In February 2025, activist investor Elliott Management, with a stake worth more than $2.5 billion in Phillips 66, told the company to stop being a conglomerate and start looking like Valero. Management fought it to a draw. Then a war did what Elliott could not.
Financials come from company filings, earnings releases, and call transcripts, all linked below. History comes from company archives and press accounts, fuel prices from the EIA, and share prices from closing data through Oct. 9, 2026. Informational only, not investment advice.
By February 2025, Elliott Management had over $2.5 billion invested in Phillips 66 and had become the shareholder equivalent of a parent who won’t stop talking about the neighbor’s kid. From February 2015 to February 2025, Valero had beaten Phillips 66’s total shareholder return by 138 percentage points, according to Elliott’s comparison. Elliott wanted management to explain why its own burdensome child couldn’t bring home a report card like that.
Elliott had even supplied the homework and the tutor. Its Streamline66 plan called for shedding the pipelines, chemicals stake, and European gas stations so Phillips 66 could concentrate on refining. Management, led by CEO Mark Lashier, remained fond of the company it already ran, and the ensuing boardroom fight ended in May with two seats for each camp. Both sides found a victory there somewhere, which presumably helped with the legal bills.
Nine months after that vote, the Iran war made the refining argument painfully relevant to people who’d never heard of Elliott. Damaged Middle Eastern refineries and disrupted shipping squeezed fuel supplies, while attacks on Russian plants compounded the trouble. An already tight diesel market became a global shortage, with truckers and farmers paying for a problem they had no way to fix.
Lack of diesel supply was the bottleneck because the world needed both working refineries and a way to get their fuel to buyers. Another barrel of crude couldn’t haul a load or bring in a harvest until somebody processed it. Even reopening shipping routes wouldn’t instantly repair damaged plants, which is why the Dallas Fed warned that fuel prices could stay elevated relative to crude after traffic through Hormuz recovered.
For American refiners that could keep supplying diesel, those shortages meant fatter margins. By October 9, 2026, Phillips shares had gained roughly 116% for the year, which would’ve been easier to celebrate without Valero sitting next to it at 166%. Even after doubling investors’ money, Phillips couldn’t escape the neighbor’s kid.
Elliott hadn’t needed to predict a war for its preferred business model to benefit from one. However, buying either stock after that rally takes a little more homework. Investors need to understand what they’ll own when the diesel squeeze eases. The answer starts with how these two Texas companies built such different businesses.
Valero Grew Buying the Refineries Big Oil Didn’t Want
Nobody has ever had to send Valero a letter about focus.
Valero began its existence as an out of court settlement. In the 1970s, a Texas pipeline called Lo-Vaca sold cities cheap gas on fixed-price contracts and watched prices explode. It couldn’t afford its own promises due to OPEC supply constraints, so it cut off San Antonio and Austin one winter. The cities sued, and in 1979 its parent settled $1.6 billion in claims by spinning the pipeline off as a new company, majority-owned by the customers it had frozen, and named for the mission San Antonio de Valero, better known as the Alamo.
The refineries came later, as castoffs. When the majors decided in the late 1990s that refining was a headache, Valero’s founding CEO Bill Greehey, kept buying. Greehey, an accountant, bought Exxon’s refinery in Benicia, California in 2000, Premcor’s four in 2005, and Mobil’s New Jersey refinery in 2010, making it North America’s largest refiner. It has remained mostly a refiner ever since.
Fittingly, Lane Riggs is Valero’s current CEO. Mr. Riggs is a refinery lifer, who was a process engineer at a Panhandle refinery in 1989. When Elliott wrote “best-in-class peer,” this is who they meant.
Phillips 66 Was Supposed to Be the Pure-Play Refiner
Phillips 66’s definition of “pure-play” came with a generous helping of fine print. When ConocoPhillips announced its breakup in 2011, it promised a “leading pure-play independent refiner.” Yet the offspring also inherited pipelines and half of Chevron Phillips Chemical. By its May 2012 debut, CEO Greg Garland was already explaining how those businesses would distinguish Phillips from pure-play refiners.
