Slide 1: Investor Presentation
INVESTOR PRESENTATION
Slide 2: The Choice for Shareholders
ELLIOTT® The Choice for Shareholders May 6, 2025
Slide 3: Disclaimer
THIS PRESENTATION IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF ELLIOTT INVESTMENT MANAGEMENT L.P. AND ITS AFFILIATES (COLLECTIVELY, “ELLIOTT MANAGEMENT”) AS OF THE DATE HEREOF. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF
Slide 4: Does Phillips 66 Require Change?
DOES PHILLIPS 66 REQUIRE CHANGE? 3
Slide 5: Phillips 66 total shareholder return history
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Source: Bloomberg TSR is presented through 2/10/25, the date prior to Elliott’s release of its original Streamline66 presentation (the “unaffected date”). 4
Slide 6: Director quote on returns versus the synthetic alternative
"But at the end of the day, I think investors usually, and appropriately so, try to determine whether the company can generate higher returns than the synthetic alternative(1).” – Doug g Terreson,, Phillips p 66 Director Source: Company filings. (1) The synthetic alternative represents a theoretical
Slide 7: Source: Phillips 66 2024 10-K
6 Source: Phillips 66 2024 10-K page 46.
Slide 8: Board and management statements of satisfaction
“I am proud of the accomplishments of the Board and management team.” – Glenn Tilton, Lead Independent Director, April 2025 “But when you look at what we’ve done over the long term, we’ve been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders.” –
Slide 9: The choice for Phillips 66 shareholders
THE FOR PHILLIPS 66 SHAREHOLDERS: Support the current leadership team, which and is BY Elect empowered to
Slide 10: Elliott's case for change and nominees
+75% % $183 $183 Ò Improve accountability of Phillips 66’s management by adding credible directors with a mandate for change Ò Unlock substantial value trapped by Phillips 66’s conglomerate structure Ò Refocus the Company on operational excellence by adding deep industry expertise to the Board Ò Ins
Slide 11: Marathon Petroleum precedent and Phillips 66 potential
ELLIOTT Value of $100 Invested Since Elliott’s Public Disclosure of Marathon Position Improve Operating Closed a ~$2/bbl EBITDA gap ~$3.75/bbl EBITDA gap to Performance in line over Mike Hennigan’s first two Valero in 2024 with VLO years on the job Marathon added a new director in consultation with
Slide 12: Status quo versus Elliott's nominees
x Board and management is overtly satisfied D A mandate to improve with current performance and sees no need D A slate of directors who see significant upside for change from current levels x Poor capital-allocation execution, continued D No more value-destructive midstream M&A in midstream growth v
Slide 13: Relative performance versus peers
250% 0 225% 200% (100)% 175% (200)% 150% 125% (300)% 100% (400)% 75% (500)% 50% 25% (600)% – (700)% (25%) 2012 2013 2015 2016 2018 2019 2021 2022 2024 Sep-19 Sep-20 Sep-21 Sep-22 Sep-23 Sep-24 Source: Bloomberg as of the unaffected date. 12
Slide 14: Rebuttal of Phillips 66's Misleading Claims
REBUTTAL OF PHILLIPS 66°S MISLEADING CLAIMS
Slide 15: Midstream and refining separation claims
G Given market volatility and uncertainty, it is unlikely Value of integration is significant and makes tthere is a buyer for the CPChem or Midstream assets separating Midstream and Refining unattractive at fair value a A standalone refining and marketing & specialty business would trade at a meanin
Slide 16: Midstream acquisitions and opex gap to peers
The “decisive actions” taken by CEO Mark Lashier and his management team run counter to what shareholders have called for. The market has shown clear resistance to further midstream acquisitions at dilutive multiples. Blue borders indicate Divestiture proceeds were recycled into Surpassed by the com
Slide 17: Misleading TSR timeframe, peer group and methodology
Phillips 66 uses a misleading timeframe, an incorrect peer group and a distorting methodology in an attempt to manufacture TSR outperformance. In reality, the Company has dramatically underperformed its closest peers Valero and Marathon. Using CEO Transition as the start date ignores Phillips’ >50%
