Third-Party Findings Are Based on Feedback From Phillips 66 Investors Representing More Than 60% of the Company's Institutional Shares Outstanding Shareholders Do Not Believe the Company's Strategy or Conglomerate Structure Make Sense WEST PALM BEACH, Fla., April 16, 2025 /PRNewswire/ -- Elliott Investment Management L.P. ("Elliott"), which manages funds that together are a top-five shareholder in Phillips 66 (NYSE: PSX) (the "Company" or "Phillips"), today released findings from a recent Elliott-commissio ...

Core Viewpoint - Elliott Investment Management is seeking strategic, operational, and governance improvements at Phillips 66, supported by former Andeavor CEO Gregory Goff, to enhance shareholder value [1][3]. Group 1: Elliott's Campaign and Support - Elliott Investment Management is a top-five shareholder in Phillips 66 and has launched the "Streamline 66" campaign to boost shareholder value [1]. - Gregory Goff, with over 40 years of experience in the energy sector, including significant roles at ConocoPhillips and Andeavor, is supporting Elliott's efforts [2]. - Goff's leadership at Andeavor resulted in a remarkable 1,200% increase in shareholder returns, showcasing his capability in financial and operational transformations [2]. Group 2: Strategic Vision for Phillips 66 - Both Elliott and Goff believe that with necessary improvements, Phillips 66 can become a stronger and more valuable company for employees and investors [3]. - Elliott has filed a definitive proxy statement with the SEC to solicit proxies for the election of its director candidates at the upcoming 2025 annual meeting [4]. Group 3: Background on Elliott - Elliott Investment Management manages approximately $72.7 billion in assets as of December 31, 2024, and has a diverse investor base including pension plans and sovereign wealth funds [5].

Core Insights - Elliott Investment Management has launched the Streamline 66 Podcast to discuss its campaign for change at Phillips 66, featuring conversations with director nominees and industry experts [1][2] - The first episode features Brian Coffman, a seasoned operator with extensive experience in refining, including leadership roles at ConocoPhillips and Motiva [3] Company Overview - Phillips 66 is a major player in the refining industry, and Elliott Investment Management is a top five shareholder in the company [1][8] - Elliott is seeking to elect four highly qualified nominees to the Board of Directors during the upcoming Annual Meeting [2][5] Industry Context - Brian Coffman emphasizes the potential of Phillips 66's refining assets, countering the notion that they are outdated, and aims to restore the company's historical operating excellence [7] - The podcast aims to provide shareholders with insights into the nominees and Elliott's vision for Phillips 66 [2][3]

Core Viewpoint - Elliott Investment Management argues that Phillips 66 has consistently underperformed compared to its industry peers, with shares lagging behind Valero Energy and Marathon Petroleum by -138% and -188% over the past decade, respectively [1][10]. Group 1: Streamline 66 Plan - Elliott proposes a three-part "Streamline 66" plan aimed at increasing Phillips' stock price to over $200 per share, which includes simplifying the portfolio, reviewing refinery operations, and enhancing Board oversight [2][12]. - The plan emphasizes the need to divest non-core assets, such as the midstream business, which could be valued at over $40 billion, to focus on improving refining operations [21]. Group 2: Board Accountability and Governance - Elliott advocates for all directors to commit to a one-year term and stand for election at each Annual Meeting, enhancing accountability and governance [3][31]. - The current staggered Board structure limits accountability, and past proposals to address this have failed due to the high voting threshold required [32][34]. Group 3: Director Nominees - Elliott has nominated four highly qualified director candidates to bring necessary experience and perspectives to the Board, including individuals with significant backgrounds in refining and energy sectors [6][29]. - The nominees are expected to enhance Board independence and oversight, which is crucial for restoring investor trust and improving company performance [30]. Group 4: Historical Context and Comparisons - Elliott draws parallels with Marathon Petroleum, which successfully implemented changes after Elliott's engagement, resulting in a ~150% relative outperformance in share price [11]. - The letter highlights that Phillips 66's management has resisted necessary changes and has not prioritized shareholder value, leading to ongoing underperformance [9][25].

