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The oil
downstream:
vertically
challenged?
Introduction: the theory
and the challenges
Introduction: the theory
and the challenges

Inside
cover

Investor appetites and
preferences

1

9ehd] _dgZYd j]Õfaf_
capacity

2

Location-disadvantaged
capacity

3

Emerging strategies:
trends and implications

4

Integrated structures
and strategies

4

Downstream M&A activity

6

Af[j]Ykaf_ jgd] g^ ÕfYf[aYd
players

8

Logistics linkages and
MLPs

9

NOC objectives and
strategies

10

Marketing and retail

11

Our perspective going
forward

15

Ernst & Young capabilities

17

In this publication we look at the integrated
operating model for oil companies, which
has served the industry well and was the
predominant and most successful operating
model of the 20th century. However,
recent industry developments are seeing
that model come under challenge and new
models emerging, with new players focusing
gf kh][aÕ[ afmkljq k]_e]flk Z][geaf_
more common.
The original logic for the integrated model
was premised on the belief that it would
provide a natural hedge, balanced funding
and market access. Integration would allow
a company to optimize the value chain and
at the same time, the downstream could
be seen as a source of long-term cash
Ögo Yf ÕfYf[aYd klYZadalq$ af [gfljYkl lg
more risky upstream activities. Integration
enabled companies to balance their
upstream and downstream activities,
reducing risk and volatility.

But sharply higher oil prices have shifted
value creation decidedly to the upstream,
often leaving downstream with low (or
]n]f f]_Ylan]! eYj_afk Yf a^Õ[mdl$ n]jq
competitive markets. In markets where
petroleum product prices to consumers
are controlled and/or subsidized (e.g.,
as in much of the Middle East and Asia)
j]Õf]jk `Yn] Ydkg Z]]f ka_faÕ[Yfldq
challenged. Moreover, amid increasing
macroeconomic uncertainty, as capital
markets fail to recognize the value of
integration, investors are increasingly
anxious to see the gap between the value of
the underlying assets and the market rating
narrowed. And notably, equity markets have
been increasingly discounting integrated
companies below their absolute value.
Quite simply, economies of scale and access
to technology and capital haven’t been
enough. Recent challenges to the integrated
models have come from both investors and
from the structure of the downstream itself.
Peer group valuations: 2000 – 2011

Investor appetites
and preferences

(median values)
12

Integrated
Non-integrated

20
10

20
11

20
10

20
11

20
09

20
10

20
09

20
08

20
07

20
06

20
05

20
04

20
03

20
02

20
01

20
00

0

Source: Ernst & Young calculations from IHS Herold data

Peer group returns: 2000 – 2011
(median values)
60
40
20
0
-20

Integrated
Non-integrated

-40

20
09

20
08

20
07

20
06

20
05

20
04

20
03

-60
20
02

These trends are broadly supported by data from analysts at
Deutsche Bank Research for their group of 14 “global integrated
gadk&Ê L`] <]mlk[`] :Yfc YlY k`go l`] ka_faÕ[Yfl a^^]j]f[]k
in annual Returns on Average Capital Employed (ROACE) in the
upstream and downstream segments. Total returns for integrated
companies are therefore reduced by the relatively poorer
downstream performance, and thus by implication, the companies
could release value to shareholders by spinning off or divesting
those activities with limited integration value.

4

20
01

Similarly, comparing Total Shareholder Returns for these two peer
groups shows the sharp year-to-year volatility of returns, but on
average, the non-integrated companies performed slightly better
than the integrated companies.

6

20
00

Comparing valuation metrics (Enterprise Value in relation to
Operating EBITDA) for two peer groups — the IHS Herold, Inc.
group of 35 global integrated companies and the Herold group of
the 45 largest international non-integrated companies, including
af]h]f]fl =H [gehYfa]k Yk o]dd Yk af]h]f]fl j]Õf]jk$
marketing and transportation companies — shows generally
higher valuations for the non-integrated companies in most years,
particularly so in recent years with sharply higher oil prices.

8

2

Total shareholder return (%)

On average over the last twelve years, non-integrated or
independent/pure-play companies have generally delivered better
returns than their larger, integrated competitors and they have
generally shown higher valuation metrics. Investors have tended to
believe that ‘specialist’ companies, particularly upstream-focused
ones, are likely to have a greater potential to create shareholder
value than do integrated ones.

EV/Operating EBITDA

10

Source: Ernst  Young calculations from IHS Herold data

Annual returns on average capital employed
(Global Integrated Oils)
40
Upstream
Downstream

ROACE (%)

30

20

10

20
08

20
07

20
06

20
05

20
04

20
03

20
02

20
01

20
00

0

Source: Ernst  Young calculations from Deutsche Bank Research data

The oil downstream: vertically challenged?

1
9ehd] _dgZYd j]Õfaf_
capacity
9 kljm[lmjYd _dgZYd j]Õfaf_ kmjhdmk ak
j]%]e]j_af_$ oal` ka_faÕ[Yfl [YhY[alq
_jgol` ]ph][l] gn]j l`] f]pl Õn] q]Yjk$
particularly in Asia (China and India), the
Middle East (Saudi Arabia and the United
Arab Emirates), and in Latin America
(especially Brazil). In general, on a global
basis, the net impact will be reduced
mladarYlagf jYl]k Yf _]f]jYddq o]Yc j]Õfaf_
margins. Net capacity growth (additions
d]kk [dgkmj]k! gn]j l`] f]pl Õn] q]Yjk [gmd
be as much as 25 – 28 million barrels per
day (b/d) or 25% – 30% higher than existing
capacity, with a compound annual growth
rate (CAGR) of more than 4% per year.
However, not all of the planned expansions
will be sanctioned, nor will they necessarily
be completed on schedule.

Nevertheless, the key factors of this
growth include:

2

The oil downstream: vertically challenged?

 The vast majority of the planned
expansions are national oil company
(NOC) sponsored and thus less-sensitive
to return pressures, with governmentsponsored mandates with other
objectives (e.g., increasing domestic
employment and inward investment,
import reduction, value-added capture
and/or extended foreign policy reach).
 Much, if not most, of the new capacity will
Z] _j]]fÕ]d e]_Y%j]Õf]ja]k$ ]ka_f]
to capture economies of scale with high
degrees of sophistication.
 Gd j]Õf]ja]k jYj]dq a]3 jYl`]j l`Yf
close, international oil company (IOC)
owners tend to try to ”wait it out” or
oadd ljq lg Õf f]o gof]jk ^gj eYj_afYd
plants, or convert to terminals or storage
facilities. In addition, particularly in
Europe and America, environmental and
social costs of closure can be very high.

 Other new owners may have strategies
that sustain marginal plants. Depreciation
will be reset, with different strategic
objectives and time horizons,
e.g., private equity that sees other
option value. Similarly, some new market
]fljYflk eYq Z] ]paklaf_ j]Õf]jk dggcaf_
for access to new markets.
 Sluggish oil demand growth in
developed economies will result in the
marginalization of some Organisation for
Economic Co-operation and Development
G=;! j]Õfaf_3 l`]j] oadd Z] dg[Ylagf
YnYflY_]k lg j]Õfaf_ af j]_agfk oal`
strong demand growth.
 At the same time, alternative fuel
kmZklalmlagf Yf'gj j]Õf]jq ZqhYkk
is increasing, with more and more
renewable fuels, biofuels, gas to liquids
(GTLs) and natural gas liquids (NGLs)
coming into the supply pool from nonj]Õf]jq kgmj[]k
Location-disadvantaged capacity
As of 1 January 2011, the 10 largest integrated, international oil majors had more than
*+ eaddagf ZYjj]dk h]j Yq g^ j]Õfaf_ [YhY[alq$ oal` egj] l`Yf /( g^ l`Yl [YhY[alq dg[Yl] af
either the US or Europe,1 regions where oil demand is expected to grow minimally, if at all, over
the next 20 to 25 years. In addition to increasing competition for local market share, US and
=mjgh]Yf j]Õf]jk oadd Z] ^mjl`]j Zmj]f] Zq Yf Y_] af^jYkljm[lmj] ;gfn]jk]dq$ em[` g^ l`]
capacity in the developing countries, where oil demand will grow relatively strongly, is newer,
with much of the planned new capacity expected to be world-scale, both in terms of size and
kgh`akla[Ylagf 9l l`] kYe] lae]$ MK Yf =mjgh]Yf j]Õf]jk [Yf ]ph][l lg [gflafm] lg ^Y[]
j]dYlan]dq `a_` j]_mdYlgjq [Yh]p j]imaj]e]flk j]dYl] lg la_`l]faf_ hjgm[l kh][aÕ[Ylagfk Yf
operational/environmental constraints.
Af Yalagf$ l`] YlljY[lan]f]kk g^ l`] G=;%geafYl] j]Õfaf_ hgjl^gdag lg j]kgmj[] `gd]jk Yk
a way to access the (then) dominant consumer energy markets has sharply declined, as those
OECD markets matured and the non-OECD markets grew more strongly.

Summary
As noted in Petroleum Intelligence Weekly (PIW), the high levels of consolidation activity in
the late 1990s/early 2000s was driven by a belief that size would offer a distinct advantage,
hYjla[mdYjdq af l]jek g^ Y[[]kk lg j]kgmj[]k Yf af l]jek g^ l`] YZadalq lg ÕfYf[] Yf `Yfd] Za_
projects. But a decade or so later, the supermajors face as many challenges as their smaller
rivals. Size hasn’t protected against project management problems, nor has it solved the access
puzzle. Higher prices have encouraged more resource nationalism, further limiting access
to inexpensive, easy-to-develop resources in many countries. The supermajors have instead
had to turn to megaprojects in remote/harsh locations, with demanding technological and/or
environmental challenges, which have challenged the sector’s project management capability.2
Additionally, the supermajors have fallen out of favor with the stock market. They were
established in an era of low prices and were seen as good defensive investments in the early
years of the 2000s. But as prices have risen, investors have moved on, bypassing most of the
biggest companies, often investing directly into commodities as an asset class. In broad terms,
the higher the oil price, the more the share performance of the independents has outshone
l`Yl g^ l`] afl]_jYl] eYbgjk L`ak `Yk d] eYfq eYbgjk lg k`] kge] gj ]n]f Ydd! j]Õfaf_
Ykk]lk af gj]j lg [gf[]fljYl] gf l`]aj egj] hjgÕlYZd] mhklj]Ye gh]jYlagfk
]khal] l`] kljYl]_a[ ja^l YoYq ^jge j]Õfaf_$ 9kaY ak kladd k]]f Yk l`] gf] hdY[] jah] ^gj
downstream expansion. But increasing competition from strong regional NOCs and their
Y__j]kkan] j]Õf]jq [gfkljm[lagf hdYfk$ Yk o]dd Yk ^jge l`] [gfkljYaflk gf hgl]flaYd hjgÕlYZadalq
from government-controlled retail prices in many markets, will make that strategy challenging.
Several of the major integrated companies, including ExxonMobil, Shell, and Total SA, are
hdYffaf_ gj [gfka]jaf_ j]Õfaf_ Yf'gj h]ljg[`]ea[Yd bgafl n]flmj]k oal` ;`af]k] FG;k

1
2

ÉOgjdoa] J]Õfaf_ Kmjn]q$Ê Oil  Gas Journal, . ][]eZ]j *()(3 Yf [gehYfq j]hgjlk
“Supermajor model in need of a makeover,” Energy Intelligence Group, Petroleum Intelligence
Weekly (PIW), *- K]hl]eZ]j *((.3 Yf ÉKmh]jeYbgj eg]d dYa dgo Zq `a_` gad hja[]k$Ê )0 Bmdq *())

The oil downstream: vertically challenged?

