purported interest in good corporate governance. The SEC has a process for companies to be able to exclude 14a-8 shareholder proposals that are illegal to implement, but the manner Elliott chose to proceed with avoided that review as Elliott submitted a proposal and solicited on its own proxy card
• Elliott itself clearly realizes that an annual resignation requirement is not legal to implement, so Elliott keeps misleadingly suggesting that what it is asking for is simply voluntary. However, the plain text of Elliott’s proposal specifically asks the Board to adopt a policy requiring our directors to resign each year
• Implementing Elliott’s proposal would expose the Company to costly litigation and reputational risks and set a dangerous precedent for conveniently disregarding governing documents

Your Vote Matters

Phillips 66’s Board of Directors urges shareholders to use only the WHITE proxy card to vote:

• "FOR" all four of the candidates proposed by the Company and not Elliott’s four nominees;
• "FOR" management’s proposal to approve the declassification of the Board of Directors; and
• "AGAINST" Elliott’s proposal requiring annual director resignations, which implementing would violate Delaware law and put your Board at significant legal and reputational risk

The Board strongly recommends that shareholders safeguard their investment in Phillips 66 by casting their vote as soon as possible, regardless of plans to attend the Annual Meeting virtually on May 21, 2025.

Shareholders may receive materials from Elliott Management that say "gold proxy card" or "gold voting instructions" or similar. Phillips 66 recommends that shareholders DISCARD any Gold voting materials they may receive from Elliott. Shareholders may cancel out any vote made using a Gold proxy card by voting again TODAY using the Company’s WHITE proxy card. Only the latest-dated vote will count.

About Phillips 66

Phillips 66 (NYSE: PSX) is a leading integrated downstream energy provider that manufactures, transports and markets products that drive the global economy. The company’s portfolio includes Midstream, Chemicals, Refining, Marketing and Specialties, and Renewable Fuels businesses. Headquartered in Houston, Phillips 66 has employees around the globe who are committed to safely and reliably providing energy and improving lives while pursuing a lower-carbon future. For more information, visit phillips66.com or follow @Phillips66Co on LinkedIn.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the federal securities laws relating to Phillips 66’s operations, strategy and performance. Words such as "anticipated," "committed," "estimated," "expected," "planned," "scheduled," "targeted," "believe," "continue," "intend," "will," "would," "objective," "goal," "project," "efforts," "strategies," and similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements included in this news release are based on management’s expectations, estimates and projections as of the date they are made. These statements are not guarantees of future events or performance, and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include: changes in governmental policies or laws that relate to our operations, including regulations that seek to limit or restrict refining, marketing and midstream operations or regulate profits, pricing, or taxation of our products or feedstocks, or other regulations that restrict feedstock imports or product exports; our ability to timely obtain or maintain permits necessary for projects; fluctuations in NGL, crude oil, refined petroleum, renewable fuels and natural gas prices, and refining, marketing and petrochemical margins; the effects of any widespread public health crisis and its negative impact on commercial activity and demand for refined petroleum or renewable fuels products; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs including the renewable fuel standards program, low carbon fuel standards and tax credits for renewable fuels; potential liability from pending or future litigation; liability for remedial actions, including removal and reclamation obligations under existing or future environmental regulations; unexpected changes in costs for constructing, modifying or operating our facilities; our ability to successfully complete, or any material delay in the completion of, any asset disposition, acquisition, shutdown or conversion that we have announced or may pursue, including receipt of any necessary regulatory approvals or permits related thereto; unexpected difficulties in manufacturing, refining or transporting our products; the level and success of drilling and production volumes around our midstream assets; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products, renewable fuels or specialty products; lack of, or disruptions in, adequate and reliable transportation for our products; failure to complete construction of capital projects on time or within budget; our ability to comply with governmental regulations or make capital expenditures to maintain compliance with laws; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets, which may also impact our ability to repurchase shares and declare and pay dividends; potential disruption of our operations due to accidents, weather events, including as a result of climate change, acts of terrorism or cyberattacks; general domestic and international economic and political developments, including armed hostilities (such as the Russia-Ukraine war), expropriation of assets, and other diplomatic developments; international monetary conditions and exchange controls; changes in estimates or projections used to assess fair value of intangible assets, goodwill and property and equipment and/or strategic decisions with respect to our asset portfolio that cause impairment charges; investments required, or reduced demand for products, as a result of environmental rules and regulations; changes in tax, environmental and other laws and regulations (including alternative energy mandates); political and societal concerns about climate change that could result in changes to our business or increase expenditures, including litigation-related expenses; the operation, financing and distribution decisions of equity affiliates we do not control; and other economic, business, competitive and/or regulatory factors affecting Phillips 66’s businesses generally as set forth in our filings with the Securities and Exchange Commission. Phillips 66 is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

On April 8, 2025, Phillips 66 filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") and accompanying WHITE proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with its 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") and its solicitation of proxies for Phillips 66’s director nominees and for other matters to be voted on. This communication is not a substitute for the Proxy Statement or any other document that Phillips 66 has filed or may file with the SEC in connection with any solicitation by Phillips 66. PHILLIPS 66 SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED WITH THE SEC AS THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain copies of the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents (including the WHITE proxy card) filed by Phillips 66 with the SEC without charge from the SEC’s website at www.sec.gov. Copies of the documents filed by Phillips 66 with the SEC also may be obtained free of charge at Phillips 66’s investor relations website at https://investor.phillips66.com or upon written request sent to Phillips 66, 2331 CityWest Boulevard, Houston, TX 77042, Attention: Investor Relations.