Apparently, the family resemblance only went so far.
The Trainer refinery sale to Delta Air Lines fits that history, though it needs some context. ConocoPhillips had already idled the Pennsylvania plant in 2011. Phillips agreed to sell it the day before its stock began trading, then told investors the disposal reduced its exposure to expensive crude. Delta figured owning a refinery would help tame its jet fuel bill; the refining company was happy to hand over the keys.
Management had plenty of other places to put money. Its DCP Midstream joint venture was building the Sand Hills and Southern Hills pipelines to carry natural gas liquids to Gulf Coast markets. Chevron Phillips Chemical was expanding plants that could turn America’s abundant shale feedstocks into chemicals and plastics. Phillips wanted to earn money at several stops between the well and the customer, while still sending dividends and buybacks home to shareholders.
Phillips’ shopping continued. It spent $3.8 billion buying out DCP Midstream’s public investors in 2023, then agreed to buy EPIC NGL’s pipelines and processing assets for another $2.2 billion in January 2025. Elliott called for selling the Midstream division in February; Phillips closed the EPIC acquisition in April. The activist had arrived with a decluttering plan just as management was bringing home another purchase.
Meanwhile, Phillips had chosen to turn its hurricane-damaged Alliance refinery into a terminal and converted its Bay Area refinery at Rodeo to renewable fuels. Its investment pitch had something for the refining bull, the pipeline enthusiast and the investor looking for a future beyond petroleum. Keeping that whole table happy required money and management attention, and Elliott thought the refineries were getting the distracted-parent treatment.
Elliott’s complaint was that these businesses could command better valuations separately and that refining needed management’s undivided attention. The proposal landed on the desk of Mark Lashier, who became CEO in July 2022 after previously running Chevron Phillips Chemical. Elliott was asking him to sell Phillips’ stake in the business he used to run, which gave the discussion a little more history than the usual portfolio review.
Selected events. Valero’s acquisitions come from its company history; the Delta sale from Delta’s April 30, 2012 release; Berkshire Hathaway’s exit from Reuters; Phillips 66’s conversions and closures from company releases and trade press; the Elliott campaign and vote from SEC proxy filings and Reuters; 2026 margins from each company’s earnings releases.
Wars Made Refining the Hottest Business in Oil
In fairness to Big Oil, refining earned its reputation. A refiner buys crude and turns it into gasoline, diesel, jetfuel and many other raw materials for other processes. The refiner lives on the difference between the inputs and outputs, which the industry calls the “crack spread”. In a bad commodity year it barely keeps the lights on, and refining has had a lot of bad years. That’s why ConocoPhillips wanted out, and why Phillips 66 kept shopping for something steadier.
Then wars flipped the trade. By Phillips 66’s own count, about 7 million barrels a day of refining capacity went down across Asia and the Middle East, plus Russia’s, courtesy of Ukrainian drones. The Dallas Fed estimates the world lost up to a tenth of its refining capacity, and crack spreads blew past their 2022 peak.
Valero’s margin on a barrel nearly doubled from a year earlier. Phillips 66’s more than doubled as well. Both quadrupled their quarterly profits.
The tiny detail for Phillips 66 that nags at them like the neighbor’s kid. In the second quarter, its refineries earned slightly more per barrel than Valero’s. The 50-point gap comes from everything Elliott wanted sold.
Quarterly refining margin per barrel, from each company’s earnings releases. Valero reports margin per barrel of throughput and Phillips 66 reports a realized margin, so the definitions differ. Phillips 66’s first quarter absorbed mark-to-market hedge losses and a two-week product-pricing lag, per its April 8-K.
The Pipeline Elliott Wanted Sold Worked Exactly as Designed
Phillips 66’s Midstream unit runs gas plants and pipelines that move natural gas liquids from wellhead to market, charging by the barrel. In 2025, pipelines earned $2.83 billion before taxes while refineries earned $427 million. That was Phillip 66’s whole case for owning it and, from Elliott’s chair, the whole case for selling it to someone who’d pay full price.
