Marathon Petroleum Corporation · NYSE:MPC

Marathon Petroleum — J.P. Morgan 2018 Energy Conference

34 slides from Marathon Petroleum's conference presentation, Jun 19, 2018

  1. Slide 1: J.P. Morgan 2018 Energy Conference

    J.P. Morgan 2018 Energy Conference June 19, 2018

  2. Slide 2: Forward-Looking Statements

    Forward‐Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (“MPC“). These forward-looking statements relate to, among other things, the proposed transaction between MPC and Andeavor (“ANDV”)

  3. Slide 3: Additional Information

    Additional Information Additional Information and Where to Find It In connection with the proposed transaction, MPC filed a registration statement on Form S-4 with the SEC on May 29, 2018, which includes a preliminary proxy statement of Marathon Petroleum Corporation (“MPC”) and Andeavor (“ANDV”). I

  4. Slide 4: Combination Creates a Leading Energy Company

    Combination Creates a Leading Energy Company Aligned Strategy, Focus and Culture Large-scale, geographically-diversified and highly-integrated refining, marketing, and midstream company with an initial enterprise value >$90 billion1 High-quality, Feedstock- Two strong nationwide retail and advantage

  5. Slide 5: Complementary Footprints Spanning the U.S.

    Complementary Footprints Spanning the U.S. Strong Presence Across Key Supply and Demand Centers MPC MPC Refinery Light Product Terminals MPC-Owned and Part-Owned Third Party Asphalt/Heavy Oil Terminal MPC-Owned Third Party Water Supplied Terminals Inland Coastal Renewable Fuels Ethanol Facility Biod

  6. Slide 6: Transaction Highlights

    Transaction Highlights ● MPC to acquire all outstanding ANDV shares using a mix of stock and cash ● Represents an equity value of $23.3 billion and an enterprise value of $35.6 billion, assuming MPC April 27, 2018 closing price of $81.43 Consideration and ● ANDV shareholders have the option to elect

  7. Slide 7: Financial Highlights

    Financial Highlights Opportunity for Significant Shareholder Value Creation Accretion and Cash Generation Growth and Value Creation Immediately >$5 billion Substantially enhanced ≥$1 billion growth platform across of expected synergies of incremental cash accretive all segments, with to earnings and

  8. Slide 8: Compelling Value for All Shareholders

    Compelling Value for All Shareholders  Substantial increase in scale and geographic diversity – combined EV of  Further optimization of crude >$90 billion1 and refining capacity of >3 MMBPD  Delivers meaningful upfront supply premium of 24% to April 27,  Capital return further enhanced with addi

  9. Slide 9: Committed to Delivering Substantial Synergies

    Committed to Delivering Substantial Synergies Well-defined, Achievable, Highly Accretive Clearly identified and developed plan to achieve ≥$1 billion of expected synergies By Function By Impact Area ($ millions) ($ millions) ≥$1,000 $950 ≥$1,000 $195 $710 $150 $95 $480 $210 $55 $295 Refining & Retai

  10. Slide 10: Synergy Delivery Plan

    Synergy Delivery Plan Expected Synergies of at Least $1 Billion Already Identified Expected Synergy Impact Area Business Context ($ millions) Cost Elimination ~$255 ● Clearly identified cost efficiencies – allows for rapid achievement ● Over $10 billion of combined purchases per year Procurement ~$1

  11. Slide 11: MPC and Andeavor Strategic Evolutions

    MPC and Andeavor Strategic Evolutions Track Record of Integrating Businesses and Driving Shareholder Value $80 Acquired Galveston Bay refinery and $60 integrated midstream and Acquired former Hess marketing assets retail assets Formed MLP $40 Acquired MarkWest MPC completes $20 Energy Partners Strat

