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    Phillips 66 (PSX)

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    Phillips 66 is a leading integrated downstream energy company with operations spanning multiple segments, including Midstream, Chemicals, Refining, Marketing and Specialties, and Renewable Fuels . The company provides transportation, terminaling, and processing services for crude oil and refined petroleum products, as well as natural gas and natural gas liquids (NGL) services . Phillips 66 also engages in the manufacturing and marketing of petrochemicals and plastics through a joint venture, and processes crude oil into various petroleum products . Additionally, the company markets refined petroleum products and renewable fuels, and produces renewable products at its Rodeo Renewable Energy Complex .

    1. Refining - Processes crude oil and other feedstocks into petroleum products such as gasoline, distillates, and aviation fuels, operating 12 refineries in the United States and Europe.
    2. Marketing and Specialties - Purchases and markets refined petroleum products and renewable fuels, including the manufacturing and marketing of base oils and lubricants.
    3. Midstream - Provides transportation, terminaling, and processing services for crude oil and refined petroleum products, as well as natural gas and NGL services.
    4. Renewable Fuels - Processes renewable feedstocks into renewable products at the Rodeo Renewable Energy Complex.
    5. Chemicals - Involves a 50% equity investment in Chevron Phillips Chemical Company LLC, which manufactures and markets petrochemicals and plastics globally.
    NamePositionExternal RolesShort Bio

    Ann M. Kluppel

    Executive

    Vice President and Controller

    None

    Ann M. Kluppel has been Vice President and Controller since May 13, 2024, and is the principal accounting officer.

    Don A. Baldridge

    Executive

    Executive Vice President of Midstream and Chemicals

    None

    Don A. Baldridge became Executive Vice President of Midstream and Chemicals on June 1, 2024, after serving as interim CEO of DCP Midstream.

    Kevin J. Mitchell

    Executive

    Executive Vice President and Chief Financial Officer

    None

    Kevin J. Mitchell has been the Executive Vice President and CFO since January 2016. He previously served as Vice President, Investor Relations.

    Mark E. Lashier

    Executive

    President and Chief Executive Officer

    None

    Mark E. Lashier has been the President and CEO of Phillips 66 since July 1, 2022. He has extensive leadership experience in the energy and petrochemicals industry.

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    Richard G. Harbison

    Executive

    Executive Vice President, Refining

    None

    Richard G. Harbison has over 34 years of experience at Phillips 66, focusing on refining operations and safety.

    Vanessa L. Allen Sutherland

    Executive

    Executive Vice President, Government Affairs, General Counsel, and Corporate Secretary

    None

    Vanessa L. Allen Sutherland joined Phillips 66 in January 2022, overseeing legal and corporate governance.

    Zhanna Golodryga

    Executive

    Executive Vice President, Emerging Energy and Sustainability

    None

    Zhanna Golodryga has been with Phillips 66 since October 2022, focusing on digital transformation and sustainability initiatives.

    Charles M. Holley

    Board

    Director

    Amgen, Carrier Global

    Charles M. Holley has been a director since 2019, with expertise in finance and strategic planning from his tenure at Walmart.

    Denise R. Singleton

    Board

    Director

    WestRock Company, Teledyne Technologies Incorporated

    Denise R. Singleton has been a director since 2021, with a background in legal and corporate governance.

    Douglas T. Terreson

    Board

    Director

    None

    Douglas T. Terreson has been a director since 2021, with a background in energy research and advisory roles.

    Gary K. Adams

    Board

    Director

    None

    Gary K. Adams has been a director since 2016, with over 40 years of experience in petrochemicals and plastics.

    Glenn F. Tilton

    Board

    Lead Independent Director

    AbbVie Inc.

    Glenn F. Tilton has been the Lead Independent Director since 2016, with extensive experience in the energy and airline industries.

    Grace Puma Whiteford

    Board

    Director

    Target Corporation, Organon & Co.

    Grace Puma Whiteford joined the Board in 2024, with expertise in operations and procurement from her roles at PepsiCo and United Airlines.

    Gregory J. Hayes

    Board

    Director

    RTX Corporation

    Gregory J. Hayes joined the Board in 2022, bringing leadership experience from his role as CEO of RTX Corporation.

    Julie L. Bushman

    Board

    Director

    Adient plc, Bio-Techne Corporation

    Julie L. Bushman joined the Board of Directors in 2020, bringing expertise in international business and risk management.