The US-Iran war didn’t settle the debate, but it did pick the next revenue spike. Due to retaliatory strikes from Iran to its US-aligned neighbours and their refining infrastructure, and the resulting closing of the Strait of Hormuz led to a supply crunch for refined oil products including diesel. Valero and Phillips 66 were far from hostilities, and therefore could capitalize on this supply crunch. In the first half of 2026, pipeline profits came in about the same while refining went vertical, so refining was about 55% of Phillips 66’s segment profit, versus 83% at Valero. The pipelines did what Lashier promised, to Elliott’s chagrin. They were steady, and that was the problem.
Phillips 66 did make one refining bet before the war. In October 2025, it paid $1.3 billion to buy out its partner in two Midwest refineries, a purchase that looked like genius five months later. Elliott got a partial win that December, when Phillips sold a 65% stake in its JET retail fuel business in Germany and Austria. Phillips kept the other 35% and signed a multiyear fuel supply agreement, so management could collect the sale proceeds without entirely packing its bags.
Full-year 2025 versus the first half of 2026 (Q1 plus Q2), from each company’s earnings releases; corporate costs excluded. Valero’s figures are adjusted operating income and Phillips 66’s are adjusted pre-tax income, so the measures differ. Valero’s renewable diesel segment includes 100% of its 50/50 Diamond Green Diesel venture.
The VLO vs. PSX Scorecard, for Anyone Skimming
Operating results are for Q2 2026, ended June 30. Cash flow and shareholder returns cover the first six months of 2026 where noted. Buyback authorizations are post-quarter July updates, while stock performance runs from the June 30 close through Oct. 9.
| Valero (VLO) | Phillips 66 (PSX) | |
|---|---|---|
| Net income, Q2 | $3.72B, or $12.62 a share | $3.85B, or $9.55 a share |
| Refining margin, Q2 | $23.62 a barrel | $24.08 a barrel |
| Refining profit, Q2 | $4.44B adjusted operating income | $3.09B adjusted pre-tax income |
| Everything else, Q2 | Renewable diesel $717M; ethanol $318M | Midstream $785M; renewable fuels $544M; marketing $514M; chemicals $404M |
| Barrels processed, Q2 | 2.95M a day | About 2.05M a day |
| Operating cash flow, H1 | $6.97B | $5.00B |
| Cash returned, H1 | $3.55B, including $2.84B of buybacks | $1.67B, including $648M of buybacks |
| Diluted shares vs. year ago | 294M, down 5.8% | 403M, down 1.3% |
| Net debt to capital, June 30 | 11% | 33% |
| Quarterly dividend at Q2 | $1.20 | $1.27 |
| Post-Q2 buyback authorization | $5B added July 16, on top of $1.42B remaining at June 30 | $10B increase approved July 29; $1.66B remained at June 30, taking cumulative authorizations since 2012 from $25B to $35B |
| Stock since Q2 ended, through Oct. 9 | $260.44 → $433.75, up 66.5% | $169.05 → $278.18, up 64.6% |
| California refinery idled | Benicia, fully idled April 2026; roughly 145,000 bpd crude capacity | Los Angeles, fuel production wound down in late 2025; roughly 139,000 bpd crude capacity |
| CEO | Lane Riggs, since 2023; started as a refinery engineer in 1989 | Mark Lashier, since 2022; ran Chevron Phillips Chemical from 2017–2021 |
| What you’re really buying | The cleaner refining bet: about 83% of H1 segment profit came from refining | The diversified downstream bet: about 55% came from refining, with pipelines, chemicals, marketing and renewable fuels providing the rest |
Company operating and financial figures come from each company’s Q2 earnings release and 10-Q. Segment measures differ between the companies. Stock changes use daily closing prices. Refinery capacities use comparable crude-capacity figures.