Slide 18: Inconsistent treatment of refining and M&S opex per barrel
DECEPTIVELY INCONSISTENT The Company argues It is misleading to combine M&S with refining results when convenient to show higher EBITDA/bbl, but then that PSX Refining and exclude M&S when including it would show that opex/bbl PSX M&S should be is significantly higher than peers fully combined for t
Slide 19: Opex per barrel declines driven by market forces
Phillips 66 uses incomplete disclosures to take credit for recent opex/bbl declines that are primarily attributable to market forces. This distracts from the fact that the Company continues to have significantly higher opex than its core peers. On an absolute basis, Phillips 66 is still by far the h
Slide 20: Indexed share price performance since Elliott letter
Indexed Share Price Performance Since Initial Elliott Letter: Midstream Peers(1) Phillips 66 intentionally excluded Valero, the only pure-play refiner of PSX scale, as well as all pure-play midstream comps. When adding in Valero 190 VLO and relevant midstream players, it is clear Phillips 66 trades
Slide 21: Midstream acquisition multiples versus Phillips 66 trading multiple
Midstream Acquisition TEV / EBITDA Multiples vs. Phillips 66 Trading Multiple (excl. TAR) (4) 9 – 12x (3) ~11x (2) ~10x (2) ~8.5x (3) 6.9x (1) ~7.0x PSX 2021 - PSXP Roll-Up DCP Roll-up Pinnacle EPIC NGL Midstream 2025 Avg Midstream Peers Source: Phillips 66 April 28, 2025 Presentation Announcement D
Slide 22: Growth projects consistently over budget
Phillips 66 has been unable to deploy organic growth capital within budget. Diminished Credibility on Growth Capex Key Projects Consistently Over Budget ($million) Cedar Bayou Ethane Cracker Gray Oak Pipeline Rodeo Renewable Diesel Make into (1/2) slides $2,900 $1,250 $6,000 Multiple – dilutive mult
Slide 23: CEO commentary on turnarounds and valuation
FACT: In Mr. Lashier’s commentary, he is incorrectly accounting for turnarounds. (1) Source: Phillips 66 April 28, 2025 Presentation Elliott is not spinning a quote out of context – this is what we heard from multiple investors who attended the same conference. Each recalled Mr. Lashier expressing v
Slide 24: Overstated costs of a midstream spin or sale
Phillips 66 has materially overstated the costs associated with a spin or sale of its Midstream business to cloud the simple, clear math showing the potential value unlock of a separation. ~$450 million in synergies are dramatically overstated • Margins in each segment are worse than peers – if ther
Slide 25: Overstated synergy loss and incremental G&A
The Company is overstating both the lost synergy opportunity of a Midstream separation and incremental G&A costs. Company Claim: Lost Synergy Opportunity ~$450mm C Company Claim: Incremental G&A Costs ~$300mm C Phillips 66 conflates synergies – value that only exists under combined Midstream pee
Slide 26: Tax leakage and one-time separation costs
Phillips 66 has guided the market to artificially high one-time costs for a Midstream separation transaction. A sophisticated Board with relevant experience and a focus on maximizing shareholder value could take actions to reduce these costs. Company Claim: Tax Leakage in a Sale ~$10bn Company Claim
Slide 27: Synergies versus commercial arrangements
Phillips 66 conflates ‘synergies’ with value from commercial arrangements. This value can be maintained through contracts with the Midstream SpinCo and will not be lost in a separation. Source: Phillips 66 April 28, 2025 Presentation 26
Slide 28: Phillips 66 claims versus reality (1)
Phillips 66’s Claim Elliott Interpretation Reality • Having pipelines owned by a third party would not affect refinery “Increased crude run rates at By owning the pipelines that feed these throughput volumes, provided Phillips 66 secures standard transport Sweeney, Ponca City, Billings and refinerie
Slide 29: Phillips 66 claims versus reality (2)
