Phillips 66 Announces Sale of 25% Equity Interest in Rockies Express Pipeline to Tallgrass Energy Subsidiary

Phillips 66 (NYSE:PSX) announced today it has agreed to sell its 25% non-operated common equity interest in Rockies Express Pipeline LLC (REX) to a subsidiary of Tallgrass Energy, LP (TGE) for an enterprise value of approximately $1.275 billion. TGE is the operator of REX and will own 100% of the common equity interest in REX following the transaction. This transaction generates pre-tax cash proceeds of $685 million to Phillips 66 after adjustments for Phillips 66's allocation of REX's debt and preferred equity balances.

"This sale is an important step in our commitment to deliver over $3 billion in asset divestitures," said Mark Lashier, Chairman and CEO of Phillips 66. "We are committed to managing our portfolio and monetizing assets that no longer fit our long-term strategy."

The expected proceeds will support Phillips 66's strategic priorities, including returns to shareholders.

REX, a 1,714-mile pipeline system, is one of the largest natural gas pipelines in the United States and provides over 5 billion cubic feet per day of bi-directional natural gas transportation service between the Rockies, Appalachia and the northeastern United States.

The transaction is expected to close today.

About Phillips 66

Phillips 66 (NYSE:PSX) is a leading diversified and integrated downstream energy provider that manufactures, transports and markets products that drive the global economy. The company's portfolio includes Midstream, Chemicals, Refining, and Marketing and Specialties businesses. Headquartered in Houston, Phillips 66 has employees around the globe who are committed to safely and reliably providing energy and improving lives while pursuing a lower-carbon future. For more information, visit phillips66.com or follow @Phillips66Co on LinkedIn.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements within the meaning of the federal securities laws. Words such as "anticipated," "estimated," "expected," "planned," "scheduled," "targeted," "believes," "continues," "intends," "will," "would," "objectives," "goals," "projects," "efforts," "strategies" and similar expressions are used to identify such forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements included in this news release are based on management's expectations, estimates and projections as of the date they are made. These statements are not guarantees of future performance and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Forward-looking statements contained in this release include, but are not limited to, statements regarding the expected benefits of the transaction to Phillips 66 and its shareholders and the anticipated consummation of the transaction and the timing thereof. Factors that could cause actual results or events to differ materially from those described in the forward-looking statements include: fluctuations in NGL, crude oil, refined petroleum product and natural gas prices, and refining, marketing and petrochemical margins; changes in governmental policies or laws that relate to NGL, crude oil, natural gas, refined petroleum products, or renewable fuels that regulate profits, pricing, or taxation, or other regulations that limit or restrict refining, marketing and midstream operations or restrict exports; the effects of any widespread public health crisis and its negative impact on commercial activity and demand for refined petroleum products; Phillips 66's ability to timely obtain or maintain permits necessary for capital projects; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs including the renewable fuel standards program, low carbon fuel standards and tax credits for biofuels; Phillips 66's ability to achieve the expected benefits of the integration of DCP Midstream, LP, including the realization of synergies; the success of Phillips 66's business transformation initiatives and the realization of savings and cost reductions from actions taken in connection therewith; unexpected changes in costs for constructing, modifying or operating Phillips 66's facilities; Phillips 66's ability to successfully complete, or any material delay in the completion of, asset dispositions or acquisitions that we may pursue; unexpected difficulties in manufacturing, refining or transporting Phillips 66's products; the level and success of drilling and production volumes around Phillips 66's midstream assets; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products, renewable fuels or specialty products; lack of, or disruptions in, adequate and reliable transportation for Phillips 66's NGL, crude oil, natural gas, and refined products; potential liability from litigation or for remedial actions, including removal and reclamation obligations under environmental regulations; failure to complete construction of capital projects on time and within budget; Phillips 66's ability to comply with governmental regulations or make capital expenditures to maintain compliance with laws; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets, which may also impact Phillips 66's ability to repurchase shares and declare and pay dividends; potential disruption of Phillips 66's operations due to accidents, weather events, including as a result of climate change, acts of terrorism or cyberattacks; general domestic and international economic and political developments, including armed hostilities (such as the Russia-Ukraine war), expropriation of assets, and other political, economic or diplomatic developments; international monetary conditions and exchange controls; changes in estimates or projections used to assess fair value of intangible assets, goodwill and property and equipment and/or strategic decisions with respect to Phillips 66's asset portfolio that cause impairment charges; investments required, or reduced demand for products, as a result of environmental rules and regulations; changes in tax, environmental and other laws and regulations (including alternative energy mandates); political and societal concerns about climate change that could result in changes to Phillips 66's business or increase expenditures, including litigation-related expenses; the operation, financing and distribution decisions of equity affiliates we do not control; and other economic, business, competitive and/or regulatory factors affecting Phillips 66's businesses generally as set forth in its filings with the Securities and Exchange Commission. Phillips 66 is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

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