Marathon Petroleum Corporation · NYSE:MPC

Marathon Petroleum — Corporate Update (September 2017)

18 slides from Marathon Petroleum's corporate update, Sep 5, 2017

  1. Slide 1: Strategic Actions Update

    Strategic Actions Update September 5, 2017

  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“) and MPLX LP (“MPLX”). These forward-looking statements relate to, among other things, expectations, estimates and projection

  3. Slide 3: Strategic Actions Announced in January

    Strategic Actions Announced in January  Significantly accelerate dropdowns to MPLX  Exchange of MPC’s economic interest in the general partner (GP) for MPLX LP units in conjunction with completion of accelerated dropdowns  Conduct a full and thorough Speedway evaluation 3

  4. Slide 4: Strategic Actions – Status Update

    Strategic Actions – Status Update 1st dropdown in March - transaction value of $2.015 B 1Q17 ~$250 MM annual EBITDA ~8x EBITDA multiple Share repurchases of $420 MM • $1.55 B returned to shareholders in first Share repurchases of $750 MM; expanded board authorization by $3 B half of 2017 2Q17 2nd dr

  5. Slide 5: Speedway Evaluation Process Overview

    Speedway Evaluation Process Overview  Established an independent Special Committee – Five independent directors of the MPC Board; no executive management on committee – Held 11 meetings since formation – Special Committee provided recommendation to MPC Board of Directors  Engaged independent finan

  6. Slide 6: Board’s Conclusion

    Board’s Conclusion  Maintaining Speedway as an integrated business within MPC drives the greatest long-term value for MPC shareholders – Substantial integration synergies (~$270 - $390 MM per year1) – Speedway is operated as a best-in-class retailer, delivering substantial value – Speedway’s perfor

  7. Slide 7: Tax Considerations of a Potential Separation

    Tax Considerations of a Potential Separation  Engaged Ernst & Young and Crowell & Moring to explore tax-free separation – Value impact of a separation if treated as taxable would be significant, potentially over $5 B in total borne by MPC and its shareholders  Submitted request to IRS for a PLR on

  8. Slide 8: Speedway Integration Synergy Value

    Speedway Integration Synergy Value  Integration synergy value loss beyond term of an initial supply % of Total Annual Synergies (Midpoint) agreement is substantial (~$270 - $390 MM per year)  Vertical integration synergies 6% – Wholesale volume 12% 34% – Production and supply optimization • Produc

  9. Slide 9: Speedway Integration Synergy Value

    Speedway Integration Synergy Value Annual Value Loss1 Description ($ millions) Wholesale volume Value uplift captured by MPC wholesale sales to Speedway ~$105 - $120 Value MPC’s refineries, supply, and marketing groups create through Production and supply assured Speedway sales, including high-value

  10. Slide 10: Leverage and Liquidity Impacts of Separation

    Leverage and Liquidity Impacts of Separation  MPC is committed to maintaining its current investment grade credit profile  Speedway’s contribution to diversified cash flows is an important component of MPC’s risk profile for rating agencies and fixed income investors – MPC placed on negative outlo

  11. Slide 11: Illustrative Cash Impact of Separation

    Illustrative Cash Impact of Separation Pro Forma MPC Sources Uses ($ millions) Cash Distribution from Speedway $3,0001 Debt Reduction ($2,500)2 Cash to Balance Sheet ($1,000)3 One Time Debt Tendering and Transaction Costs ($240)4 Retained Cash from Operations $740 (otherwise returned to shareholders

  12. Slide 12: Speedway Valuation

    Speedway Valuation  Stable retail business segment – transparent, easy to understand and value  MPC provides transparency into Speedway operating and financial performance consistent with public retail peers  Sell-side research places Speedway value within a tight band (8.0-10.5x) EV/EBITDA Multi

  13. Slide 13: Industry Leader with Significant Growth Opportunities

    Industry Leader with Significant Growth Opportunities #1 in EBITDA/store/month vs. public peers $30 Peer Median = $20 M $20 $M $10 $0 Speedway Murphy USA Casey's Couche-Tard Sunoco CST Alon USA Western Refining  Industry leading performance with focused retail management team  Continued earnings g

  14. Slide 14: Summary

    Summary  Thorough review of Speedway was conducted  Board’s conclusion: Speedway as an integrated business within MPC drives the greatest long-term value for MPC shareholders  Significant opportunities to continue value-enhancing/aggressive investment in Speedway  Continue our action plan to del

  15. Slide 15: Delivering Significant Capital Returns for Our Shareholders

    Delivering Significant Capital Returns for Our Shareholders ~$12 billion returned to shareholders since spin ~$3.5 B in dividends1 ~$8.6 B in share repurchases $/Share Repurchased ~32% 1.60 $1.52 $ MM 10,000 of Outstanding Common Shares 1,400 $1.36 1.40 1,200 8,000 1.20 $1.14 1,000 Cumulative $ MM 1

  16. Slide 16: Executing Our Strategic Plan and Delivering Results

    Executing Our Strategic Plan and Delivering Results Total Shareholder Return Since Spin-Off (6/30/2011)  Since 2011 spinoff we have: – Returned approximately $12 billion to our shareholders – Consistently grown dividend, 26% CAGR since spin – More than tripled stable cash flow – Executed transforma

  17. Slide 17: Marathon

    MARATHON ®

  18. Slide 18: Speedway Reconciliation

    Speedway Reconciliation Segment EBITDA to Segment Income from Operations ($MM) 2016 Speedway Segment Income from Operations 734 Plus: Depreciation and Amortization 273 Speedway Segment EBITDA 1,007 18

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