In March, Phillips 66’s Hedges Sent a $3 Billion Bill
Phillips 66 also hedges future revenues in the literal sense. It “routinely carries a net short position” in oil and fuel derivatives, which protects the input barrels it holds if prices fall before they can become output. That would be prudent in a normal year. In March 2026, prices went straight up, and the insurance sent a bill.
Its April 8-K, the kind of filing Search10k summarizes for you, spelled it out. Spot prices had run against a short position of about 50 million barrels, and Phillips 66 had to post roughly $3 billion of cash as collateral. The same filing disclosed a new $2.25 billion loan. Operating cash flow for the quarter: negative $2.3 billion.
About half the paper loss reversed by June, and debt fell back to $20.6 billion. Still, keep the sequence in mind the next time Lashier calls 2026 “the case where preparation meets opportunity.” In the quarter the opportunity arrived, Phillips 66 was arranging a loan while Valero earned $1.26 billion and handed $938 million of it back to shareholders.
The wonky hedge book never made Elliott’s shareholder letter. If there’s a sequel, it might.
Net debt is total debt minus cash and cash equivalents at each quarter-end, from each company’s earnings releases (Valero’s excludes finance lease obligations). Ratios are as each company reports them. The collateral figure is from Phillips 66’s April 2026 Form 8-K.
Valero Spent the Boom Buying Its Own Stock
Handing money back to shareholders is the one habit these two share, and the one place Phillips 66 never needed coaching. From 2012 through 2025, Both Valero and Phillips 66 spent about $26 billion apiece on share buybacks, and Phillips 66’s best deal may have been the 35 million shares it took off Berkshire’s hands at $93.73 per shareback in 2018. They closed at $278.18 on Oct. 9, 2026.
Valero still got more for its money. Its diluted share count is down 47% since 2012, against 37% at Phillips 66, which issued 41.8 million new shares in 2022 to buy out the remaining public unitholders of Phillips 66 Partners, its pipeline partnership.
This year the gap widened. Valero bought back $2.84 billion of stock in the first half as the price kept rising through the U.S.-Iran war. Phillips 66, meanwhile, was repaying its March price-hedging loan and bought back $648 million. “Even at a higher share price, buybacks are a better use of cash than the alternatives,” Valero CFO Homer Bhullar told analysts in July.
That’s a confident bet from a company whose fortunes still rise and fall mainly with refining. If crack spreads stay fat, retiring shares at a record pace looks smart. If margins roll over and the stock follows them down, those same buybacks will be one of the first capital-allocation decisions investors revisit.
Weighted-average diluted shares from each company’s 10-K filings (via SEC XBRL data), indexed to 2012 = 100; the last point is the June 2026 quarter. Buyback totals are purchases of common stock from the cash flow statements. Phillips 66 began trading May 1, 2012.
Six months ended June 30, 2026, from the cash flow statement in each company’s second-quarter 10-Q. The $2.13 ratio is our arithmetic.
No More Kicks for Phillips 66 After Shutting Its LA Refinery
One call both made the same way looks strange in a diesel shortage. Phillips 66 got its name in 1927 from a road test near Tulsa, when an official remarked that the car was going “like 60” and the driver shot back, per company histories, “Sixty nothing … we’re doing 66!” They drove on the fabled Route 66, which ran to Los Angeles.
In late 2025, Phillips 66 stopped making fuel at its Los Angeles refinery. Valero finished idling the Benicia plant it bought from Exxon in late April 2026. Both decisions predate the war. Shutting California refineries during the worst refinery shortage in years still stings, and will be second-guessed for a while.
Valero at least kept the keys in the ignition. It plans to hold on to Benicia’s permits and keep the site “in a safe, clean, and idled condition.” In the meantime, a federal Jones Act waiver has let Valero and other refiners move more Gulf Coast fuel to supply-tight markets on the East and West Coasts. Valero was shipping barrels from Corpus Christi to California, and its general counsel said the waiver had “kept the West Coast and the East Coast wet.”