3
Emerging strategies:
trends and implications
Integrated structure and strategies
The last decade and a half has been one of consolidation and retrenchment by the major
IOCs, a period characterized by the megamerger era and the creation of the industry
_aYflk$ Yf l`]f Zq k]ddaf_ Yf'gj [dgkaf_ j]Õf]ja]k af dgo%_jgol` lqha[Yddq G=;! eYjc]lk
and looking to establish toeholds into heavily state-controlled, high-growth markets,
typically in Asia.
Drawn from data published by PIW in its annual supplement on the Top 50 Companies,
l`] [`Yjl Z]dgo hdglk l`] kljm[lmj] g^ l`] afmkljq Zq dggcaf_ Yl j]Õfaf_ [YhY[alq g^ l`]
major companies in relation to their upstream oil production and their downstream product
sales. In the chart, the data for the 11 largest international oil majors (ExxonMobil, Shell,
BP, Chevron, ConocoPhillips, Total SA, Marathon, Hess, Eni, Repsol and Statoil) and their
predecessor companies are aggregated, showing a gradually decreasing commitment to
afl]_jYlagf$ Zgl` af l]jek g^ Êj]Õfaf_ [gn]jÊ Yf Êhjgm[l [gn]jÊ
The current perspective for the major IOCs, using data as of the end of 2010, is depicted
af l`] [`Yjl Z]dgo gj ]a_`l g^ l`] )) [gehYfa]k$ j]Õfaf_ [YhY[alq ak _j]Yl]j l`Yf gad
hjgm[lagf$ oal` gfdq @]kk$ =fa Yf KlYlgad oal` j]Õfaf_ [YhY[alq d]kk l`Yf hjgm[lagf
9dd Zml gf] [gehYfq$ J]hkgd$ `Y lglYd hjgm[l kYd]k _j]Yl]j l`Yf alk j]Õfaf_ [YhY[alq
Note that Marathon, historically one of the smaller integrated majors, has ”de-integrated”
in 2011, splitting into separate upstream and downstream companies. One of the
supermajors, ConocoPhillips, has also split in 2012.

Big oil’s commitment to integration
2.00

1.00

1.90

0.95
J]Õfaf_ [gn]j2 j]Õfaf_ [YhY[alq af j]dYlagf lg gad hjgm[lagf d]^l Ypak!
0.90

1.80
1.70

0.85
0.80

1.60

0.75

1.50
Trend line

0.70

1.40

0.65

1.30
Hjgm[l [gn]j2 j]Õfaf_ [YhY[alq af j]dYlagf lg hjgm[l kYd]k ja_`l Ypak!

0.60

1.10

0.55

1.00

0.50

19
94
19
95
19
96
19
97
19
98
19
99
20
00
20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
20
10

1.20

Source: Ernst  Young calculations from Energy Intelligence Group, Petroleum Intelligence Weekly data.

4

The oil downstream: vertically challenged?

Product cover

J]Õfaf_ [gn]j

Trend line
The industry had in fact witnessed an earlier disintegration or de-integration wave in the
1980s and 1990s.
 G[[a]flYd H]ljgd]me oYk Zja]Öq ^mddq afl]_jYl]$ gofaf_ l`] ;ala]k K]jna[] j]Õfaf_
and marketing assets from 1982 to1983. (OXY is still a somewhat hybrid integrated
[gehYfq3 o`ad] geafYl] Zq alk af]h]f]fl afl]jfYlagfYd =H hgjl^gdag$ al Ydkg gh]jYl]k
some chemical production assets.)
 Sun and Diamond Shamrock both split off their upstream and downstream operations
into separate companies in the late 1980s. (In Sun’s case, the upstream company became
Gjqp =f]j_q Yf l`] gofklj]Ye [gehYfq Z][Ye] Kmfg[g3 aYegf K`Yejg[cÌk
mhklj]Ye [gehYfq Z][Ye] EYpmk =f]j_q$ o`ad] l`] gofklj]Ye Zja]Öq j]lYaf] l`]
Diamond Shamrock name before its merger with Ultramar Petroleum and its acquisition
by Valero.)
 ;Yda^gjfaY eafa%eYbgj Mfg[Yd oYk ^mddq afl]_jYl] Z]^gj] k]ddaf_ g^^ alk j]Õfaf_ Yf
marketing assets in 1987.
 L]kgjg oYk `aklgja[Yddq Y keYdd afl]_jYl] hdYq]j$ Z]^gj] ÕfYddq k]ddaf_ alk keYdd =H
hgjl^gdag af )111 lg Z][ge] Yf af]h]f]fl j]Õf]j'eYjc]l]j

EYbgj afl]_jYl]k2 j]Ôfaf_ af [gfl]pl Ç *()(

Hjgm[l ]phgkmj] j]Õf_af_ [YhY[alq'hjgm[l kYd]k!

(Circle size = relative capacity)

1.4
1.2
ExxonMobil
Repsol

1.0
ConocoPhillips

Eni

0.8
Statoil

Total SA

Chevron

Marathon

0.6
Hess

Shell

BP

0.4
0.2
0.0
0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

J]Õfaf_ [gn]j j]Õfaf_ [YhY[alq'gad hjgm[lagf!
Source: Ernst  Young calculations from Energy Intelligence Group, Petroleum Intelligence Weekly data.

The oil downstream: vertically challenged?

5
Notable among the major integrated
companies, Royal Dutch Shell has reduced
alk _dgZYd j]Õfaf_ [YhY[alq Zq Ydegkl gf]%
third since 2002, through divestitures and
closures. BP is shifting its downstream focus
to Eastern Hemisphere growth markets and
ak ]%]eh`Ykaraf_ MK j]Õfaf_ m] lg hggj
afl]_jYlagf ghhgjlmfala]k3 log g^ alk dYj_]kl
MK j]Õf]ja]k Yj] mh ^gj kYd] :gl` LglYd
SA and Chevron are undertaking selective
divestitures and are geographically refocusing, notably de-emphasizing activities in Europe.
KeYdd]j afl]_jYl] hdYq]j Emjh`q Gad `Yk kgd alk log MK j]Õf]ja]k Yf dggck lg akhgk] g^
alk MC j]Õf]jq Yf l`mk Z][ge] Y hmj]%hdYq af]h]f]fl =H [gehYfq
O`ad] Zgl` =ppgfEgZad Yf K`]dd Yj] an]klaf_ fgf%[gj] j]Õfaf_$ l`]q Zgl` j]eYaf
YYeYfldq [geeall] lg dYj_]%k[Yd] j]Õfaf_'h]ljg[`]ea[Yd afl]_jYlagf$ o`]j] l`]q dggc lg
optimize production in order to capture the highest value output, while realizing lower costs
l`jgm_` ^]]klg[c Ö]paZadalq Yf k`Yjaf_ g^ af^jYkljm[lmj]$ Yk o]dd Yk l`] ghlaearYlagf g^
marketing assets.
Af dYl]%*())$ al Yhh]Yj] l`Yl l`j]] H`adY]dh`aY%Yj]Y j]Õf]ja]k$ gf] gof] Zq
ConocoPhillips and two owned by Sunoco, would shut down, closing almost 700,000 b/d
of crude distillation unit or CDU capacity. Closing that much capacity would mean that
]kk]flaYddq -( g^ lglYd =Ykl ;gYkl j]Õf]jq gh]jYlaf_ [YhY[alq ogmd Z] dgkl È Y[[gjaf_ lg
the Oil  Gas Journal, total East Coast CDU capacity as of 1 January 2012 was 1,399,700
Z' È hmllaf_ mhoYj hj]kkmj] gf j]_agfYd j]Õf] hjgm[l hja[]k af gj]j lg jYo km^Õ[a]fl
supplies from Gulf Coast suppliers, given some pipeline and shipping constraints, and/or
from imports.
However, in early-2012, in a deal that surprised many industry veterans and observers,
Delta Airlines, one of the world’s largest airlines, announced that it would purchase the
ad] LjYaf]j j]Õf]jq ^jge ;gfg[gH`addahk'H`addahk ..$ l`]j]Zq afl]_jYlaf_ ZY[c mh alk
critical jet fuel supply chain. A few months later, Sunoco reached an agreement to continue
lg bgafldq gh]jYl] alk Za_$ Z]d]Y_m]j] H`adY]dh`aY j]Õf]jq oal` l`] ;Yjdqd] ?jgmh$ gf] g^
l`] dYj_]kl an]jkaÕ] hjanYl] ]imalq H=! Õjek

Downstream MA activity
Over the period 2001 – 2011, reported downstream MA transaction value averaged about
MK** Zaddagf h]j q]Yj$ oal` Ydegkl `Yd^ g^ l`Yl af l`] j]Õfaf_ kmZk]_e]fl L`] fmeZ]j g^
downstream deals averaged about 150 per year over the period, with deal activity ramping
up sharply in the 2006 – 2008 period before falling back.1 (Notably, biofuels transactions
became more fully covered by IHS Herold starting in 2006.)
Integrated buyers and sellers have accounted for a relatively small portion of the downstream
transactions, with integrated companies more likely to have been sellers than buyers.
3

6

“MA Database,” IHS Herold, Inc. website, accessed 5 January 2012.

The oil downstream: vertically challenged?
Downstream oil transactions
(Reported deal value)

Biofuels

$45

Propane distribution

Reported deal value (US$ billion)

$40

Terminals and storage
Retail and marketing

$35

Gasoline stations
$30

an]jkaÕ] gofklj]Ye
J]Õfaf_

$25
$20
$15
$10
$5

20
11

20
10

20
09

20
08

20
07

20
06

20
05

20
04

20
03

20
02

20
01

$0

Source: Ernst  Young calculations from IHS Herold data.

Downstream oil transactions
(Number of deals, including deals without reported value)

300

Biofuels
Propane distribution

Number of deals

250

Terminals and storage
Retail and marketing

200

Gasoline stations
150

an]jkaÕ] gofklj]Ye
J]Õfaf_

100
50

20
11

20
10

20
09

20
08

20
07

20
06

20
05

20
04

20
03

20
02

20
01

0

Source: Ernst  Young calculations from IHS Herold data.

The oil downstream: vertically challenged?