    Lisa A. Davis

    Board

    Director

    Air Products and Chemicals, Penske Automotive Group, C3.ai

    Lisa A. Davis has been a director since 2020, with extensive experience in operations and risk management.

    Marna C. Whittington

    Board

    Director

    Oaktree Capital Group LLC, Ocugen Inc.

    Marna C. Whittington has been a director since 2012, with a background in financial management and corporate governance.

    1. With Chemicals expected to remain below mid-cycle and uncertainties around the Renewable Fuels segment, how confident are you that Refining will contribute sufficiently to reach your $14 billion mid-cycle EBITDA target by 2025?
    2. You mentioned structural cost reductions in Refining, but with utilization rates historically unsustainable at current levels, how will you maintain these cost savings per barrel if utilization decreases?
    3. Given that 2/3 of TMX pipeline volumes are going to Asia and increased Canadian production may not fully materialize, how does this impact your strategy for sourcing advantaged crude for your West Coast refineries?
    4. With the industry running at high utilization rates and new capacity additions, what is your plan to mitigate the risks of overcapacity and margin compression in the refining sector over the medium term?
    5. Considering low margins and regulatory uncertainties in the Renewable Diesel market, what measures are you taking to ensure the Rodeo Renewable Energy Complex achieves profitability and meets expected returns?
    Program DetailsProgram 1
    Approval Date2012
    End Date/DurationNo expiration
    Total additional amount$25 billion
    Remaining authorization amount$4.1 billion
    DetailsThe program is part of Phillips 66's capital allocation strategy to improve shareholder return. It resumed in Q2 2022 after a suspension in March 2020 due to COVID-19. The repurchases are discretionary and depend on factors like share price and financial condition.
    YearAmount Due (Billions)Debt TypeInterest Rate (%)% of Total Debt
    20240.200Commercial PaperN/A1.0% = (0.200 / 19.998) * 100
    20240.8000.900% Senior Notes0.9004.0% = (0.800 / 19.998) * 100
    20261.3001.300% Senior Notes1.3006.5% = (1.300 / 19.998) * 100
    20263.5503.550% Senior Notes3.55017.8% = (3.550 / 19.998) * 100
    20274.9504.950% Senior Notes4.95024.8% = (4.950 / 19.998) * 100
    20283.9003.900% Senior Notes3.90019.5% = (3.900 / 19.998) * 100
    20283.7503.750% Senior Notes3.75018.8% = (3.750 / 19.998) * 100
    20293.1503.150% Senior Notes3.15015.8% = (3.150 / 19.998) * 100
    20302.1502.150% Senior Notes2.15010.8% = (2.150 / 19.998) * 100
    20315.2505.250% Senior Notes5.25026.3% = (5.250 / 19.998) * 100
    20335.3005.300% Senior Notes5.30026.5% = (5.300 / 19.998) * 100
    20344.6504.650% Senior Notes4.65023.3% = (4.650 / 19.998) * 100
    20354.9504.950% Senior Notes4.95024.8% = (4.950 / 19.998) * 100
    20425.8755.875% Senior Notes5.87529.4% = (5.875 / 19.998) * 100
    20444.8754.875% Senior Notes4.87524.4% = (4.875 / 19.998) * 100
    20454.6804.680% Senior Notes4.68023.4% = (4.680 / 19.998) * 100
    20464.9004.900% Senior Notes4.90024.5% = (4.900 / 19.998) * 100
    20523.3003.300% Senior Notes3.30016.5% = (3.300 / 19.998) * 100
    20545.6505.650% Senior Notes5.65028.3% = (5.650 / 19.998) * 100
    20555.5005.500% Senior Notes5.50027.5% = (5.500 / 19.998) * 100
    NameStart DateEnd DateReason for Change
    Ernst & Young LLP2011 PresentCurrent auditor

    Notable M&A activity and strategic investments in the past 3 years.

    CompanyYearDetails

    EPIC Y-Grade GP, LLC

    2025

    Phillips 66 entered a cash acquisition valued at $2.2 billion for EPIC Y-Grade GP, LLC, which owns NGL pipelines, fractionation facilities, and distribution systems. The transaction is aimed at strengthening its integrated downstream and Permian NGL value chain and includes customary closing conditions with termination rights effective until April 6, 2026, with a possible extension to July 6, 2026.

