Phillips 66 Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation

Phillips 66 (NYSE: PSX) recommends that shareholders not tender their shares in response to an unsolicited "mini-tender offer" by TRC Capital Corporation (TRC). TRC is offering to purchase up to 3 million shares, or less than 0.48% of Phillips 66’s outstanding common stock. TRC's offer price of $31.30 per share represents a 4.78% discount to the Phillips 66 closing share price on June 25, 2012, the day prior to the commencement of TRC’s mini-tender offer.

Phillips 66 strongly recommends investors obtain current market quotes for their shares of common stock and consult with their financial advisors with respect to TRC's offer. The company does not endorse and is not associated with TRC's unsolicited mini-tender offer.

Phillips 66 shareholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC's offer documentation prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. EDT on Thursday, July 26, 2012.

TRC has made several mini-tender offers with other large publicly traded companies. The SEC has issued an investor alert regarding mini-tender offers. The advisory is available at http://www.sec.gov/investor/pubs/minitend.htm.

About Phillips 66

Headquartered in Houston, Phillips 66 is an advantaged downstream energy company with segment-leading Refining and Marketing (R&M), Midstream and Chemicals businesses. The company has approximately 14,000 employees worldwide. Phillips 66’s R&M operations include 15 refineries with a net crude oil capacity of 2.2 million barrels per day, 10,000 branded marketing outlets, and 15,000 miles of pipeline systems. In Midstream, the company primarily conducts operations through its 50 percent interest in DCP Midstream, LLC, one of the largest natural gas gatherers and processors in the United States, with 7.2 billion cubic feet per day of gross natural gas processing capacity. Phillips 66’s Chemicals business is conducted through its 50 percent interest in Chevron Phillips Chemical Company LLC, one of the world’s top producers of olefins and polyolefins with more than 30 billion pounds of net annual chemicals processing capacity across its product lines. For more information, visit www.phillips66.com.