Certain Information Regarding Participants

Phillips 66, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in connection with the solicitation of proxies from Phillips 66 shareholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding the names of such persons and their respective interests in Phillips 66, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 8, 2025, including in the sections captioned "Beneficial Ownership of Phillips 66 Securities" and "Appendix C: Supplemental Information Regarding Participants in the Solicitation." To the extent that Phillips 66’s directors and executive officers who may be deemed to be participants in the solicitation have acquired or disposed of securities holdings since the applicable "as of" date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

Use of Non-GAAP Financial Information

Non-GAAP Measures—This news release includes non-GAAP financial measures, including, "adjusted EBITDA" and "refining adjusted controllable costs." These are non-GAAP financial measures that are included to help facilitate comparisons of operating performance across periods and to help facilitate comparisons with other companies in our industry. Where applicable, these measures exclude items that do not reflect the core operating results of our businesses in the current period or other adjustments to reflect how management analyzes results. Reconciliations to, or further discussion of, the most comparable GAAP financial measures can be found within or at the end of the news release materials.

This news release also includes forward-looking non-GAAP financial measure estimates such as, but not limited to "adjusted EBITDA" and "refining adjusted controllable costs" which, as used in certain places herein, are forward looking non-GAAP financial measures. These forward-looking estimates or targets depend on future levels of revenues and/or expenses, including amounts that could be attributable to non-controlling interests or related joint ventures, which are not reasonably estimable at this time. Accordingly, reconciliations of these forward-looking non-GAAP financial measures to the nearest GAAP financial measure cannot be provided without unreasonable effort. Below are definitions of these non-GAAP measures and identification of the most directly comparable GAAP measure.

EBITDA is defined as estimated net income plus estimated net interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as estimated EBITDA plus the proportional share of selected equity affiliates’ estimated net interest expense, income taxes, and depreciation and amortization less the portion of estimated adjusted EBITDA attributable to noncontrolling interests. Net income is the most directly comparable GAAP financial measure for the consolidated company and income before income taxes is the most directly comparable GAAP financial measure for operating segments. Refining adjusted controllable cost is the sum of operating and SG&A expenses forour Refining segment, plus our proportional share of operating and SG&A expenses of two refining equity affiliates that are reflected in equity earnings of affiliates. The per barrel amounts are based on total processed inputs, including our proportional share of processed inputs of an equity affiliate, for the respective period.

References in this news release to shareholder distributions and returns to shareholders refer to the sum of dividends paid to Phillips 66 stockholders and proceeds used by Phillips 66 to repurchase shares of its common stock. References in this news release to "synergies" or "dis-synergies" are supported by management's estimates and assumptions. These estimates are derived from the Company's internal projections and other relevant data. However, because these synergies or dis-synergies are not calculated in accordance with generally accepted accounting principles (GAAP), they cannot be directly reconciled to GAAP measures. The Company believes that these non-GAAP measures provide valuable insight into optimization benefits but cautions that such synergies or dis-synergies may not be realized in full or at all.

Basis of News release—Effective April 1, 2024, we changed the internal financial information reviewed by our chief executive officer to evaluate performance and allocate resources to our operating segments. This included changes in the composition of our operating segments, as well as measurement changes for certain activities between our operating segments. The primary effects of this realignment included establishment of a Renewable Fuels operating segment, which includes renewable fuels activities and assets historically reported in our Refining, Marketing and Specialties (M&S), and Midstream segments; change in method of allocating results for certain Gulf Coast distillate export activities from our M&S segment to our Refining segment; reclassification of certain crude oil and international clean products trading activities between our M&S segment and our Refining segment; and change in reporting of our investment in NOVONIX from our Midstream segment to Corporate and Other. Accordingly, prior period results have been recast for comparability.

1. Source: FactSet; market data as of March 31, 2025. Shown since June 30, 2022, one day prior to Mark Lashier’s appointment as CEO.

2. Calculated as the weighted average of Refining (CVI, DINO, DK, MPC, PBF, VLO), Midstream (OKE, TRGP, WMB), and Chemicals (DOW, LYB, WLK) Performance by Proxy Peers’ TSR based on the weighting of consensus NTM EBIDTA estimates for PSX’s segments.

3. Source: Company filings.

4. Excludes adjusted turnaround costs. Reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure can be found here.

5. Excluding adjusted turnaround expense, post-ceasing of operations at Los Angeles refinery.

6. For additional details, see Slide 16 of Investor Presentation.

7. Incremental Adjusted Cash Return on Capital Invested since 2021 calculated as $1.9 B of incremental Adjusted EBITDA from 2021 to Projected Post-EPIC NGL in 2024 divided by $10.6 B of capital invested ($0.4 B of cash used in the DCP restructuring with Enbridge, $3.8 B of cash used in the DCP acquisition, proportionate share of DCP’s debt and preferred equity outstanding as of June 30, 2023 of $2.9 B, $0.6 B of cash used in Pinnacle acquisition, $2.2 B, net of cash acquired, $2.7 B of Midstream growth + sustaining capital excluding acquisitions from 2021-2024, less $2.2 B of cash received from asset sales). For additional details, see Slide 19 of Investor Presentation. Reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure can be found here.

8. $50 MM attributable to CPChem and $450 MM attributable to Midstream operations.

9. Dividend CAGR calculated from initial dividend of $0.20 per share in 3Q 2012 to $1.15 per share in 4Q 2024.

10. See section titled "Background of the Solicitation" in the definitive proxy statement filed by Phillips 66 with the SEC for a detailed summary of our engagement with Elliott.

11. Source: Company filings, public filings.

12. Source: Deal Point Data, Reuters, FactSet, Financial Times, RBC Capital Markets.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250427721989/en/

Contacts

Jeff Dietert (investors)
832-765-2297
jeff.dietert@p66.com

Owen Simpson (investors)
832-765-2297
owen.simpson@p66.com

Al Ortiz (media)
832-765-1723
al.s.ortiz@p66.com