Marathon Petroleum and Andeavor Strategic Combination June 2018
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…
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…
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…
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…
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…
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…
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…
MPC and Andeavor Strategic Evolutions Track Record of Integrating Businesses and Driving Shareholder Value 80 Acquired Galveston Bay refinery and integrated 60 midstream and Acquired former Hess marketing assets retail assets Formed…
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…
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…
Geographic Diversification Increases Exposure to Attractive Margins Andeavors California, Pacific 30 Annual Refining Margins by Region (/BBL) Northwest, and Mid-Con refineries add geographic 25 diversity to MPCs existing 20…
Well-positioned for IMO Pro forma MPC is positioned to benefit from the Coking + Hydrocracking Capacity (MBPD) adoption of the International Maritime 800 Organizations (IMO) low-sulfur-fuels 700 requirements, scheduled to take effect…
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…
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%…
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…
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…
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…
Appendix 21
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…
Pro Forma MPC Permian Expanded Opportunities Accelerates MPCs entry into Permian To Cushing/Ozark with attractive assets (MPC Midwest refining) Andeavor crude oil gathering and marketing aligns naturally with MPCs crude needs at…
Integrates Bakken Crude System with MPC Refining Demand MT ND Crude gathering and marketing aligns with MPC demand in Midwest DAPL & Enbridge Robinson Lake Minot Gain ability to aggregate DAPL supply on Gathering & Processing…
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