7
Af[j]Ykaf_ jgd] g^ ÕfYf[aYd hdYq]jk
afYf[aYd hdYq]jk$ fglYZdq afn]kle]fl ZYfck Yf hjanYl] ]imalq H=! Õjek$ `Yn] hdYq] Y
tangential role in the downstream for a long time, but their presence has been increasing in
recent years. Goldman Sachs, through its J. Aron subsidiary, has long taken an interest in
É`YjÊ j]Õfaf_ Ykk]lk lg d]n]jY_] kge] g^ alk
commodity trading activities. Louis Dreyfus
and Morgan Stanley have similarly taken
smaller interests. Major global commodity
ljYaf_ Õjek$ km[` Yk Nalgd Yf ?d]f[gj]$
`Yn] Ydkg `]d keYdd j]Õfaf_ Ykk]lk'afl]j]klk
as leverage for their trading operations.
Egj] j][]fldq$ k]n]jYd H= Õjek `Yn] lYc]f
egj] kmZklYflaYd afl]j]klk af j]Õfaf_ Yf
marketing assets. These have included:
 9 [gfkgjlame d] Zq Jan]jklgf] Yf ;Yjdqd] Y[imajaf_ l`j]] j]Õf]ja]k ^jge =mjgh]Yf
af]h]f]fl j]Õf]j$ H]ljghdmk
 Backed by Blackstone and First Reserve, the creation of a new large US independent
j]Õf]j$ oal` l`j]] j]Õf]ja]k$ cfgof Yk H: =f]j_q
 Cd]k[`]  ;gÌk hmj[`Yk] g^ K`]ddÌk @]a] ?]jeYfq! j]Õf]jq

Downstream oil transactions
(Deals with selected buyers/sellers)
225

Total deals
Integrated sellers

200

Integrated buyers
NOC Buyers

175
150
125
100
75
50
25

Source: Ernst  Young calculations from IHS Herold data.

8

The oil downstream: vertically challenged?

20
11

20
10

20
09

20
08

20
07

20
06

20
05

20
04

20
03

20
02

20
01

0
Logistics linkages and MLPs
Over the last decade, there has also been a substantial increase in the application of taxadvantaged corporate structures, known as Master Limited Partnerships (MLPs) in the
eaklj]Ye k]_e]flk g^ l`] gad Yf _Yk Zmkaf]kk L`] hjaeYjq Z]f]Õl g^ l`Yl Zmkaf]kk
structure is that an MLP is able to pass through its net income to the limited partners or
unit holders without paying federal or state income tax, thereby eliminating the double
lYpYlagf g^ akljaZmlagfk$ af[j]Ykaf_ ^j]] [Yk` Ögo Yf dgo]jaf_ alk [gkl g^ [YhalYd L`]
principal goal of an MLP is to maintain and/or increase cash distributions to unit holders.
Therefore, the assets that make the most sense in the MLP structure are those that are
j]dYlan]dq kdgo%_jgol`$ `a_`%[Yk`%Ögo%_]f]jYlaf_ Zmkaf]kk]k l`Yl g fgl j]imaj] ka_faÕ[Yfl
maintenance capital. These broadly include fee-based businesses like oil and natural gas
pipelines, natural gas processing plants, as well as some coal production and some longlived crude oil or natural gas producing assets that are close to fully developed and/or in
kl]Yq%klYl] ][daf] ?an]f l`] É[Yk` Ögo klYZadarYlagfÊ eYfljY g^ Yf EDH$ jYhadq ]hd]laf_
Ykk]lk l`Yl j]imaj] ka_faÕ[Yfl [Yh]p Yf o`gk] nYdm] Öm[lmYl]k oal` [geegalq hja[]k Yj]
not ideal MLP candidates.
FglYZdq$ MK af]h]f]fl j]Õf]jk @gddq$ L]kgjg$ Yf NYd]jg [mjj]fldq `Yn] eaklj]Ye
MLPs in their consolidated structure, with those MLPs typically holding crude oil and/
gj hjgm[l klgjY_] Yf hah]daf] Ykk]lk H`addahk ..$ l`] f]o j]Õfaf_'eYjc]laf_ khaf%g^^
from ConocoPhillips, has interests in two MLPs, as part of its midstream joint venture with
Spectra Energy, known as DCP Midstream. Newly-split Marathon Petroleum is planning a
similar MLP move for its midstream assets.

Downstream oil transactions
(Includes deals without reported transaction values)
35

External
Home country

Number of deals

30
25
20
15
10
5

20
11

20
10

20
09

20
08

20
07

20
06

20
05

20
04

20
03

20
02

20
01

0

Source: Ernst  Young calculations from IHS Herold data.

The oil downstream: vertically challenged?

9
NOC objectives and strategies
Downstream transaction activity by the NOCs increased sharply in the 2006–2008 period
but has tapered off in the last few years.
Af [gfljYkl lg l`] AG;k$ o`a[` Yj] k[Ydaf_ ZY[c kge]o`Yl ^jge j]Õfaf_ Yf eYjc]laf_$
many of the largest NOCs are internationalizing and integrating. Several of these have
Z]]f afngdn] af afl]jfYlagfYd j]Õfaf_ ^gj Y dgf_ lae]$ Zml l`] n]l]jYfk Yj] ]phYfaf_ l`]aj
presence and are increasingly joined by newcomers. The leading international integrated
FG;k oal` j]Õfaf_ afl]j]klk gmlka] l`]aj `ge] [gmfljq af[dm]2
 KYma 9jYe[g KYma 9jYZaY!2 ]paklaf_ afl]j]klk af MK$ BYhYf Yf Kgml` Cgj]Y3 hdYff]
interest in China
 CNPC (China): existing interests in Algeria, Sudan, Singapore, Scotland, France, Japan
Yf CYrYc`klYf3 hdYff] afl]j]klk af ;`Y Yf KqjaY
 Sinopec (China): planned interest in Saudi Arabia
 CmoYal H]ljgd]me CmoYal!2 ]paklaf_ afl]j]klk af AlYdq$ F]l`]jdYfk Yf AfaY3 hdYff]
interest in China
 PdVSA (Venezuela): existing interests in US, Jamaica, Dominican Republic, Curacao,
Brazil and Sweden
 Pemex (Mexico): existing interest in US
 Petrobras (Brazil): existing interests in US and Argentina
 Petronas (Malaysia): existing interests in Italy and South Africa
 Jgkf]^l JmkkaY!2 ]paklaf_ afl]j]klk af ?]jeYfq3 hdYff] afl]j]kl af ;`afY
:]qgf j]Õfaf_$ egkl g^ l`]k] FG;k Yf eYfq gl`]jk Yj] Ydkg afngdn] oal` nYjagmk
wholesale and retail product marketing activities (including service station ownership
and operation) outside their home country. Notably, Saudi Aramco, the world’s largest
oil producer, has plans to dramatically increase its integrated footprint by expanding
alk j]Õfaf_ [YhY[alq lg Ydegkl . eaddagf Z' ^jge l`] [mjj]fl ,* eaddagf Z'! Yf alk
petrochemical capacity to more than 17 million tons/year (from the current 10 million
tons/year). Like ExxonMobil and Shell, Saudi Aramco’s long-term strategy is premised on
dYj_]%k[Yd] j]Õfaf_ Yf h]ljg[`]ea[Yd afl]_jYlagf

10

The oil downstream: vertically challenged?
Marketing and retail
The principal historic reason major oil companies integrated in the other direction as well —
that is, by developing service station and retail marketing networks — was to secure access
to the consumer market. This was in the days before global international trading markets
had fully developed, and the major Western oil companies needed to secure outlets for their
[jm] gad Yf j]Õf]jq hjgm[lagf L`] [gfljgd g^ l`] kmhhdq [`Yaf lg l`] [gfkme]j _Yn] gad
companies the opportunity to develop brands with distinctive propositions, many of which
remain the leading brands in today’s market.
In many European countries, this integration may have come as part of the domestic
monopoly or oligopoly enjoyed by a state-owned national oil company, with security
of supply being a primary concern of national
governments.
The growth of international trade and the development
of modern trading markets have created a degree of
transparency in the global supply chain that was not
evident a generation ago. Yet many oil companies
remain integrated across the downstream supply
chain. Fuels marketing businesses can be highly
valuable parts of the portfolio, so they may remain in
an oil company’s portfolio in some countries simply
Z][Ymk] l`]q Yj] _gg$ hjgÕlYZd] Zmkaf]kk]k @go]n]j$
l`] ]n]dghe]fl g^ Yf af]h]f]fl j]Õfaf_ k][lgj
challenges the need for full integration. In the US in
hYjla[mdYj$ l`] af]h]f]fl j]Õfaf_ Yf eYjc]laf_
segment has long had an important role, and with the
]ph][l] [`Yf_]k af l`] j]Õfaf_ dYfk[Yh]$ k`gmd
kggf kmjhYkk l`] afl]_jYl] Õjek af l]jek g^ lglYd
j]Õfaf_ [YhY[alq

The growth of international
trade and the development
of modern trading markets
have created a degree of
transparency in the global
supply chain that was not
evident a generation ago.

One of the arguments sometimes put forward for
j]Õfaf_%eYjc]laf_ afl]_jYlagf ak l`] eYj_af `]_af_
]^^][l$ a]$ o`]f j]Õfaf_ eYj_afk Yj] kim]]r]$
eYjc]laf_ eYj_afk jak]$ Yf na[] n]jkY Kg Z]af_ afl]_jYl] hjgna]k klYZadalq g^ [Yk` Ögok
When the crack spread spikes, the retail margin typically falls sharply. Hence an integrated
hdYq]j k`gmd Z]$ lg kge] ]pl]fl$ afkmdYl] ^jge eYjc]l Öm[lmYlagfk @go]n]j$ Yk Ogg
Mackenzie1 fgl]k$ l`] c]q h`jYk] ak Êlg kge] ]pl]fl$É Z][Ymk] j]Õfaf_ eYj_afk Yj] em[`
more volatile than marketing margins, and this volatility has increased since 2004. This
e]Yfk l`Yl l`] afn]jk] j]dYlagfk`ah g^ l`] j]Õfaf_ eYj_af Yf eYjc]laf_ eYj_af oadd fgl Z]
]fgm_` lg keggl` gml l`] gn]jYdd afl]_jYl] eYj_af Kg o`ad] `]_af_ Yk Y bmklaÕ[Ylagf ^gj
integration has always been a relatively weak argument, this has become even more the
case since 2004.

4

“A perspective on MA activity in the European fuels marketing arena,” Wood Mackenzie Limited,
Fgn]eZ]j *()(3 Yf É*()( j]lYadaf_ eYj_afk2 [gfkgdaYlagf Y c]q l`]e]$Ê EYj[` *())

The oil downstream: vertically challenged?