Core Viewpoint - CVR Energy (NYSE: CVI) has the potential to return to the $30 range if the dividend is reinstated, supported by diversified income streams in the oil, fertilizer, and biofuel markets [1] Group 1: Company Analysis - The company is positioned to capitalize on positive developments in multiple sectors, including oil, fertilizer, and biofuels [1] - The reinstatement of dividends could significantly influence the stock price, indicating a strong correlation between dividend policies and market valuation [1] Group 2: Market Context - The diversified income streams of CVR Energy suggest resilience and adaptability in fluctuating market conditions [1]

Group 1: Company Overview - Phillips 66 plans to shut down its 147,000 barrels-per-day Los Angeles refinery by October, as announced by CEO Mark Lashier at the Piper Sandler Energy Conference [1] - The company had previously indicated that the facility would be idled in the fourth quarter of 2025 due to increasing challenges in the California refining sector [1] Group 2: Impact on Fuel Supply and Prices - The closure of the Los Angeles refinery could significantly impact California's fuel supply and prices, with historical spot CARBOB gasoline prices reaching nearly $5 per gallon in September 2022 and 2023 [2] - The shutdown, along with seasonal refinery maintenance and the transition from summer to winter fuel grades, may create supply constraints in the fall [2] Group 3: Market Dynamics and Challenges - California's gasoline demand typically remains strong in early fall, and the planned closure may lead to market disruptions, especially if additional refinery outages occur simultaneously [3] - The shutdown highlights broader challenges for refiners in California, including regulatory pressures and shifting market dynamics [3][4] Group 4: Industry Context - Phillips 66's decision reflects the evolving landscape of the refining industry in California, with long-term implications for fuel availability and pricing across the region [4]

Group 1 - Elliott Investment Management has nominated seven independent candidates for the Board of Phillips 66 for the 2025 Annual Meeting, aiming to enhance the company's governance and performance [1][2][3] - The three key initiatives proposed by Elliott to improve Phillips' performance include portfolio simplification, an operating review, and enhanced oversight [2] - Elliott's proposal includes a non-binding request for annual director elections to increase accountability and align with shareholder interests, responding to previous strong support for such measures [4][5] Group 2 - The candidates nominated by Elliott possess extensive experience in refining, midstream operations, capital allocation, and corporate governance, which are critical for Phillips' strategic direction [3][6] - The nominees include Brian Coffman, Sigmund Cornelius, Michael Heim, Alan Hirshberg, Gillian Hobson, Stacy Nieuwoudt, and John Pike, each bringing unique expertise from their respective backgrounds in the energy sector [6][7][8][9][10][11][12][13] - Elliott holds a 5.5% economic interest in Phillips 66, with significant shareholdings and derivative agreements, indicating a strong investment position [19]

Financial Data and Key Metrics Changes - The net asset value (NAV) decreased by $223 million from the third quarter of 2024, primarily due to the decline in CVR Energy and an agreement to sell certain properties in the real estate segment [7][10]. - The investment funds were down approximately 1.6% for the quarter, with the largest decliner being the investment in Caesars [11]. - The company ended the quarter with $1.4 billion in cash and cash equivalents at the holding company and an additional $915 million at the funds [12]. Business Line Data and Key Metrics Changes - Energy segment EBITDA for Q4 2024 was $99 million, down from $204 million in Q4 2023, driven by reduced throughput and lower crack spreads [17]. - The refining margin per throughput barrel decreased to $8.37 from $15.01 in the prior year quarter due to lower crack spreads and unfavorable market derivative valuations [18]. - The automotive segment continues to lag due to previous self-inflicted wounds, but a new CEO has been appointed to implement strategies for remediation [20]. - Real estate adjusted EBITDA decreased by $5 million compared to the prior year quarter, driven by reduced sales of single-family homes [22]. - Food Packaging's adjusted EBITDA decreased by $6 million due to a shift in product mix and lower pricing [23]. - Home fashions adjusted EBITDA increased by $2 million due to lower material costs and improved manufacturing efficiencies [24]. Market Data and Key Metrics Changes - The average realized gate prices for urea were $229 per ton, while ammonia increased by 3% to $475 per ton compared to the prior year quarter [18]. Company Strategy and Development Direction - The company remains focused on building asset value and maintaining liquidity to capitalize on opportunities within and outside existing operating segments [25]. - The management emphasizes an activism strategy, leveraging the Icahn brand name and history to drive shareholder value [46][47]. Management's Comments on Operating Environment and Future Outlook - Management noted that recent improvements in crack spreads could bode well for CVR Energy, and a change in administration may resolve outstanding litigation regarding small refinery exemptions [9]. - The company anticipates that challenges in the automotive segment will be resolved and results normalized by the second half of 2025 [20]. Other Important Information - The board maintained the quarterly distribution at $0.50 per depository unit [13]. - The funds ended the quarter approximately 22% net long, adjusting for refining hedges, the fund was 35% net long [16]. Q&A Session Summary Question: Inquiry about hedge funds' net long position - The net long position was 22%, with a 35% net long excluding energy hedges. The previous position at the end of the third quarter was net short 2% [28][30]. Question: Clarification on real estate segment's indicative net asset value adjustment - The significant increase in indicative net asset value was due to an agreement to sell certain properties that exceeded book value, leading to a revaluation of remaining assets [35][37].