Gary Heminger
Analyst · Wells Fargo. Your line is open
Thanks, Kristina. And good morning and thank you for joining our call. MPC has demonstrated a history of transformative actions to drive shareholder value. We separated from Marathon Oil in 2011, and since that time, shareholder returns have significantly outperform our peer group as well as the S&P. Over the same period of time, we have returned nearly $21 billion of capital to shareholders, including a dividend that has grown at a 23% compound annual growth rate. Now, I'll turn to Slide 5. On today's call, we plan to provide an update on our integration and execution successes from the past year and discuss our next steps to create shareholder value. We will close the call with a review of our third quarter financial results. Moving on to Slide 6. Over the past year, our primarily – primary operational focus has been integrating our two businesses, enabling us to execute and achieve our targeted synergies. Consistent with our continuous focus on transforming our business to deliver shareholder value, beginning in January this year, we embarked upon a strategic review process to identify the next steps in our value creation process. This review included Board involvement and engagement with multiple financial and other advisers. Throughout the process, we engaged with our shareholders to understand their perspectives on the company and incorporated their feedback in that review. As a result of that review, today, we announced our most recent step to create shareholder value, and that is our intent to separate Speedway into an independent company. The Board and our management are fully committed to pursuing the path that maximizes shareholder value, and we believe this separation will create two strong industry-leading companies, well positioned for long-term growth and success. So now I'll turn to Slide 7 please. The new Speedway will consist all of MPC's company-owned and company-operated retail stores, which collectively generates approximately 1.5 of annual EBITDA. We believe this business has significant growth potential, fueled by a strong loyal customer base. The direct dealer business, which primarily operates on the West Coast, will remain with MPC. This is a separately managed business within our Retail segment, which is only fuel supply with no merchandise sales. Moving on to Slide 8. As we look ahead, we are truly excited about the opportunity the separation presents to each company and will lock value and drive total shareholder return. We believe that this transaction has significant benefits for both MPC and future Speedway shareholders and has the potential to create an enterprise value at approximately $15 billion to $18 billion. On Slide 9, one of the most important aspects that drove our decision to separate Speedway today is how much we have grown the scale and earning powers – earnings power of the business. The number of stores has nearly tripled since 2011 to roughly 4,000 and the membership within our Speedway loyalty program has nearly doubled. These successes have helped grow Speedway's EBITDA from approximately $380 million in 2011 to approximately $1.5 billion this year, a nearly fourfold increase. The impressive growth of this business within MPC has created a position we are in today and our ability to unlock significant value for shareholders. Turning to Slide 10. Speedway has consistently been a top-tier performer in the convenience store industry. Historically, Speedway has had industry-leading same-store merchandise growth and fuel margins. On a profitability per-store basis, Speedway has consistently led the industry. And Speedway has built a platform positioned to deliver a strong earnings growth trajectory and exceptional free cash flow conversion which will support continued investment as a standalone company. On Slide 10, the new Speedway will be the largest U.S.-listed convenience store operator, boasting a coast-to-coast retail network and a nationally recognized brand. The platform will continue its industry – will continue to leverage its industry-leading customer loyalty program to help adapt to consumer buying trends with increased focus on digital engagement with our customers. Given the expansion of market multiples and growing size of the business, we believe any dis-synergies will now be outweighed by the potential value uplift of the separation. With the continued focus on synergies and the benefits from continuous store conversions, the new Speedway will be thriving standalone business capable of delivering strong, consistent cash generation and growth. On slide 12. Turning to the specifics of the transaction's next steps. We expect to accomplish the separation through a tax-free distribution of Speedway shares to MPC shareholders. An important step in the process is establishing a long-term market-based supply agreement between MPC and Speedway. We expect Speedway to raise new debt and pay a dividend to MPC as part of the separation process. MPC would utilize these proceeds to reduce debt. We plan to target a capital structure to maximize valuation for both sets of shareholders and position Speedway for growth. We expect the transaction to be completed prior to year-end 2020, subject to Board approval and customary closing conditions. On Slide 13, in addition to our Speedway announcement, we continue to evaluate midstream alternatives to enhance value for both our shareholders and MPLX unitholders. Unlocking value within midstream is more complex than the separation of Speedway. We have evaluated over 25 different scenarios to optimize MPLX' structure, including asset and business divestitures that we discussed on our second quarter earnings call as well as potential separation alternatives for MPLX, including the creation of an Up-C or conversion to a C Corp., among other structures. We also appreciate and consider the feedback we have received from many shareholders and unitholders over the past few months. Today, we announced the formation of a special committee of the MPC Board as the next step in our continuing process to determine the best path forward. On Slide 14, our goal has been and continues to be maximizing shareholder value over the long term. We have a track record of making bold, transformative change to drive value, and today's announcement is another step in that journey in that journey. Over the coming months, we expect to execute the separation of the Speedway business into a publicly traded company, continue optimizing MPC, progress the realization of synergies and continue evaluating opportunities to further unlock value in the midstream business. We believe these actions will result in strong, nimble and efficient businesses that are positioned for long-term growth and success. The new MPC will continue to be a best-in-class energy business, continuing our history of operational excellence with a strong financial profile that provides a compelling value proposition for shareholders. On Slide 15, let me turn to our earnings discussion. Before we get to our financial results, I would like to share some thoughts on the macro environment. Distillate inventory levels are meaningfully below the five-year average, setting the market up for strong momentum as we approach the implementation of IMO regulations. Gasoline inventories are also materially below last year's levels on the days of supply basis. U.S. turnaround activity for the fourth quarter appears in line with prior years, further supporting a positive forward outlook. On differentials, the heavy Canadian market continues to move in our direction. The WTI to WCS spread, which averaged just over $12 in the third quarter, has widened to around $17 per barrel. Given the potential for government rail credits and easing of mandated production cuts, we expect continuing – continued widening of this differential. On the product side, the ULSD to high sulfur fuel oil spread has now widened to $38 per barrel, providing a significant tailwind for coking economics. MPC is well positioned to capture this opportunity across our major coastal refineries. At our Garyville facility, the coker upgrade project, which is occurring this quarter, is expected to increase our resid destruction capacity by 14%. As part of our ongoing preparations for the IMO fuel spec change, we have established a new retail bunker operation in the Los Angeles area to complement our operation in the Pacific Northwest. We made our first deliveries of IMO-compliant fuel from those facilities in October. Both locations are prepared to offer a variety of fuels to meet market requirements. The focus of the first year of our combination was execution to unlock realized value. We have made significant, observable progress, improving mechanical availability and operational integrity at our acquired refineries, expanding our commercial capabilities across the value chain and reducing costs. This, combined with our high-quality asset base, positions the company to be nimble and thrive in any business environment. I would like to take this time to congratulate Greg Goff for the announcement of his retirement from the company, and his 38 years in the industry have been quite impressive. Also, I want to congratulate Mike Hennigan on his promotion to President and CEO of MPLX, effective tomorrow. Mike has a deep background in all aspects of Marathon and MPLX portfolio, and we welcome his guidance as we go forward. Now I will turn the call over to Don Templin to discuss the third quarter highlights.