11
“Best-in-class” downstream: key competitive advantages for acceptable returns
J]Õfaf_

Retailing

Lubricants



Scale: 150 kb/d



Respected brand: customer loyalty



Established brand: customer loyalty



;gehd]palq2 ^]]klg[c Yf gmlhml Ö]paZadalq



Incumbency: ideally top three



Brand support: effective advertising



Location: access and infrastructure (water,
pipelines, terminals, storage)



Location: high throughput





Location: real estate optionality

Streamlined product suite: capture trade-up
potential



Location: low-cost labor, tax concessions



Market dynamic: fuel demand growth



Synthetic lube offering: premium market



Location: close to demand centers



Differentiated fuels: premium pricing



Global reach: scale economies



EYjc]l qfYea[2 hjgm[l ]Õ[al



Non-petroleum sales: high margin, low tax





Construction cycle timing: cycle bottom

RD program: sustained product
development





Asset integrity and reliability: maximized
availability

Ownership: dealer rather than companyowned





Regulation: no pricing controls

Original equipment manufacturer
G=E! j]dYlagfk`ahk2 Õjkl Õdd nYdm]$ G=E
endorsement



Petrochemical integration: feedstock and
infrastructure



Planning controls: barriers to entry



Blending capacity



Strong trading function: maximize
feedstock/product arbitrage, routing and
placement



Biofuels capability: growth options



Energy intensity: cogeneration capacity



Emissions footprint: minimized



Best people: incentivized for operational and health, safety and environment (HSE) excellence



:]kl [gfljY[lgjk2 af[]flanar] ^gj gh]jYlagfYd ]p[]dd]f[]3 Y]imYl]dq kmh]jnak] oal` [d]Yj hgda[a]k Yf hjg[]mj]k



9kk]l [gfljgd2 ]p]j[ak] ]^Õ[a]fldq



;gjhgjYl] hdYffaf_2 dgf_%l]je `gjargf3 klYqaf_ hgo]j



Gof]jk`ah Ö]paZadalq2 ghlaear] [YhalYd j]]hdgqe]fl Y[jgkk [q[d]

Corporate

Source: J.P. Morgan

12

The oil downstream: vertically challenged?
JYl`]j$ Yk ^mjl`]j fgl] Zq Ogg EY[c]fra]$ al ak l`] j]dYlan] klYZadalq g^ [Yk` Ögok ^jge
retail service station networks that act as the key attraction for integrated companies,
jYl`]j l`Yf l`]aj YZadalq lg `]_] j]Õfaf_ eYj_af ngdYladalq 9f l`ak ak o`]j] k[Yd] j]eYafk
particularly important, with those companies achieving market leadership positions
Z]f]Õlaf_ ^jge dgo]j mfal [gklk Yk o]dd Yk eYl]jaYd$ j]dYlan]dq klYZd] [Yk` Ögok L`] ]^Ymdl
hgkalagf ^gj Y j]Õf]j k`gmd Z] lg gof alk gof j]lYad eYjc]laf_ Ykk]lk$ gfdq o`]j] al `Yk
Y dYj_] k[Yd] Yf hjgÕlYZd] klYf%Ydgf] Zmkaf]kk$ oal` [d]Yj$ kmklYafYZd]$ [geh]lalan]
advantages. From a retail perspective, there is little rationale for a marketing company
lg afl]_jYl] ZY[c aflg j]Õfaf_ ]dlY 9ajdaf]Ìk n]flmj] aflg h]ljgd]me j]Õfaf_ oadd g^
course test the strategic logic of hedging your largest variable cost (i.e., jet fuel) through
ownership of assets to produce the fuel.
In addition, the growing contribution from non-oil income in the service station network
is taking the fuels retailing business further away from many oil companies’ traditional
core competencies. At the same time the integrated model is being challenged in many
developed economies, the retail fuels business continues to move away from the traditional
oil company competencies as non-oil income becomes ever more important.
Should the service station network or retail business actually be part of the oil business at
all? Should it really be seen as a real estate business, with the aim being to use the plot of
land to maximize revenues regardless of the actual products sold? Or should it be seen as
a utility business, with some classes of retail assets simply providing services to customers
(e.g., highway or motorway services areas), or seen as simply ”infrastructure,“ just
providing staple needs to a large and secure customer base?
Again, as Wood Mackenzie suggests, the combination
of these trends — an unbundling of the supply chain and
continued growth of convenience retailing — could be
leading to a ”third age” of petroleum retailing, which will
be characterized by the appearance of new investors, new
brands or brand partnerships, and less direct involvement
by integrated oil companies.1 The development of brand
licensing concepts will most likely play a growing role
in this ”third age.” Although oil companies are not as
protective of their brands as they historically were, there
ak kladd ka_faÕ[Yfl nYdm] af eYfq ljYalagfYd ^m]d ZjYfk Af
Yalagf$ dYj_] gad [gehYfa]k [Yf kmhhgjl ka_faÕ[Yfl j]k]Yj[` Yf ]n]dghe]fl hjg_jYek
that smaller marketing companies or jobbers cannot. Therefore, oil companies that
are willing to license their brand to independent operators may be able to continue to
capture some of the retail margin, and secure the supply chain to the end consumer,
without the need to invest their own capital. This is particularly true in the US, where
j]Õf]j gof]jk`ah g^ j]lYad gmld]lk `Yk Z]]f af k`Yjh ][daf] o`ad] eglgj ^m]d kYd]k j]eYaf
overwhelmingly branded.

The development
of brand licensing
concepts will most
likely play a growing
role in the “third age”.

5

“Is a third age for petroleum retailing emerging?” Wood Mackenzie Limited, October 2007.

The oil downstream: vertically challenged?

13
In this ”third age,” there are different considerations for the various
participants:
 In developed markets, the IOCs should identify which of their
networks are world-class assets that can consistently meet
internal return on capital employed (ROCE) targets. Otherwise
they should be looking to shift to a jobber type model, consider
brand partnerships or exit, with the possibility of brand licensing.
@go]n]j$ af ]n]dghaf_ eYjc]lk$ Yhhda[Ylagf g^ Õjkl%ogjd
retailing techniques can be the basis of a market entry strategy,
]kh][aYddq a^ j]Õfaf_ ghhgjlmfala]k Yj] [mjj]fldq daeal]
 Meanwhile, many NOCs are increasingly becoming interested
af ]n]dghaf_ afl]jfYlagfYd j]Õfaf_ ghhgjlmfala]k Yf f]]
lg ][a] o`a[` Õl l`]aj [jal]jaY L`]q f]] lg bmkla^q o`q Yf
integrated approach should be adopted. Retail marketing does
fgl hjgna] Y kaehd] `]_] lg j]Õfaf_$ kg kge] FG;k eYq Zmq
service station assets only to make money, not as an adjunct to a
j]Õfaf_ gh]jYlagf

 On the other hand, PE investors will look to identify retail assets
that may have utility or infrastructure characteristics, or have
potential to extract hidden value from control over the real
estate. Highway or motorway outlets are the classic example, but
gl`]j Ykk]l [dYkk]k eYq Z] a]flaÕ] gj ]pYehd]$ al ogmd Z]
possible to identify potential carve-outs from existing IOC retail
networks.
 Hypermarkets and grocery retailers can be expected to expand
their market reach as long as supply can be obtained and
permits/land to build on can be secured. In any case, they will
Z] Y ka_faÕ[Yfl hdYq]j af l`] l`aj Y_] Af Yalagf$ ]n]dghe]fl
of independent European jobbers akin to the US market is
increasingly probable. Wood Mackenzie sees the emergence
of large scale jobber networks in Europe as IOC’s increasingly
focus their capital toward the upstream, creating opportunities
for others with specialist skills and experience in convenience
retailing and/or property development.6 1
 Af l`] MK$ j]Õf]jk `Yn] Z]]f _jYmYddq oal`jYoaf_ ^jge j]lYad gad
markets as is shown in the chart below.

MK j]Ôf]j kYd]k g^ hjgm[lk lg ]f%mk]jk
(Retail sales as % of total sales)
30%
28%
All products
26%

Percent of total sales

24%
22%
20%
Gasoline
18%
16%
14%
12%

19
83
19
84
19
85
19
86
19
87
19
88
19
89
19
90
19
91
19
92
19
93
19
94
19
95
19
96
19
97
19
98
19
99
20
00
20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
20
10
20
11

10%

Source: Ernst  Young calculations from US Department of Energy/Energy Information Administration (EIA) data.

6

14

“Is a third age for petroleum retailing emerging?” Wood Mackenzie
Limited, October 2007.

The oil downstream: vertically challenged?
Our perspective going forward
As a result of these trends and developments, we see continuing pressures on the sector’s
existing integrated model, with those pressures arising from:
 Scale needed for meaningful growth, in contrast to the scarcity of cheap, easy oil and
gas, and the push to the frontier and to the unconventional
 Sustained and sustainable energy demand growth in the developing world but not in the
YnYf[] [gmflja]k3 l`mk$ Y _]g_jYh`a[ k`a^l af ]eYf
 NgdYlad] Yf `a_`]j hja[]k3 af[j]Ykaf_ [gfkme]j k]fkalanalq lg `a_`]j hja[]k
 Implicit or explicit retail price controls in many developing countries, spurring demand
growth
 La_`l]j hjgm[l kh][aÕ[Ylagfk Yf eYfYl] ^m]d ]^Õ[a]f[a]k$ j]m[af_ ]eYf _jgol`
 Jakaf_ eYafl]fYf[] Yf ]fnajgfe]flYd [gklk3 hgl]flaYddq `a_` [YjZgf [gfkljYafl Yf'gj
avoidance costs
 Rising power of the NOCs, both in terms of resource nationalism from the ”resource
keepers” and international competition from the ”resource seekers,“ with a resulting
need for new IOC/NOC partnership models and, notably, a need to recognize some NOCs
as new international, integrated companies
 Aggressive NOC capacity expansion and slow IOC closure of marginal capacity
 9nYflY_] f]o j]Õfaf_ [YhY[alq È [dgk]j lg ]eYf []fl]jk [`]Yh]j lg k`ah [jm]
than products, more responsive to seasonal demand shifts), often built with key
economic incentives of cheaper labor, tax considerations and lower environmental costs
and constraints
 ?jgoaf_ kmhhdq g^ fgf%j]Õf]jq%ZYk] daima ^m]dk$ kge] eYfYl] gj af[]flanar]
 @]a_`l]f] jakc hjgÕd]k$ Zgl` mhklj]Ye Yf gofklj]Ye3 l`] f]] ^gj ^g[mk] jakc
management
L`] jakc hjgÕd] g^ l`] gad Yf _Yk k][lgj ak gf Yf mhoYj ljYb][lgjq$ Zgl` ^jge Yf
mhklj]Ye Yf gofklj]Ye h]jkh][lan]$ oal` ÕfYf[aYd$ ]fnajgfe]flYd Yf gh]jYlagfYd
kY^]lq aehda[Ylagfk g^ egj] [`Ydd]f_af_ Y[lanala]k Yf dg[Ylagfk3 j]kgmj[]k l`Yl Yj] egj]
a^Õ[mdl lg ]pljY[l Yf'gj hjg[]kk3 `a_`]j _gn]jfe]fl Yf hmZda[ ]ph][lYlagfk j]dYl] lg
]fnajgfe]flYd Yf gh]jYlagfYd h]j^gjeYf[]3 af[j]Ykaf_ [geh]lalagf ^jge Yf kmZklalmlagf
7
Zq gl`]j ]f]j_q kgmj[]k3 Yf ^j]im]fl _]ghgdala[Yd Yf Õk[Yd afklYZadalq1

7

9L C]Yjf]q$ É;`Ydd]f_af_ l`] Afl]_jYl] Gad Yf ?Yk Eg]d$Ê mfkh][aÕ] Yl] *()(

The oil downstream: vertically challenged?