However, it hasn’t solved the diesel shortage. By October, Washington was looking overseas too, pressing France and Germany to release emergency stocks and striking a deal for Russia to resume diesel shipments.
The Biggest Risk to Both Stocks Is Peace
Here Lashier gets his swing at Elliott, because the case for the pipeline is the case for peace. Everything working for Valero depends on a refinery shortage, and shortages ultimately come to an end. A ceasefire that holds, or tankers rerouting around both Straits of Hormuz and Bab el Mandab, and eventually repaired Middle Eastern refineries. That’s wonderful news for nearly everyone, bad news for crack spreads. The Dallas Fed expects fuel to stay expensive relative to crude after the strait reopens, but nobody has a reliable forecast for a war.
If margins fall, Valero has little else to lean on. It’s also still fixing a diesel unit at Port Arthur after a March 23 explosion and fire requiring a neighborhood evacuation. There’s a reason why residents living near plants back into parking spots! As of July the repair bill was about $250 million, much of it insured, with a proposed class action pending.
Phillips 66’s risks are tangled: a hedge book that can swing billions in a quarter, debt about $3.6 billion above its 2027 target at June 30, and a Semafor report of merger talks with Marathon Petroleum that fizzled. Neither company commented. Marathon was the other peer in Elliott’s letter to shareholders.
Valero’s Case for Fat Margins Rests on Europe’s Worst Refineries
Valero, naturally, doesn’t think the good times end when the shooting does, and its argument beats most.
On the July call, COO Gary Simmons said crack spreads “are now really being set by hydroskimming margins in Northwest Europe.” A hydroskimmer is the most basic refinery operating. It can split crude into fuels but lacks the expensive units that wring extra gasoline and diesel from each barrel, so it only makes money when margins are fat. If the world needs them running, Simmons said, “mid-cycle margins will have to be sufficient to incentivize hydroskimming capacity in Europe to run.”
So the diesel in your truck or tractor may now be priced off the clunkiest refinery the world can’t do without. The Dallas Fed’s numbers fit: since 2019, Europe and North America have lost 2.1 million barrels a day of refining capacity, while China and the Middle East added 4.4 million, some of which are now offline.
It is, of course, the forecast you’d expect from the company with the most riding on it. It’s also the one Elliott would make.
| Lane Riggs has run Valero since mid-2023, and Mark Lashier has run Phillips 66 since 2022. Want to know whether either one did what he said he’d do? Search10k’s CEO Leadership Report grades executives against the plans in their own filings. |
So Whose Story Are You Buying?
Elliott wanted Phillips 66 to look more like Valero. Then 2026 handed it the perfect case study. Refining capacity disappeared, diesel got scarce, margins exploded, and the company built around refining captured more of the upside.
The harder question is whether the war is also changing the setup that made that possible.
Saudi Arabia and the UAE already have pipelines capable of moving millions of barrels a day around Hormuz, and the UAE plans to add another 1.5 million barrels of daily bypass capacity by 2027. Saudi Arabia has pushed more crude through Yanbu to avoid both Hormuz and, on Europe-bound routes, Bab al-Mandab. The lesson from 2026 is fairly obvious: Gulf producers don’t want this much of their business depending on a couple of narrow waterways again.
Those fixes won’t rebuild damaged refineries overnight. Diesel exports from the Gulf have recovered much more slowly than crude, which could leave Valero in a pretty attractive middle ground: more feedstock available while finished fuel stays scarce.
Every new pipeline, hardened facility and alternate export route chips away over the long term at the scarcity premium that made 2026 extraordinary.
That brings the Elliott fight full circle. If refining stays unusually profitable, Valero gives investors more of it. But if the world gets better at ending or preventing wars, Phillips 66’s pipelines, chemicals and marketing value mix looking less like distractions and more like the point.