    EPIC Y-Grade, LP

    2025

    This planned cash acquisition, part of the $2.2 billion transaction, secures assets such as fractionators near Corpus Christi and an extensive NGL pipeline network. It reinforces Phillips 66’s midstream strategy by ensuring flow assurance in its Permian and Gulf Coast footprint and includes customary purchase price adjustments and regulatory clearance requirements.

    Pinnacle Midland Parent LLC

    2024

    Completed on July 1, 2024, this acquisition was executed for $567 million in cash, expanding Phillips 66’s natural gas gathering and processing operations in the Permian Basin. The deal brought in PP&E, intangible assets, and associated liabilities, and was described as immediately accretive with strong fee-based contracts supporting organic growth.

    DCP Midstream, LP

    2023

    Finalized on June 15, 2023, at approximately $3.8 billion, this acquisition increased Phillips 66’s economic interest from 43.3% to 86.8% and is expected to deliver over $400 million in operational and commercial synergies along with an incremental $1 billion of adjusted EBITDA through integration of its wellhead-to-market NGL value chain.

    Marketing Operations on the U.S. West Coast

    2023

    Acquired on August 1, 2023, for around $269 million in cash (including an adjustment for net working capital), this deal adds customer relationships, PP&E, and other assets to support the placement of renewable diesel from the Rodeo Renewed facility. The purchase fits into Phillips 66’s strategy to enhance its marketing operations and renewable fuels footprint, with asset fair values being preliminary pending final accounting.

    Phillips 66 Partners LP

    2022

    Completed on March 9, 2022, this all-stock merger valued at approximately $3.2 billion consolidated all limited partnership interests into Phillips 66, issuing about 42 million shares and converting preferred units into common stock. The transaction streamlined the corporate structure by making Phillips 66 Partners a wholly owned subsidiary and eliminating noncontrolling interests.

    DCP Midstream, LLC

    2022

    On August 17, 2022, Phillips 66 merged DCP Midstream, LLC with Enbridge, increasing its stake in DCP Midstream, LP and assuming governance over related entities. The deal involved a cash contribution of roughly $400 million and a net cash payment of $306 million, aimed at integrating the NGL value chain and delivering accretive earnings through improved operational and commercial synergies.

    Recent press releases and 8-K filings for PSX.