Phillips 66’s Claim Elliott Interpretation Reality • If the waterborne hard assets were sold separately from trading, Phillips 66 “Integrated waterborne operations Owning NGL-related midstream assets could retain full flexibility and priority access rights to maximize and trading optimize deliveries
Slide 30: Phillips 66 claims versus reality (3)
Phillips 66’s Claim Elliott Interpretation Reality • The commercial value that exists because of the refinery’s ability to “Advantaged crude supply at Lake The Lake Charles refinery optimizes crude use the terminal would not be impaired by a midstream separation, if Charles Refinery enabled by purch
Slide 31: Refining RemainCo versus core refining peers
Management argues PSX R&M RemainCo(1) will trade at a discount to PSX R&M RemainCo is a similar size as its core peers core refining peers “ In a somewhat surprising tactic, PSX management talked down the 2026E EBITDA((3)) Ψϳ͕ϯϰϵ potential SOTP upside (ie. [stating that the Company is] fairly valued
Slide 32: Additional Materials
ADDITIONAL MATERIALS
Slide 33: Marathon claims on integration and tax leakage
Claims of integration and tax leakage: During Elliott’s initial engagement, Management resisted calls to divest Speedway due to claims of dis- synergies, tax concerns and other integration related benefits that were proven false. Quotes from Gary Heminger, Former Chairman & CEO of Marathon Petroleum
Slide 34: Marathon dis-synergies solved with contracts
Claimed integration dis-synergies were solved with contracts. Separation resulted in sustained value creation which far outweighed the tax leakage (initially overestimated by Management). – Quotes from Mike Hennigan, CEO of Marathon Petroleum “ Let me make one comment on the Speedway deal relative t
Slide 35: Social Media Posts
SOCIAL MEDIA POSTS
Slide 36: Streamline 66 podcast post with Michael Heim
om) Streamline 66 @ a Michael Heim, Elliott nominee for Phillips 66’s (NYSE: PSX) Board and Co- Founder of Targa Resources: “They’ve got a reputation to repair.” Vote the GOLD card FOR Elliott’s highly qualified nominees and proposal calling for annual elections for all Board seats. Show more STREAM
Slide 37: Stronger nominees for Phillips 66's board
Streamline 66 @ Phillips 66 (NYSE: PSX) needs to refocus on operational excellence by adding deep industry expertise to its Board. Vote the GOLD card FOR Elliott’s highly qualified nominees and a proposal calling for annual elections for all Board seats. #Streamline66 STRONGER NOMINEES FOR PHILLIPS
Slide 38: Website Materials
WEBSITE MATERIALS
Slide 39: Streamline 66 website presentations page
STREANILINE 66 Home Nominees Podcast Materials AboutEllort- Contact How To Vote PRESENTATIONS ELLIOTT* STREAMLINE STREAMLINE 6G STREAMLINE 66 Presentations Presentations Presentations THE CHOICE FOR SHAREHOLDERS ELLIOTT’S PERSPECTIVES ON VALUE ELLIOTT’S PERSPECTIVES ON VALUE flay 6 2008 CREATION ADD
Slide 40: Contacts and additional information
E/ cFriedman@elliottmgmt.com Bruce Goldfarb / Pat McHugh (a) 8 (9) (0) (3) © (x) Okapi Partners LLC T / (877) 629-6357 T/ (212) 297-0720 E/ info@okapipartners.com Additional Information Elliott Investment Management L.P., together with the other participants in Elliott's proxy solicitation (collecti
Slide 41: Streamline 66 press releases
Home Nominees Podcast Materials About Elliott Contact STREANILINE GG. PRESS RELEASES ELLIOTT* STREAMLINE Press Releases ELLIOTT MANAGEMENT PRESENTS THE CHOICE FOR PHILLIPS 66 SHAREHOLDERS May 6, 2025 Press Releases ELLIOTT SENDS LETTER TO SHAREHOLDERS DETAILING PHILLIPS 66’S BROKEN CORPORATE GOVERNA
Slide 42: Streamline 66 press releases (continued)
SHAREHOLDERS RANK THE COMPANY LAST —_ FEATURING 1:1 CONVERSATION WITH IN OPERATIONS, CEO EFFECTIVENESS AND DIRECTOR NOMINEE STACY NIEUWOUDT VALUE CREATION April 15, 2025 April 16, 2025 STREAMLINE 66 Pres: ses Pres: es ELLIOTT LAUNCHES “STREAMLINE 66” ELLIOTT SENDS LETTER TO SHAREHOLDERS PODCAST FEAT
Slide 43: Additional information on proxy solicitation
Elliott Investment Management L.P, together with the other participants in Elliott's proxy solicitation (collectively, “Elliott’), has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission (‘SEC’) to be used to solicit proxies with