  12. Slide 12: MPC Track Record of Executing and Integrating Large Transactions

    MPC Track Record of Executing and Integrating Large Transactions Galveston Bay Achievements (since acquisition) Improved Environmental and Advanced Operational Excellence Lowered Operating Costs Safety Performance  33 monthly process-unit rate records in  Reduced total cash operating expenses  80

  13. Slide 13: Diversified Large-Scale U.S. Refining Portfolio

    Diversified Large-Scale U.S. Refining Portfolio Sixteen Refineries with Over 3 Million BPD of Throughput Capacity  Diversification across attractive PADDs U.S. Refining Capacity1 (MBPD)  Incremental access to advantaged feedstock supply 3,038  Scale to deliver best-in-class operating capability P

  14. Slide 14: Geographic Diversification Increases Exposure to Attractive Margins

    Geographic Diversification Increases Exposure to Attractive Margins Annual Refining Margins by Region ($/BBL)  Andeavor’s California, Pacific $30 Northwest, and Mid-Con refineries add geographic $25 diversity to MPC’s existing $20 refining earnings $15  Attractive West Coast market dynamics $10 $5

  15. Slide 15: Well-positioned for IMO

    Well-positioned for IMO  Pro forma MPC is positioned to benefit from the Coking + Hydrocracking Capacity (MBPD) adoption of the International Maritime 800 Organization’s (IMO) low-sulfur-fuels 700 requirements, scheduled to take effect in 2020 Hydrocracking 600 Coking  Further investments to upgra

  16. Slide 16: Two High-quality MLPs

    Two High-quality MLPs  Pro forma MPC will be the General Partner (GP) and own the majority of Limited Partner (LP) units in two high-quality MLPs 100% GP Interest + 100% GP Interest +  MPLX and ANDX remain separate MLPs and 59% LP Interest 61% LP Interest3 will continue to execute their growth pla

  17. Slide 17: Significant Midstream Opportunities

    Significant Midstream Opportunities  Diversified customer offering across key energy producing regions – Pipelines: ~50% increase in pipeline mileage to >15,000 miles – Terminals: ~30% increase to ~130 terminals – Processing capacity: ~20% increase to >10 BCFD  Expanded Permian footprint increases

  18. Slide 18: Significant Retail and Marketing Opportunities

    Significant Retail and Marketing Opportunities Multiple Growth Platforms with a Strong Footprint in Attractive Regions Retail Marketing (Company owned/operated) (Branded and wholesale distribution networks)  Speedway platform for company owned/operated  Strong, recognized regional brands provide 

  19. Slide 19: Pro Forma Capital Structure

    Pro Forma Capital Structure  Increased size, scale and diversity supports  >$5 billion incremental cash flow expected in first five years commitment to investment grade credit profile  Implicit leverage reduction via earnings growth even  Equity-weighted acquisition funding mix (85/15) and prior

  20. Slide 20: Total MPC Capital Return – Spin Through 1Q 2018

    Total MPC Capital Return – Spin Through 1Q 2018 Over $15 billion returned to shareholders since spin 1Shares adjusted for 2:1 stock split in June 2015 2Cumulative repurchase represents percentage of the ~712 MM shares outstanding as of June 30, 2011 3Accelerated Share Repurchase program (ASR); cash

  21. Slide 21: MPC and ANDV Mexico Opportunities

    MPC and ANDV Mexico Opportunities Desirable Supply Position into Mexico with Direct Supply from the East and West MPC  Bulk supplier via waterborne cargoes from Garyville and Galveston Bay  Rail supply potential from Houston area Andeavor  Winner of PEMEX open season in northwest Mexico – physica

  22. Slide 22: Pro Forma MPC Permian – Expanded Opportunities

    Pro Forma MPC Permian – Expanded Opportunities  Accelerates MPC’s entry into Permian To Cushing/Ozark with attractive assets (MPC Midwest refining)  Andeavor crude oil gathering and marketing aligns naturally with MPC’s crude needs at Galveston Bay  Allows for full crude oil integration – wellhea