15
However, the old model is not likely to be jettisoned but rather adapted, as companies look
for more creative ways to unlock value. We are seeing some radical restructuring — for
example, with ConocoPhillips and Marathon — a path that some others may also follow.
Nevertheless, we do expect further portfolio optimization or rightsizing, as companies
take a more rigorous view of core/non-core activities and look to reduce their exposure to
lower-return assets. And similarly, we can expect to see continuing focus on innovation and
operational excellence, and clearly the NOC/IOC partnership model will likely dominate the
downstream in much of the growth markets.
Thus, we can outline a ”new” yet ”old” case for integration, based on the following:
 Competition — a broader array of competencies and operational strengths
 Innovation — technological leadership and access to larger RD resource capabilities —
c]q ^gj Ydl]jfYlan] Yf mf[gfn]flagfYd ]f]j_q ]n]dghe]fl Yf egf]laraf_ ghhgjlmfala]k
 Control — the ability to develop the entire value chain enables a level of control that helps
in delivering economic returns
 Capital — particularly given the risks in upstream (unconventional, frontier, leading-edge
technologies), access to capital is crucial

16

The oil downstream: vertically challenged?
Ernst  Young capabilities
Ernst  Young has a long track record of:

Divesting an asset — key phases

Ernst  Young services

 Assisting clients to achieve a smooth exit
from non-core businesses within the oil
and gas sector



Strategic analysis



MA strategy advisory



Transaction structuring



Financial and business modeling



Carve-out planning



Valuation

 Supporting buyers with acquisitions and
managing the challenges of operating
and integrating the acquired company



Carve-out execution



International tax structuring



Sales execution



Sell-side MA lead advisory



Completion



Commercial due diligence — sell-side



Financial, operational, pensions, HR, IT, real estate,
due diligence



Transaction carve out services



Debt and capital advisory



Restructuring and legal entity rationalization services

;da]flk Z]f]Õl ^jge2
 Our breadth of experience within the oil
and gas sector — our professionals have
worked with many of the leading and
emerging organizations around the world
and across the upstream, midstream,
gofklj]Ye Yf gadÕ]d k]jna[]k k][lgjk
 Our broad range of service offerings
across the sales and asset separation
process
 Our geographic coverage — Ernst  Young
has more than 9,200 oil and gas
professionals dedicated to serving our
clients in more than 100 countries
 The strength and breadth of our client
relationships across the sector

Acquiring an asset — key phases

Ernst  Young services



Strategic analysis



Buy-side MA advisory services



Due diligence



Commercial due diligence — buy-side



Transaction structuring



Financial and business modeling



Sales execution



Pre-acquisition buy-side due diligence services



Completion



Organization and governance advisory



Post-acquisition integration



Debt and capital advisory



Post-acquisition rationalization



afYf[aYd$ gh]jYlagfYd$ h]fkagfk$ @J$ AL$ j]Yd ]klYl]$
due diligence



afYf[] ljYfk^gjeYlagf Yf [gfkgdaYlagf



afYf[aYd j]hgjlaf_ Yf AL Ynakgjq



afYf[aYd j]hgjlaf_ nYdmYlagfk



KGP'BKGP'afl]jfYd [gfljgdk Ynakgjq



Kmhhdq [`Yaf ghlaearYlagf



KlYlmlgjq Ymal Yf j]hgjlaf_



LYp kljm[lmjaf_



LYp [gehdaYf[] Yf Ynakgjq



Afl]jfYd Ymal



Kmhhdq [`Yaf Yf lYp ]^Õ[a]f[q



K`Yj] k]jna[]k hdYffaf_



H]j^gjeYf[] eYfY_]e]fl



AL ]^^][lan]f]kk



Restructuring and legal entity rationalization services



Working capital services

We support clients through the divestment
or acquisition process with subject matter
j]kgmj[] Yf Õjkl%`Yf ]ph]ja]f[] Y[jgkk Y
broad range of issues.

The oil downstream: vertically challenged?

17
Ernst  Young’s Global Oil  Gas Center contacts
Dale Nijoka
Global Oil  Gas Leader
+1 713 750 1551
dale.nijoka@ey.com

Sanjeev Gupta
9kaY%HY[aÕ[
+65 6309 8688
sanjeev-a.gupta@sg.ey.com

Marcela Donadio
Americas
+1 713 750 1276
marcela.donadio@ey.com

John Avaldsnes
Europe, Middle East, India and Africa (EMEIA)
+47 51 70 67 40
john.avaldsnes@no.ey.com

Elias Pungong
Africa
+237 33 42 51 09
elias.pungong@cm.ey.com

KC Yau
China
+86 10 5815 3339
kc.yau@cn.ey.com

Enrique Grotz
Argentina
+54 11 4515 2655
enrique.grotz@ar.ey.com

David Barringer
Middle East
+973 3961 7303
david.barringer@bh.ey.com

Russell Curtin
Australia
+61 8 9429 2424
russell.curtin@au.ey.com

Jeff Sluijter
Netherlands
+31 88 407 8710
jeff.sluijter@nl.ey.com

Beth Ramos
Brazil
+55 21 2109 1400
beth.ramos@br.ey.com

9d]p]q DgrY
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The oil downstream_vertically_challenged