If you’ve followed this series, you know the filings tell the real story. Search10k lines them up side by side.
| Try it on two companies you actually own. Drop any pair into the Screener and see what shakes out. Start free, or contact us and we’ll walk you through it. |
PRIMARY SOURCES
- Valero. Second Quarter 2026 Results, Form 8-K Exhibit 99.01 (SEC EDGAR, July 30, 2026). Net income, segment operating income, throughput, refining margins, cash flow, payout ratio, debt and leverage.
- Valero. Form 10-Q for the quarter ended June 30, 2026 (SEC EDGAR). First-half buybacks and dividends, the July 16 repurchase authorization, Benicia idling and permits, and Port Arthur litigation.
- Valero. First Quarter 2026 Results (SEC EDGAR, Apr. 30, 2026), Fourth Quarter 2025 Results (SEC EDGAR, Jan. 29, 2026) and Third Quarter 2025 Results (Oct. 23, 2025). Quarterly margins, 2025 segment results, the California impairment and first-quarter returns.
- Valero. Q2 2026 earnings call transcript (July 30, 2026), for quotes from Gary Simmons, Homer Bhullar and Richard Walsh, the hydroskimming argument and the Port Arthur repair estimate.
- Federal Reserve Bank of Dallas. Lane Riggs, Energy Advisory Council biography, for his start as a process engineer in 1989 and his refining career. Phillips 66. CEO transition announcement, Form 8-K Exhibit 99.1 (SEC EDGAR, Apr. 12, 2022), for Mark Lashier’s background and his years as CEO of Chevron Phillips Chemical.
- Valero. Our History (company website), for the Lo-Vaca succession, the Alamo name, Benicia, Premcor and ethanol.
- Phillips 66. Second-Quarter 2026 Results, Form 8-K Exhibit 99.1 (SEC EDGAR, Aug. 5, 2026). Earnings, segment pre-tax income, realized margin, processed inputs, debt and leverage.
- Phillips 66. Form 10-Q for the quarter ended June 30, 2026 (SEC EDGAR). First-half cash flows, buybacks and dividends, and the Los Angeles site.
- Phillips 66. First-quarter 2026 update, Form 8-K Exhibit 99.1 (SEC EDGAR, April 2026) and First-Quarter 2026 Results (SEC EDGAR, Apr. 29, 2026). The net short position, collateral outflow, term loan, mark-to-market losses and CPChem’s Middle East operations.
- Phillips 66. Fourth-Quarter 2025 Results (SEC EDGAR, Feb. 4, 2026) and Second-Quarter 2025 Results (SEC EDGAR). 2025 segment results, Los Angeles depreciation, 2025 realized margins, the WRB buyout and the sale of the German and Austrian retail business.
- Phillips 66. Q2 2026 earnings call transcript (Aug. 5, 2026), for quotes from Mark Lashier and Brian Mandell and the $17 billion debt target.
- Phillips 66. Share repurchase authorization (July 31, 2026), dividend increase (Feb. 11, 2026), 2025 annual meeting results, Form 8-K (May 2025) and Berkshire Hathaway repurchase, Form 8-K (Feb. 13, 2018).
- SEC EDGAR XBRL data for Valero and Phillips 66: annual diluted share counts, buybacks and dividends from 10-K filings, 2012–2025, and cover-page shares outstanding.
- Federal Reserve Bank of Dallas. Refinery outages pumping up fuel prices more than cost of crude oil (Oct. 8, 2026). U.S. Energy Information Administration, weekly retail gasoline and diesel prices. Wikipedia, 2026 Strait of Hormuz crisis, for the war’s start date and the strait’s closure.
- U.S. Environmental Protection Agency. Valero Port Arthur Refinery fire response site (March 2026).
- The Christian Science Monitor. A court case produces a prosperous gas company (Sept. 30, 1980); Wikipedia, Coastal Corporation and William Greehey. Lo-Vaca, the $1.6 billion settlement, the spin-off terms and Greehey’s background. Valero, Our History, for its refinery acquisitions from Mobil, Exxon, Premcor and Chevron.