  23. Slide 23: Integrates Bakken Crude System with MPC Refining Demand

    Integrates Bakken Crude System with MPC Refining Demand MT ND  Crude gathering and marketing aligns with MPC demand in Midwest Minot DAPL & Enbridge Robinson Lake  Gain ability to aggregate DAPL supply on Connections Gathering & Processing gathering and related assets DAPL Williston Basin – Bakken

  24. Slide 24: A Powerful Combination for Long-term Value Creation

    A Powerful Combination for Long-term Value Creation Scale and Continued Robust Diversity Substantial Nationwide Focus on Earnings and Enhances Cost and Integrated Balanced Cash Investment Operating Footprint Capital Generation Grade Synergies Allocation Credit Profile 24

  25. Slide 25: Appendix

    Appendix 25

  26. Slide 26: First-Quarter Highlights

    First-Quarter Highlights  Earnings* of $37 million or $0.08 per diluted share, income from operations of $440 million – Record Midstream segment income from operations of $567 million, largely driven by MPLX  Returned $1.55 billion of capital to shareholders, including $1.33 billion of share repur

  27. Slide 27: MPLX - Key Investment Highlights

    MPLX - Key Investment Highlights Diversified large-cap MLP positioned to deliver attractive returns over the long term Forecast distribution growth of ~10% for 2018 • Largest processor and fractionator in the Marcellus/Utica basins Gathering & • Strong footprint in STACK play and growing presence in

  28. Slide 28: About MPLX

    About MPLX  Growth-oriented, diversified MLP with high-quality, strategically- located assets with leading midstream position  Two primary businesses – Logistics & Storage includes transportation, storage and distribution of crude oil, refined petroleum products and other hydrocarbon-based product

  29. Slide 29: MPLX - Logistics & Storage

    MPLX - Logistics & Storage Segment Overview  High-quality, well-maintained assets that are integral to MPC – Owns, leases, operates, or has interest in ~4,500 miles of crude oil pipelines and ~5,500 miles of Headquarters product pipelines and supporting assets MPLX Pipelines: Owned & Operated – 62

  30. Slide 30: MPLX - Gathering & Processing

    MPLX - Gathering & Processing Segment Overview • Ethane Raw Gathering • Propane Processing Mixed Fractionation NGL Natural Gas and • Normal Butane Plants NGLs Facilities Products • Isobutane Production Compression • Natural Gasoline Gathering Capacity C2 + Fractionation Capacity  We are well-positi

  31. Slide 31: Extensive Retail and Brand Network

    Extensive Retail and Brand Network Speedway 39  Largest company-owned and -operated 64 39 305 234 12 c-store chain east of the Mississippi 811 30  ~2,740 locations in 21 states 116 123 311 489 69  Approximately 5.8 billion gallons of 282 646 861 60 21 transportation fuel sold in 2017 112 62 147 S

  32. Slide 32: Speedy Rewards Loyalty Program

    Speedy Rewards Loyalty Program ®  Highly successful loyalty program  Customers earn points on every purchase  Customers redeem points for free merchandise and fuel discounts  Averaged ~6 million active Speedy Rewards members in 2017, and continues to grow as we attract new members in the markets

  33. Slide 33: Strong Operational Performance and Responsible Corporate Leadership

    Strong Operational Performance and Responsible Corporate Leadership MPC facilities received from the American Chemistry Council 76% 56 3 7 MPC has earned Certificates of Certificates of Certificates of Excellence Honor Achievement of the Environmental Protection Agency’s Energy Star 16 recognitions

  34. Slide 34: MPC's Fully Integrated Downstream System

    MPC’s Fully Integrated Downstream System Refining & Marketing  Six-plant refining system with ~1.9 MMBPCD capacity  One biodiesel facility and interest in three ethanol facilities  One of the largest wholesale suppliers in our market area  One of the largest producers of asphalt in the U.S.  ~5

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