  • 2. Introduction: the theory and the challenges Introduction: the theory and the challenges Inside cover Investor appetites and preferences 1 9ehd] _dgZYd j]Õfaf_ capacity 2 Location-disadvantaged capacity 3 Emerging strategies: trends and implications 4 Integrated structures and strategies 4 Downstream M&A activity 6 Af[j]Ykaf_ jgd] g^ ÕfYf[aYd players 8 Logistics linkages and MLPs 9 NOC objectives and strategies 10 Marketing and retail 11 Our perspective going forward 15 Ernst & Young capabilities 17 In this publication we look at the integrated operating model for oil companies, which has served the industry well and was the predominant and most successful operating model of the 20th century. However, recent industry developments are seeing that model come under challenge and new models emerging, with new players focusing gf kh][aÕ[ afmkljq k]_e]flk Z][geaf_ more common. The original logic for the integrated model was premised on the belief that it would provide a natural hedge, balanced funding and market access. Integration would allow a company to optimize the value chain and at the same time, the downstream could be seen as a source of long-term cash Ögo Yf ÕfYf[aYd klYZadalq$ af [gfljYkl lg more risky upstream activities. Integration enabled companies to balance their upstream and downstream activities, reducing risk and volatility. But sharply higher oil prices have shifted value creation decidedly to the upstream, often leaving downstream with low (or ]n]f f]_Ylan]! eYj_afk Yf a^Õ[mdl$ n]jq competitive markets. In markets where petroleum product prices to consumers are controlled and/or subsidized (e.g., as in much of the Middle East and Asia) j]Õf]jk `Yn] Ydkg Z]]f ka_faÕ[Yfldq challenged. Moreover, amid increasing macroeconomic uncertainty, as capital markets fail to recognize the value of integration, investors are increasingly anxious to see the gap between the value of the underlying assets and the market rating narrowed. And notably, equity markets have been increasingly discounting integrated companies below their absolute value. Quite simply, economies of scale and access to technology and capital haven’t been enough. Recent challenges to the integrated models have come from both investors and from the structure of the downstream itself.
  • 3. Peer group valuations: 2000 – 2011 Investor appetites and preferences (median values) 12 Integrated Non-integrated 20 10 20 11 20 10 20 11 20 09 20 10 20 09 20 08 20 07 20 06 20 05 20 04 20 03 20 02 20 01 20 00 0 Source: Ernst & Young calculations from IHS Herold data Peer group returns: 2000 – 2011 (median values) 60 40 20 0 -20 Integrated Non-integrated -40 20 09 20 08 20 07 20 06 20 05 20 04 20 03 -60 20 02 These trends are broadly supported by data from analysts at Deutsche Bank Research for their group of 14 “global integrated gadk&Ê L`] <]mlk[`] :Yfc YlY k`go l`] ka_faÕ[Yfl a^^]j]f[]k in annual Returns on Average Capital Employed (ROACE) in the upstream and downstream segments. Total returns for integrated companies are therefore reduced by the relatively poorer downstream performance, and thus by implication, the companies could release value to shareholders by spinning off or divesting those activities with limited integration value. 4 20 01 Similarly, comparing Total Shareholder Returns for these two peer groups shows the sharp year-to-year volatility of returns, but on average, the non-integrated companies performed slightly better than the integrated companies. 6 20 00 Comparing valuation metrics (Enterprise Value in relation to Operating EBITDA) for two peer groups — the IHS Herold, Inc. group of 35 global integrated companies and the Herold group of the 45 largest international non-integrated companies, including af]h]f]fl =H [gehYfa]k Yk o]dd Yk af]h]f]fl j]Õf]jk$ marketing and transportation companies — shows generally higher valuations for the non-integrated companies in most years, particularly so in recent years with sharply higher oil prices. 8 2 Total shareholder return (%) On average over the last twelve years, non-integrated or independent/pure-play companies have generally delivered better returns than their larger, integrated competitors and they have generally shown higher valuation metrics. Investors have tended to believe that ‘specialist’ companies, particularly upstream-focused ones, are likely to have a greater potential to create shareholder value than do integrated ones. EV/Operating EBITDA 10 Source: Ernst Young calculations from IHS Herold data Annual returns on average capital employed (Global Integrated Oils) 40 Upstream Downstream ROACE (%) 30 20 10 20 08 20 07 20 06 20 05 20 04 20 03 20 02 20 01 20 00 0 Source: Ernst Young calculations from Deutsche Bank Research data The oil downstream: vertically challenged? 1
  • 4. 9ehd] _dgZYd j]Õfaf_ capacity 9 kljm[lmjYd _dgZYd j]Õfaf_ kmjhdmk ak j]%]e]j_af_$ oal` ka_faÕ[Yfl [YhY[alq _jgol` ]ph][l] gn]j l`] f]pl Õn] q]Yjk$ particularly in Asia (China and India), the Middle East (Saudi Arabia and the United Arab Emirates), and in Latin America (especially Brazil). In general, on a global basis, the net impact will be reduced mladarYlagf jYl]k Yf _]f]jYddq o]Yc j]Õfaf_ margins. Net capacity growth (additions d]kk [dgkmj]k! gn]j l`] f]pl Õn] q]Yjk [gmd be as much as 25 – 28 million barrels per day (b/d) or 25% – 30% higher than existing capacity, with a compound annual growth rate (CAGR) of more than 4% per year. However, not all of the planned expansions will be sanctioned, nor will they necessarily be completed on schedule. Nevertheless, the key factors of this growth include: 2 The oil downstream: vertically challenged?  The vast majority of the planned expansions are national oil company (NOC) sponsored and thus less-sensitive to return pressures, with governmentsponsored mandates with other objectives (e.g., increasing domestic employment and inward investment, import reduction, value-added capture and/or extended foreign policy reach).  Much, if not most, of the new capacity will Z] _j]]fÕ]d e]_Y%j]Õf]ja]k$ ]ka_f] to capture economies of scale with high degrees of sophistication.  Gd j]Õf]ja]k jYj]dq a]3 jYl`]j l`Yf close, international oil company (IOC) owners tend to try to ”wait it out” or oadd ljq lg Õf f]o gof]jk ^gj eYj_afYd plants, or convert to terminals or storage facilities. In addition, particularly in Europe and America, environmental and social costs of closure can be very high.  Other new owners may have strategies that sustain marginal plants. Depreciation will be reset, with different strategic objectives and time horizons, e.g., private equity that sees other option value. Similarly, some new market ]fljYflk eYq Z] ]paklaf_ j]Õf]jk dggcaf_ for access to new markets.  Sluggish oil demand growth in developed economies will result in the marginalization of some Organisation for Economic Co-operation and Development G=;! j]Õfaf_3 l`]j] oadd Z] dg[Ylagf YnYflY_]k lg j]Õfaf_ af j]_agfk oal` strong demand growth.  At the same time, alternative fuel kmZklalmlagf Yf'gj j]Õf]jq ZqhYkk is increasing, with more and more renewable fuels, biofuels, gas to liquids (GTLs) and natural gas liquids (NGLs) coming into the supply pool from nonj]Õf]jq kgmj[]k
  • 5. Location-disadvantaged capacity As of 1 January 2011, the 10 largest integrated, international oil majors had more than *+ eaddagf ZYjj]dk h]j Yq g^ j]Õfaf_ [YhY[alq$ oal` egj] l`Yf /( g^ l`Yl [YhY[alq dg[Yl] af either the US or Europe,1 regions where oil demand is expected to grow minimally, if at all, over the next 20 to 25 years. In addition to increasing competition for local market share, US and =mjgh]Yf j]Õf]jk oadd Z] ^mjl`]j Zmj]f] Zq Yf Y_] af^jYkljm[lmj] ;gfn]jk]dq$ em[` g^ l`] capacity in the developing countries, where oil demand will grow relatively strongly, is newer, with much of the planned new capacity expected to be world-scale, both in terms of size and kgh`akla[Ylagf 9l l`] kYe] lae]$ MK Yf =mjgh]Yf j]Õf]jk [Yf ]ph][l lg [gflafm] lg ^Y[] j]dYlan]dq `a_` j]_mdYlgjq [Yh]p j]imaj]e]flk j]dYl] lg la_`l]faf_ hjgm[l kh][aÕ[Ylagfk Yf operational/environmental constraints. Af Yalagf$ l`] YlljY[lan]f]kk g^ l`] G=;%geafYl] j]Õfaf_ hgjl^gdag lg j]kgmj[] `gd]jk Yk a way to access the (then) dominant consumer energy markets has sharply declined, as those OECD markets matured and the non-OECD markets grew more strongly. Summary As noted in Petroleum Intelligence Weekly (PIW), the high levels of consolidation activity in the late 1990s/early 2000s was driven by a belief that size would offer a distinct advantage, hYjla[mdYjdq af l]jek g^ Y[[]kk lg j]kgmj[]k Yf af l]jek g^ l`] YZadalq lg ÕfYf[] Yf `Yfd] Za_ projects. But a decade or so later, the supermajors face as many challenges as their smaller rivals. Size hasn’t protected against project management problems, nor has it solved the access puzzle. Higher prices have encouraged more resource nationalism, further limiting access to inexpensive, easy-to-develop resources in many countries. The supermajors have instead had to turn to megaprojects in remote/harsh locations, with demanding technological and/or environmental challenges, which have challenged the sector’s project management capability.2 Additionally, the supermajors have fallen out of favor with the stock market. They were established in an era of low prices and were seen as good defensive investments in the early years of the 2000s. But as prices have risen, investors have moved on, bypassing most of the biggest companies, often investing directly into commodities as an asset class. In broad terms, the higher the oil price, the more the share performance of the independents has outshone l`Yl g^ l`] afl]_jYl] eYbgjk L`ak `Yk d] eYfq eYbgjk lg k`] kge] gj ]n]f Ydd! j]Õfaf_ Ykk]lk af gj]j lg [gf[]fljYl] gf l`]aj egj] hjgÕlYZd] mhklj]Ye gh]jYlagfk ]khal] l`] kljYl]_a[ ja^l YoYq ^jge j]Õfaf_$ 9kaY ak kladd k]]f Yk l`] gf] hdY[] jah] ^gj downstream expansion. But increasing competition from strong regional NOCs and their Y__j]kkan] j]Õf]jq [gfkljm[lagf hdYfk$ Yk o]dd Yk ^jge l`] [gfkljYaflk gf hgl]flaYd hjgÕlYZadalq from government-controlled retail prices in many markets, will make that strategy challenging. Several of the major integrated companies, including ExxonMobil, Shell, and Total SA, are hdYffaf_ gj [gfka]jaf_ j]Õfaf_ Yf'gj h]ljg[`]ea[Yd bgafl n]flmj]k oal` ;`af]k] FG;k 1 2 ÉOgjdoa] J]Õfaf_ Kmjn]q$Ê Oil Gas Journal, . ][]eZ]j *()(3 Yf [gehYfq j]hgjlk “Supermajor model in need of a makeover,” Energy Intelligence Group, Petroleum Intelligence Weekly (PIW), *- K]hl]eZ]j *((.3 Yf ÉKmh]jeYbgj eg]d dYa dgo Zq `a_` gad hja[]k$Ê )0 Bmdq *()) The oil downstream: vertically challenged? 3