- Hydrocarbon Processing. ConocoPhillips to spin off downstream business (July 14, 2011). Delta Air Lines. Delta subsidiary to acquire Trainer refinery complex (Apr. 30, 2012). Reuters via Investing.com. Buffett’s Berkshire slashes Goldman stake; exits Phillips 66, Travelers (May 15, 2020). Hydrocarbon Engineering. Phillips 66 to convert Alliance Refinery into a terminal facility (Nov. 10, 2021). Phillips 66. Major milestone in production of renewable diesel (Business Wire, Apr. 1, 2024).
- Wikipedia, Frank Phillips (oilman); International Directory of Company Histories via Encyclopedia.com, for Frank Phillips and the Route 66 road test. Barry Popik, Luck is what happens when preparation meets opportunity, on the origin of the saying.
- Elliott Investment Management. Letter and Streamline66 presentation to Phillips 66, Form DFAN14A Exhibit 99.1 (SEC EDGAR, Feb.–Mar. 2025), for the stake, the “conglomerate” critique, the Valero and Marathon comparisons and the breakup proposals. Phillips 66. 2025 preliminary proxy statement, Form PRE 14A (SEC EDGAR, Mar. 2025), for the company’s “integrated downstream” positioning. Reuters via Bartlesville Radio. Shareholders deliver mixed verdict in Phillips 66 boardroom battle (May 21, 2025), for the vote outcome and the Elliott and Lashier quotes. Semafor. Phillips 66, Marathon held now-scuttled merger talks (Aug. 14, 2026).
- StockAnalysis price history for VLO and PSX (Oct. 9, 2026 closes) and MacroTrends for 2025 year-end closes (VLO, PSX).
Disclaimer: This article is for informational and educational purposes only. It is not investment advice, a research report, or an offer or solicitation to buy or sell any security, including shares of Valero Energy or Phillips 66, and nothing in it should be read as a recommendation. Statements of fact come from public filings, earnings releases, call transcripts, government data and press reports, all linked above and historical in nature; past performance does not guarantee future results. Company history, including the Lo-Vaca litigation, Valero’s refinery acquisitions, the Trainer refinery sale to Delta Air Lines, Berkshire Hathaway’s exit from Phillips 66 and the origin of the Phillips 66 name, comes from company histories, company and press releases, encyclopedias and press reports rather than SEC filings, and some details are reported rather than documented. Market values, share-price changes, cumulative buyback totals, share-count indexes, segment shares, Phillips 66’s barrels-per-day figure and cash-return ratios are our own arithmetic from company-reported and exchange data, not company-reported measures. Adjusted operating income, adjusted pre-tax income and realized refining margin are non-GAAP or company-defined measures that each company calculates differently. The reported Phillips 66–Marathon Petroleum merger discussions come from press reporting citing unnamed sources and were not confirmed by either company. Quotations from Mark Lashier, Gary Simmons, Homer Bhullar and Richard Walsh, and Brian Mandell’s capacity estimate, are drawn from their companies’ second-quarter 2026 earnings calls; quotations from Elliott Investment Management and from Phillips 66’s proxy materials come from filings on SEC EDGAR and from Reuters’ report of the May 21, 2025 annual meeting; Warren Buffett’s comment comes from Phillips 66’s February 2018 release, and ConocoPhillips’ descriptions come from its July 2011 announcement. Executive backgrounds come from company announcements and published biographies. Characterizations of the companies, their executives, Elliott Investment Management and the proxy contest, metaphors, jokes and any interpretation or characterization of these facts are opinion, not statements of fact. Forward-looking items, including Valero’s view of future mid-cycle margins, Phillips 66’s debt target, both companies’ share repurchase authorizations, Valero’s plans for the Benicia site, the Port Arthur repair estimate and the Dallas Fed’s outlook, are forward-looking statements by the companies or third parties, are subject to the risks and uncertainties described in the companies’ SEC filings, and may differ materially from actual results. Readers should do their own due diligence and consult a licensed professional before making any investment decision.
