Phillips 66 PSX
Phillips 66's refining/midstream conglomerate has trailed peers 450% since spin; spinning midstream, refocusing refining, and seating four new directors targets 75% upside to $183.
Thesis
Elliott, among Phillips 66's top-five shareholders, argues the company has underperformed Valero and Marathon Petroleum by roughly 450% since its 2012 spin from ConocoPhillips, trapped inside a conglomerate of refining, midstream, chemicals and marketing that neither refining nor midstream investors will fully credit. Refining opex per barrel is the highest among core peers, mid-cycle EBITDA targets have been repeatedly missed, and CEO Mark Lashier has responded by defending the integrated model and pursuing $3bn of dilutive midstream M&A while being elevated to Chairman. Elliott nominates four directors — Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt — and demands a special committee to spin or sell midstream, divest CPChem and European retail, and benchmark refining to Valero/Marathon. The Streamline 66 plan targets $183 per share, 75% upside from $103, with a Marathon-path scenario reaching $350+.
SCQA
Phillips 66 is the third-largest U.S. independent refiner with a $62bn enterprise value, operating an integrated refining, midstream, chemicals and marketing conglomerate spun from ConocoPhillips in 2012; Elliott is among its top-five shareholders.
Shares have trailed Valero and Marathon by ~450% since spin; CEO Mark Lashier has missed every mid-cycle target, runs the highest refining opex among peers, and is doubling down on dilutive midstream M&A while the Board rubber-stamps it.
Elect Elliott's four independent directors, form a special committee to spin or sell midstream, divest CPChem and European retail, and commit refining opex to parity with Valero and Marathon.
The Streamline 66 plan delivers ~$183 per share — 75% upside from $103, built from +$36 midstream unlock, +$18 refining improvement, +$27 non-core divestitures — rising above $350 under a Marathon-path execution scenario.
The three reasons
- 1
Phillips 66 has trailed Valero and Marathon by 450% since its 2012 spin — the conglomerate structure is broken
- 2
Spinning midstream plus operational fixes unlocks ~$26bn of trapped value and +75% upside to $183/share
- 3
CEO Mark Lashier has missed every mid-cycle target while the Board rubber-stamps dilutive midstream M&A
Primary demands
- Elect Elliott's four independent director nominees (Coffman, Cornelius, Heim, Nieuwoudt) at the 2025 Annual Meeting
- Form a special committee to spin or sell the Midstream segment
- Divest non-core assets including the CPChem JV stake and JET Germany/Austria retail
- Commit refining opex per barrel to parity with Valero and Marathon Petroleum
- Implement annual director elections for the entire board (declassify via voluntary resignation policy)
KPIs cited
Pattern membership
Precedents cited
- Marathon Petroleum transformation (Elliott 2019 engagement, Greg Goff, Speedway sale $17bn)
- Suncor Energy engagement (Elliott 2022; +$2.3bn free funds flow; 52% total return)
- NRG Energy engagement (Elliott 2017; 767% total return, +656% vs XLU)
- ConocoPhillips divestiture program (Sigmund Cornelius tenure as CFO)
- Andeavor / Motiva refining turnaround (Brian Coffman)
- Targa Resources midstream buildout (Michael Heim co-founder)
Slide gallery ·
Notes
Filed as EX-99.1 to a DFAN14A proxy solicitation on 2025-04-28 — Elliott's Streamline 66 proxy-fight deck targeting Phillips 66's May 2025 Annual Meeting. NOTE: document is misfiled under firm_folder '14_Icahn' but is authored entirely by Elliott Investment Management (Icahn has no involvement). Purpose-built proxy-fight sub-brand with custom 'STREAMLINE 66' logo parodying the Phillips 66 shield throughout; strong textbook-activist narrative architecture (SCQA opener, -450% peer-gap hero chart, SOTP waterfall to $183, CEO-quote contradictions from Lashier/Garland/PSX IR, Suncor and Marathon precedent analogies, named four-director slate). Document uses running tab navigation (Executive Summary / Phillips Requires Change / Streamline 66 / Addressing Phillips' Claims / Appendix). Stake not disclosed as a percentage — only 'among Phillips 66's top-five shareholders' per FAQ. Long appendix with detailed SOTP math not fully sampled; document ends with scraped Streamline66.com website/FAQ materials.