  • 6. Emerging strategies: trends and implications Integrated structure and strategies The last decade and a half has been one of consolidation and retrenchment by the major IOCs, a period characterized by the megamerger era and the creation of the industry _aYflk$ Yf l`]f Zq k]ddaf_ Yf'gj [dgkaf_ j]Õf]ja]k af dgo%_jgol` lqha[Yddq G=;! eYjc]lk and looking to establish toeholds into heavily state-controlled, high-growth markets, typically in Asia. Drawn from data published by PIW in its annual supplement on the Top 50 Companies, l`] [`Yjl Z]dgo hdglk l`] kljm[lmj] g^ l`] afmkljq Zq dggcaf_ Yl j]Õfaf_ [YhY[alq g^ l`] major companies in relation to their upstream oil production and their downstream product sales. In the chart, the data for the 11 largest international oil majors (ExxonMobil, Shell, BP, Chevron, ConocoPhillips, Total SA, Marathon, Hess, Eni, Repsol and Statoil) and their predecessor companies are aggregated, showing a gradually decreasing commitment to afl]_jYlagf$ Zgl` af l]jek g^ Êj]Õfaf_ [gn]jÊ Yf Êhjgm[l [gn]jÊ The current perspective for the major IOCs, using data as of the end of 2010, is depicted af l`] [`Yjl Z]dgo gj ]a_`l g^ l`] )) [gehYfa]k$ j]Õfaf_ [YhY[alq ak _j]Yl]j l`Yf gad hjgm[lagf$ oal` gfdq @]kk$ =fa Yf KlYlgad oal` j]Õfaf_ [YhY[alq d]kk l`Yf hjgm[lagf 9dd Zml gf] [gehYfq$ J]hkgd$ `Y lglYd hjgm[l kYd]k _j]Yl]j l`Yf alk j]Õfaf_ [YhY[alq Note that Marathon, historically one of the smaller integrated majors, has ”de-integrated” in 2011, splitting into separate upstream and downstream companies. One of the supermajors, ConocoPhillips, has also split in 2012. Big oil’s commitment to integration 2.00 1.00 1.90 0.95 J]Õfaf_ [gn]j2 j]Õfaf_ [YhY[alq af j]dYlagf lg gad hjgm[lagf d]^l Ypak! 0.90 1.80 1.70 0.85 0.80 1.60 0.75 1.50 Trend line 0.70 1.40 0.65 1.30 Hjgm[l [gn]j2 j]Õfaf_ [YhY[alq af j]dYlagf lg hjgm[l kYd]k ja_`l Ypak! 0.60 1.10 0.55 1.00 0.50 19 94 19 95 19 96 19 97 19 98 19 99 20 00 20 01 20 02 20 03 20 04 20 05 20 06 20 07 20 08 20 09 20 10 1.20 Source: Ernst Young calculations from Energy Intelligence Group, Petroleum Intelligence Weekly data. 4 The oil downstream: vertically challenged? Product cover J]Õfaf_ [gn]j Trend line
  • 7. The industry had in fact witnessed an earlier disintegration or de-integration wave in the 1980s and 1990s.  G[[a]flYd H]ljgd]me oYk Zja]Öq ^mddq afl]_jYl]$ gofaf_ l`] ;ala]k K]jna[] j]Õfaf_ and marketing assets from 1982 to1983. (OXY is still a somewhat hybrid integrated [gehYfq3 o`ad] geafYl] Zq alk af]h]f]fl afl]jfYlagfYd =H hgjl^gdag$ al Ydkg gh]jYl]k some chemical production assets.)  Sun and Diamond Shamrock both split off their upstream and downstream operations into separate companies in the late 1980s. (In Sun’s case, the upstream company became Gjqp =f]j_q Yf l`] gofklj]Ye [gehYfq Z][Ye] Kmfg[g3 aYegf K`Yejg[cÌk mhklj]Ye [gehYfq Z][Ye] EYpmk =f]j_q$ o`ad] l`] gofklj]Ye Zja]Öq j]lYaf] l`] Diamond Shamrock name before its merger with Ultramar Petroleum and its acquisition by Valero.)  ;Yda^gjfaY eafa%eYbgj Mfg[Yd oYk ^mddq afl]_jYl] Z]^gj] k]ddaf_ g^^ alk j]Õfaf_ Yf marketing assets in 1987.  L]kgjg oYk `aklgja[Yddq Y keYdd afl]_jYl] hdYq]j$ Z]^gj] ÕfYddq k]ddaf_ alk keYdd =H hgjl^gdag af )111 lg Z][ge] Yf af]h]f]fl j]Õf]j'eYjc]l]j EYbgj afl]_jYl]k2 j]Ôfaf_ af [gfl]pl Ç *()( Hjgm[l ]phgkmj] j]Õf_af_ [YhY[alq'hjgm[l kYd]k! (Circle size = relative capacity) 1.4 1.2 ExxonMobil Repsol 1.0 ConocoPhillips Eni 0.8 Statoil Total SA Chevron Marathon 0.6 Hess Shell BP 0.4 0.2 0.0 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 J]Õfaf_ [gn]j j]Õfaf_ [YhY[alq'gad hjgm[lagf! Source: Ernst Young calculations from Energy Intelligence Group, Petroleum Intelligence Weekly data. The oil downstream: vertically challenged? 5
  • 8. Notable among the major integrated companies, Royal Dutch Shell has reduced alk _dgZYd j]Õfaf_ [YhY[alq Zq Ydegkl gf]% third since 2002, through divestitures and closures. BP is shifting its downstream focus to Eastern Hemisphere growth markets and ak ]%]eh`Ykaraf_ MK j]Õfaf_ m] lg hggj afl]_jYlagf ghhgjlmfala]k3 log g^ alk dYj_]kl MK j]Õf]ja]k Yj] mh ^gj kYd] :gl` LglYd SA and Chevron are undertaking selective divestitures and are geographically refocusing, notably de-emphasizing activities in Europe. KeYdd]j afl]_jYl] hdYq]j Emjh`q Gad `Yk kgd alk log MK j]Õf]ja]k Yf dggck lg akhgk] g^ alk MC j]Õf]jq Yf l`mk Z][ge] Y hmj]%hdYq af]h]f]fl =H [gehYfq O`ad] Zgl` =ppgfEgZad Yf K`]dd Yj] an]klaf_ fgf%[gj] j]Õfaf_$ l`]q Zgl` j]eYaf YYeYfldq [geeall] lg dYj_]%k[Yd] j]Õfaf_'h]ljg[`]ea[Yd afl]_jYlagf$ o`]j] l`]q dggc lg optimize production in order to capture the highest value output, while realizing lower costs l`jgm_` ^]]klg[c Ö]paZadalq Yf k`Yjaf_ g^ af^jYkljm[lmj]$ Yk o]dd Yk l`] ghlaearYlagf g^ marketing assets. Af dYl]%*())$ al Yhh]Yj] l`Yl l`j]] H`adY]dh`aY%Yj]Y j]Õf]ja]k$ gf] gof] Zq ConocoPhillips and two owned by Sunoco, would shut down, closing almost 700,000 b/d of crude distillation unit or CDU capacity. Closing that much capacity would mean that ]kk]flaYddq -( g^ lglYd =Ykl ;gYkl j]Õf]jq gh]jYlaf_ [YhY[alq ogmd Z] dgkl È Y[[gjaf_ lg the Oil Gas Journal, total East Coast CDU capacity as of 1 January 2012 was 1,399,700 Z' È hmllaf_ mhoYj hj]kkmj] gf j]_agfYd j]Õf] hjgm[l hja[]k af gj]j lg jYo km^Õ[a]fl supplies from Gulf Coast suppliers, given some pipeline and shipping constraints, and/or from imports. However, in early-2012, in a deal that surprised many industry veterans and observers, Delta Airlines, one of the world’s largest airlines, announced that it would purchase the ad] LjYaf]j j]Õf]jq ^jge ;gfg[gH`addahk'H`addahk ..$ l`]j]Zq afl]_jYlaf_ ZY[c mh alk critical jet fuel supply chain. A few months later, Sunoco reached an agreement to continue lg bgafldq gh]jYl] alk Za_$ Z]d]Y_m]j] H`adY]dh`aY j]Õf]jq oal` l`] ;Yjdqd] ?jgmh$ gf] g^ l`] dYj_]kl an]jkaÕ] hjanYl] ]imalq H=! Õjek Downstream MA activity Over the period 2001 – 2011, reported downstream MA transaction value averaged about MK** Zaddagf h]j q]Yj$ oal` Ydegkl `Yd^ g^ l`Yl af l`] j]Õfaf_ kmZk]_e]fl L`] fmeZ]j g^ downstream deals averaged about 150 per year over the period, with deal activity ramping up sharply in the 2006 – 2008 period before falling back.1 (Notably, biofuels transactions became more fully covered by IHS Herold starting in 2006.) Integrated buyers and sellers have accounted for a relatively small portion of the downstream transactions, with integrated companies more likely to have been sellers than buyers. 3 6 “MA Database,” IHS Herold, Inc. website, accessed 5 January 2012. The oil downstream: vertically challenged?
  • 9. Downstream oil transactions (Reported deal value) Biofuels $45 Propane distribution Reported deal value (US$ billion) $40 Terminals and storage Retail and marketing $35 Gasoline stations $30 an]jkaÕ] gofklj]Ye J]Õfaf_ $25 $20 $15 $10 $5 20 11 20 10 20 09 20 08 20 07 20 06 20 05 20 04 20 03 20 02 20 01 $0 Source: Ernst Young calculations from IHS Herold data. Downstream oil transactions (Number of deals, including deals without reported value) 300 Biofuels Propane distribution Number of deals 250 Terminals and storage Retail and marketing 200 Gasoline stations 150 an]jkaÕ] gofklj]Ye J]Õfaf_ 100 50 20 11 20 10 20 09 20 08 20 07 20 06 20 05 20 04 20 03 20 02 20 01 0 Source: Ernst Young calculations from IHS Herold data. The oil downstream: vertically challenged? 7
  • 10. Af[j]Ykaf_ jgd] g^ ÕfYf[aYd hdYq]jk afYf[aYd hdYq]jk$ fglYZdq afn]kle]fl ZYfck Yf hjanYl] ]imalq H=! Õjek$ `Yn] hdYq] Y tangential role in the downstream for a long time, but their presence has been increasing in recent years. Goldman Sachs, through its J. Aron subsidiary, has long taken an interest in É`YjÊ j]Õfaf_ Ykk]lk lg d]n]jY_] kge] g^ alk commodity trading activities. Louis Dreyfus and Morgan Stanley have similarly taken smaller interests. Major global commodity ljYaf_ Õjek$ km[` Yk Nalgd Yf ?d]f[gj]$ `Yn] Ydkg `]d keYdd j]Õfaf_ Ykk]lk'afl]j]klk as leverage for their trading operations. Egj] j][]fldq$ k]n]jYd H= Õjek `Yn] lYc]f egj] kmZklYflaYd afl]j]klk af j]Õfaf_ Yf marketing assets. These have included:  9 [gfkgjlame d] Zq Jan]jklgf] Yf ;Yjdqd] Y[imajaf_ l`j]] j]Õf]ja]k ^jge =mjgh]Yf af]h]f]fl j]Õf]j$ H]ljghdmk  Backed by Blackstone and First Reserve, the creation of a new large US independent j]Õf]j$ oal` l`j]] j]Õf]ja]k$ cfgof Yk H: =f]j_q  Cd]k[`] ;gÌk hmj[`Yk] g^ K`]ddÌk @]a] ?]jeYfq! j]Õf]jq Downstream oil transactions (Deals with selected buyers/sellers) 225 Total deals Integrated sellers 200 Integrated buyers NOC Buyers 175 150 125 100 75 50 25 Source: Ernst Young calculations from IHS Herold data. 8 The oil downstream: vertically challenged? 20 11 20 10 20 09 20 08 20 07 20 06 20 05 20 04 20 03 20 02 20 01 0
  • 11. Logistics linkages and MLPs Over the last decade, there has also been a substantial increase in the application of taxadvantaged corporate structures, known as Master Limited Partnerships (MLPs) in the eaklj]Ye k]_e]flk g^ l`] gad Yf _Yk Zmkaf]kk L`] hjaeYjq Z]f]Õl g^ l`Yl Zmkaf]kk structure is that an MLP is able to pass through its net income to the limited partners or unit holders without paying federal or state income tax, thereby eliminating the double lYpYlagf g^ akljaZmlagfk$ af[j]Ykaf_ ^j]] [Yk` Ögo Yf dgo]jaf_ alk [gkl g^ [YhalYd L`] principal goal of an MLP is to maintain and/or increase cash distributions to unit holders. Therefore, the assets that make the most sense in the MLP structure are those that are j]dYlan]dq kdgo%_jgol`$ `a_`%[Yk`%Ögo%_]f]jYlaf_ Zmkaf]kk]k l`Yl g fgl j]imaj] ka_faÕ[Yfl maintenance capital. These broadly include fee-based businesses like oil and natural gas pipelines, natural gas processing plants, as well as some coal production and some longlived crude oil or natural gas producing assets that are close to fully developed and/or in kl]Yq%klYl] ][daf] ?an]f l`] É[Yk` Ögo klYZadarYlagfÊ eYfljY g^ Yf EDH$ jYhadq ]hd]laf_ Ykk]lk l`Yl j]imaj] ka_faÕ[Yfl [Yh]p Yf o`gk] nYdm] Öm[lmYl]k oal` [geegalq hja[]k Yj] not ideal MLP candidates. FglYZdq$ MK af]h]f]fl j]Õf]jk @gddq$ L]kgjg$ Yf NYd]jg [mjj]fldq `Yn] eaklj]Ye MLPs in their consolidated structure, with those MLPs typically holding crude oil and/ gj hjgm[l klgjY_] Yf hah]daf] Ykk]lk H`addahk ..$ l`] f]o j]Õfaf_'eYjc]laf_ khaf%g^^ from ConocoPhillips, has interests in two MLPs, as part of its midstream joint venture with Spectra Energy, known as DCP Midstream. Newly-split Marathon Petroleum is planning a similar MLP move for its midstream assets. Downstream oil transactions (Includes deals without reported transaction values) 35 External Home country Number of deals 30 25 20 15 10 5 20 11 20 10 20 09 20 08 20 07 20 06 20 05 20 04 20 03 20 02 20 01 0 Source: Ernst Young calculations from IHS Herold data. The oil downstream: vertically challenged? 9
  • 12. NOC objectives and strategies Downstream transaction activity by the NOCs increased sharply in the 2006–2008 period but has tapered off in the last few years. Af [gfljYkl lg l`] AG;k$ o`a[` Yj] k[Ydaf_ ZY[c kge]o`Yl ^jge j]Õfaf_ Yf eYjc]laf_$ many of the largest NOCs are internationalizing and integrating. Several of these have Z]]f afngdn] af afl]jfYlagfYd j]Õfaf_ ^gj Y dgf_ lae]$ Zml l`] n]l]jYfk Yj] ]phYfaf_ l`]aj presence and are increasingly joined by newcomers. The leading international integrated FG;k oal` j]Õfaf_ afl]j]klk gmlka] l`]aj `ge] [gmfljq af[dm]2  KYma 9jYe[g KYma 9jYZaY!2 ]paklaf_ afl]j]klk af MK$ BYhYf Yf Kgml` Cgj]Y3 hdYff] interest in China  CNPC (China): existing interests in Algeria, Sudan, Singapore, Scotland, France, Japan Yf CYrYc`klYf3 hdYff] afl]j]klk af ;`Y Yf KqjaY  Sinopec (China): planned interest in Saudi Arabia  CmoYal H]ljgd]me CmoYal!2 ]paklaf_ afl]j]klk af AlYdq$ F]l`]jdYfk Yf AfaY3 hdYff] interest in China  PdVSA (Venezuela): existing interests in US, Jamaica, Dominican Republic, Curacao, Brazil and Sweden  Pemex (Mexico): existing interest in US  Petrobras (Brazil): existing interests in US and Argentina  Petronas (Malaysia): existing interests in Italy and South Africa  Jgkf]^l JmkkaY!2 ]paklaf_ afl]j]klk af ?]jeYfq3 hdYff] afl]j]kl af ;`afY :]qgf j]Õfaf_$ egkl g^ l`]k] FG;k Yf eYfq gl`]jk Yj] Ydkg afngdn] oal` nYjagmk wholesale and retail product marketing activities (including service station ownership and operation) outside their home country. Notably, Saudi Aramco, the world’s largest oil producer, has plans to dramatically increase its integrated footprint by expanding alk j]Õfaf_ [YhY[alq lg Ydegkl . eaddagf Z' ^jge l`] [mjj]fl ,* eaddagf Z'! Yf alk petrochemical capacity to more than 17 million tons/year (from the current 10 million tons/year). Like ExxonMobil and Shell, Saudi Aramco’s long-term strategy is premised on dYj_]%k[Yd] j]Õfaf_ Yf h]ljg[`]ea[Yd afl]_jYlagf 10 The oil downstream: vertically challenged?