    Phillips 66 Faces Corporate Governance Criticism from Elliott
    PSX
    Board Change
    Proxy Vote Outcomes
    • Elliott Investment Management criticizes Phillips 66’s board for a longstanding culture of complacency and deference to management, claiming it has led to poor corporate governance and underperformance.
    • The letter urges shareholders to vote for the Gold Card supporting four independent director nominees as part of a broader strategy to unlock shareholder value and reform board practices.
    7 days ago
    Phillips 66 Investor Presentation Announced by Elliott
    PSX
    Board Change
    Proxy Vote Outcomes
    • Elliott Management released its investor presentation, "Streamline 66: Elliott's Perspectives on Value Creation," outlining plans for board enhancements, operational improvements, and portfolio simplification at Phillips 66.
    • The presentation supports Elliott’s proxy solicitation efforts, proposing four director nominees for the upcoming 2025 annual meeting, emphasizing its role as a top-five shareholder.
    Apr 29, 2025, 12:45 PM
    Phillips 66 Q1 2025 Earnings Results
    PSX
    Earnings
    • Reported earnings reached $487 million in Q1 2025, a notable result compared to Q4 2024’s performance.
    • The quarter recorded an adjusted earnings loss of $368 million, reflecting significant pre-tax special item adjustments across various segments.
    • The release highlighted impactful adjustments in segments such as Marketing and Specialties, Midstream, and others, offering key insights for performance evaluation.
    Apr 25, 2025, 12:00 AM
    Phillips 66 Releases Podcast Episode Featuring Director Nominee Discussion
    PSX
    Board Change
    Proxy Vote Outcomes
    • Elliott Investment Management releases the fourth episode of the Streamline 66 Podcast, featuring director nominee Sigmund Cornelius, who highlights the importance of unlocking Phillips 66’s asset value and clarifying its business focus.
    • The discussion centers on Cornelius’ past experience at ConocoPhillips and his views on strategic initiatives, including potential divestitures and organizational restructuring, which are pertinent as Elliott advances its proxy solicitation for board nominations.
    Apr 22, 2025, 12:45 PM
    Phillips 66 Governance Concerns and Strategic Shifts Highlighted in Survey and Podcast
    PSX
    Proxy Vote Outcomes
    Board Change
    • Phillips 66 ranked last among its peers in operational execution, CEO effectiveness, capital-allocation strategy, and overall value creation, based on a survey of institutional investors .
    • Investors support divesting non-core assets—including a potential sale of midstream assets—to eliminate the conglomerate discount and unlock shareholder value .
    • Concerns over management's strategic direction have led investors to back Elliott’s proxy card to elect new board members and drive necessary changes .
    • Elliott Investment Management released the second episode of the Streamline 66 Podcast, featuring director nominee Stacy Nieuwoudt, a former Citadel energy and industrials analyst .
    • The discussion focused on optimizing portfolio strategy and unlocking value through corporate structure transformation, highlighting a disconnect between management's views and investor expectations .
    Apr 16, 2025, 12:45 PM
    Phillips 66: Gregory Goff Endorses Strategic Transformation
    PSX
    Board Change
    Proxy Vote Outcomes
    • Veteran energy executive Gregory Goff backs Elliott Investment Management’s “Streamline 66” campaign to drive strategic, operational, and governance improvements at Phillips 66.
    • Goff brings over 40 years of industry expertise, including a pivotal role at Andeavor where he led a transformation that resulted in a 1,200% increase in shareholder returns.
    • His support reinforces Elliott’s broader efforts to enhance Phillips 66’s value and industry leadership.
    Apr 9, 2025, 1:51 PM
    Phillips 66 Board Change Proposal by Elliott
    PSX
    Board Change
    Proxy Vote Outcomes
    • Elliott Investment Management urges a board overhaul at Phillips 66 due to long-term underperformance and poor corporate governance, highlighting a comparison with peers like Valero Energy and Marathon Petroleum.
    • The proposal includes a move to de-stagger the board by requiring annual director elections and presents a slate of four independent director candidates with extensive industry experience.
    • Elliott’s Streamline 66 plan aims to simplify the company’s portfolio, improve refining operations, and potentially boost the share price to over $200 per share.
    Apr 3, 2025, 8:30 PM
    Phillips 66 Completes Acquisition of EPIC NGL
    PSX
    M&A
    • Phillips 66 has completed its acquisition of EPIC Y-Grade GP, LLC and EPIC Y-Grade, LP, marking the finalized purchase of its EPIC NGL business.
    • The transaction was executed for total cash consideration of approximately $2.2 billion, integrating subsidiaries with assets including fractionation facilities and extensive NGL pipelines.
    • This strategic move is expected to strengthen Phillips 66’s downstream energy portfolio by connecting Permian production with Gulf Coast refineries and petrochemical markets.
    Apr 1, 2025, 12:00 AM
    Phillips 66 Faces Board Governance Battle
    PSX
    Legal Proceedings
    Board Change
    • Elliott Investment Management L.P. filed a lawsuit in Delaware seeking to require that four board seats be up for election at the 2025 Annual Meeting to protect shareholder rights.
    • The legal action follows Phillips 66's announcement to reduce its Board from 14 to 12 directors, thereby limiting the number of seats in the 2025 class, which Elliott argues violates equalization requirements.
    • Elliott indicated that it would withdraw the complaint if the company confirms that at least four seats will be up for election, signaling a potential remedy to the governance issues.
    Mar 25, 2025, 8:02 PM
    Phillips 66 Highlights Strategic Integration and Operational Improvements
    PSX
    M&A
    New Projects/Investments
    Dividends
    • CEO Mark Lashier outlines the integration of midstream assets, including rolling up PSXP and DCP, achieving synergy savings of $500 million and monetizing $3.5 billion in non-core assets .
    • The discussion highlights significant refinements in operational efficiency, with crude utilization at 94% (well above the industry average) and yield improvements driving better product quality.
    • Strategic moves in the chemicals business, notably with CPChem and new projects like EPIC and Pinnacle, are aimed at enhancing growth and EBITDA while deepening portfolio integration.
    • The call also emphasizes a strong balance sheet, featuring an A3 BBB+ credit rating, robust cash generation, and a commitment to returning over 50% of operating cash flow to shareholders through dividends and share repurchases.
    Mar 18, 2025, 5:51 PM