  • 13. Marketing and retail The principal historic reason major oil companies integrated in the other direction as well — that is, by developing service station and retail marketing networks — was to secure access to the consumer market. This was in the days before global international trading markets had fully developed, and the major Western oil companies needed to secure outlets for their [jm] gad Yf j]Õf]jq hjgm[lagf L`] [gfljgd g^ l`] kmhhdq [`Yaf lg l`] [gfkme]j _Yn] gad companies the opportunity to develop brands with distinctive propositions, many of which remain the leading brands in today’s market. In many European countries, this integration may have come as part of the domestic monopoly or oligopoly enjoyed by a state-owned national oil company, with security of supply being a primary concern of national governments. The growth of international trade and the development of modern trading markets have created a degree of transparency in the global supply chain that was not evident a generation ago. Yet many oil companies remain integrated across the downstream supply chain. Fuels marketing businesses can be highly valuable parts of the portfolio, so they may remain in an oil company’s portfolio in some countries simply Z][Ymk] l`]q Yj] _gg$ hjgÕlYZd] Zmkaf]kk]k @go]n]j$ l`] ]n]dghe]fl g^ Yf af]h]f]fl j]Õfaf_ k][lgj challenges the need for full integration. In the US in hYjla[mdYj$ l`] af]h]f]fl j]Õfaf_ Yf eYjc]laf_ segment has long had an important role, and with the ]ph][l] [`Yf_]k af l`] j]Õfaf_ dYfk[Yh]$ k`gmd kggf kmjhYkk l`] afl]_jYl] Õjek af l]jek g^ lglYd j]Õfaf_ [YhY[alq The growth of international trade and the development of modern trading markets have created a degree of transparency in the global supply chain that was not evident a generation ago. One of the arguments sometimes put forward for j]Õfaf_%eYjc]laf_ afl]_jYlagf ak l`] eYj_af `]_af_ ]^^][l$ a]$ o`]f j]Õfaf_ eYj_afk Yj] kim]]r]$ eYjc]laf_ eYj_afk jak]$ Yf na[] n]jkY Kg Z]af_ afl]_jYl] hjgna]k klYZadalq g^ [Yk` Ögok When the crack spread spikes, the retail margin typically falls sharply. Hence an integrated hdYq]j k`gmd Z]$ lg kge] ]pl]fl$ afkmdYl] ^jge eYjc]l Öm[lmYlagfk @go]n]j$ Yk Ogg Mackenzie1 fgl]k$ l`] c]q h`jYk] ak Êlg kge] ]pl]fl$É Z][Ymk] j]Õfaf_ eYj_afk Yj] em[` more volatile than marketing margins, and this volatility has increased since 2004. This e]Yfk l`Yl l`] afn]jk] j]dYlagfk`ah g^ l`] j]Õfaf_ eYj_af Yf eYjc]laf_ eYj_af oadd fgl Z] ]fgm_` lg keggl` gml l`] gn]jYdd afl]_jYl] eYj_af Kg o`ad] `]_af_ Yk Y bmklaÕ[Ylagf ^gj integration has always been a relatively weak argument, this has become even more the case since 2004. 4 “A perspective on MA activity in the European fuels marketing arena,” Wood Mackenzie Limited, Fgn]eZ]j *()(3 Yf É*()( j]lYadaf_ eYj_afk2 [gfkgdaYlagf Y c]q l`]e]$Ê EYj[` *()) The oil downstream: vertically challenged? 11
  • 14. “Best-in-class” downstream: key competitive advantages for acceptable returns J]Õfaf_ Retailing Lubricants  Scale: 150 kb/d  Respected brand: customer loyalty  Established brand: customer loyalty  ;gehd]palq2 ^]]klg[c Yf gmlhml Ö]paZadalq  Incumbency: ideally top three  Brand support: effective advertising  Location: access and infrastructure (water, pipelines, terminals, storage)  Location: high throughput   Location: real estate optionality Streamlined product suite: capture trade-up potential  Location: low-cost labor, tax concessions  Market dynamic: fuel demand growth  Synthetic lube offering: premium market  Location: close to demand centers  Differentiated fuels: premium pricing  Global reach: scale economies  EYjc]l qfYea[2 hjgm[l ]Õ[al  Non-petroleum sales: high margin, low tax   Construction cycle timing: cycle bottom RD program: sustained product development   Asset integrity and reliability: maximized availability Ownership: dealer rather than companyowned   Regulation: no pricing controls Original equipment manufacturer G=E! j]dYlagfk`ahk2 Õjkl Õdd nYdm]$ G=E endorsement  Petrochemical integration: feedstock and infrastructure  Planning controls: barriers to entry  Blending capacity  Strong trading function: maximize feedstock/product arbitrage, routing and placement  Biofuels capability: growth options  Energy intensity: cogeneration capacity  Emissions footprint: minimized  Best people: incentivized for operational and health, safety and environment (HSE) excellence  :]kl [gfljY[lgjk2 af[]flanar] ^gj gh]jYlagfYd ]p[]dd]f[]3 Y]imYl]dq kmh]jnak] oal` [d]Yj hgda[a]k Yf hjg[]mj]k  9kk]l [gfljgd2 ]p]j[ak] ]^Õ[a]fldq  ;gjhgjYl] hdYffaf_2 dgf_%l]je `gjargf3 klYqaf_ hgo]j  Gof]jk`ah Ö]paZadalq2 ghlaear] [YhalYd j]]hdgqe]fl Y[jgkk [q[d] Corporate Source: J.P. Morgan 12 The oil downstream: vertically challenged?
  • 15. JYl`]j$ Yk ^mjl`]j fgl] Zq Ogg EY[c]fra]$ al ak l`] j]dYlan] klYZadalq g^ [Yk` Ögok ^jge retail service station networks that act as the key attraction for integrated companies, jYl`]j l`Yf l`]aj YZadalq lg `]_] j]Õfaf_ eYj_af ngdYladalq 9f l`ak ak o`]j] k[Yd] j]eYafk particularly important, with those companies achieving market leadership positions Z]f]Õlaf_ ^jge dgo]j mfal [gklk Yk o]dd Yk eYl]jaYd$ j]dYlan]dq klYZd] [Yk` Ögok L`] ]^Ymdl hgkalagf ^gj Y j]Õf]j k`gmd Z] lg gof alk gof j]lYad eYjc]laf_ Ykk]lk$ gfdq o`]j] al `Yk Y dYj_] k[Yd] Yf hjgÕlYZd] klYf%Ydgf] Zmkaf]kk$ oal` [d]Yj$ kmklYafYZd]$ [geh]lalan] advantages. From a retail perspective, there is little rationale for a marketing company lg afl]_jYl] ZY[c aflg j]Õfaf_ ]dlY 9ajdaf]Ìk n]flmj] aflg h]ljgd]me j]Õfaf_ oadd g^ course test the strategic logic of hedging your largest variable cost (i.e., jet fuel) through ownership of assets to produce the fuel. In addition, the growing contribution from non-oil income in the service station network is taking the fuels retailing business further away from many oil companies’ traditional core competencies. At the same time the integrated model is being challenged in many developed economies, the retail fuels business continues to move away from the traditional oil company competencies as non-oil income becomes ever more important. Should the service station network or retail business actually be part of the oil business at all? Should it really be seen as a real estate business, with the aim being to use the plot of land to maximize revenues regardless of the actual products sold? Or should it be seen as a utility business, with some classes of retail assets simply providing services to customers (e.g., highway or motorway services areas), or seen as simply ”infrastructure,“ just providing staple needs to a large and secure customer base? Again, as Wood Mackenzie suggests, the combination of these trends — an unbundling of the supply chain and continued growth of convenience retailing — could be leading to a ”third age” of petroleum retailing, which will be characterized by the appearance of new investors, new brands or brand partnerships, and less direct involvement by integrated oil companies.1 The development of brand licensing concepts will most likely play a growing role in this ”third age.” Although oil companies are not as protective of their brands as they historically were, there ak kladd ka_faÕ[Yfl nYdm] af eYfq ljYalagfYd ^m]d ZjYfk Af Yalagf$ dYj_] gad [gehYfa]k [Yf kmhhgjl ka_faÕ[Yfl j]k]Yj[` Yf ]n]dghe]fl hjg_jYek that smaller marketing companies or jobbers cannot. Therefore, oil companies that are willing to license their brand to independent operators may be able to continue to capture some of the retail margin, and secure the supply chain to the end consumer, without the need to invest their own capital. This is particularly true in the US, where j]Õf]j gof]jk`ah g^ j]lYad gmld]lk `Yk Z]]f af k`Yjh ][daf] o`ad] eglgj ^m]d kYd]k j]eYaf overwhelmingly branded. The development of brand licensing concepts will most likely play a growing role in the “third age”. 5 “Is a third age for petroleum retailing emerging?” Wood Mackenzie Limited, October 2007. The oil downstream: vertically challenged? 13
  • 16. In this ”third age,” there are different considerations for the various participants:  In developed markets, the IOCs should identify which of their networks are world-class assets that can consistently meet internal return on capital employed (ROCE) targets. Otherwise they should be looking to shift to a jobber type model, consider brand partnerships or exit, with the possibility of brand licensing. @go]n]j$ af ]n]dghaf_ eYjc]lk$ Yhhda[Ylagf g^ Õjkl%ogjd retailing techniques can be the basis of a market entry strategy, ]kh][aYddq a^ j]Õfaf_ ghhgjlmfala]k Yj] [mjj]fldq daeal]  Meanwhile, many NOCs are increasingly becoming interested af ]n]dghaf_ afl]jfYlagfYd j]Õfaf_ ghhgjlmfala]k Yf f]] lg ][a] o`a[` Õl l`]aj [jal]jaY L`]q f]] lg bmkla^q o`q Yf integrated approach should be adopted. Retail marketing does fgl hjgna] Y kaehd] `]_] lg j]Õfaf_$ kg kge] FG;k eYq Zmq service station assets only to make money, not as an adjunct to a j]Õfaf_ gh]jYlagf  On the other hand, PE investors will look to identify retail assets that may have utility or infrastructure characteristics, or have potential to extract hidden value from control over the real estate. Highway or motorway outlets are the classic example, but gl`]j Ykk]l [dYkk]k eYq Z] a]flaÕ] gj ]pYehd]$ al ogmd Z] possible to identify potential carve-outs from existing IOC retail networks.  Hypermarkets and grocery retailers can be expected to expand their market reach as long as supply can be obtained and permits/land to build on can be secured. In any case, they will Z] Y ka_faÕ[Yfl hdYq]j af l`] l`aj Y_] Af Yalagf$ ]n]dghe]fl of independent European jobbers akin to the US market is increasingly probable. Wood Mackenzie sees the emergence of large scale jobber networks in Europe as IOC’s increasingly focus their capital toward the upstream, creating opportunities for others with specialist skills and experience in convenience retailing and/or property development.6 1  Af l`] MK$ j]Õf]jk `Yn] Z]]f _jYmYddq oal`jYoaf_ ^jge j]lYad gad markets as is shown in the chart below. MK j]Ôf]j kYd]k g^ hjgm[lk lg ]f%mk]jk (Retail sales as % of total sales) 30% 28% All products 26% Percent of total sales 24% 22% 20% Gasoline 18% 16% 14% 12% 19 83 19 84 19 85 19 86 19 87 19 88 19 89 19 90 19 91 19 92 19 93 19 94 19 95 19 96 19 97 19 98 19 99 20 00 20 01 20 02 20 03 20 04 20 05 20 06 20 07 20 08 20 09 20 10 20 11 10% Source: Ernst Young calculations from US Department of Energy/Energy Information Administration (EIA) data. 6 14 “Is a third age for petroleum retailing emerging?” Wood Mackenzie Limited, October 2007. The oil downstream: vertically challenged?
  • 17. Our perspective going forward As a result of these trends and developments, we see continuing pressures on the sector’s existing integrated model, with those pressures arising from:  Scale needed for meaningful growth, in contrast to the scarcity of cheap, easy oil and gas, and the push to the frontier and to the unconventional  Sustained and sustainable energy demand growth in the developing world but not in the YnYf[] [gmflja]k3 l`mk$ Y _]g_jYh`a[ k`a^l af ]eYf  NgdYlad] Yf `a_`]j hja[]k3 af[j]Ykaf_ [gfkme]j k]fkalanalq lg `a_`]j hja[]k  Implicit or explicit retail price controls in many developing countries, spurring demand growth  La_`l]j hjgm[l kh][aÕ[Ylagfk Yf eYfYl] ^m]d ]^Õ[a]f[a]k$ j]m[af_ ]eYf _jgol`  Jakaf_ eYafl]fYf[] Yf ]fnajgfe]flYd [gklk3 hgl]flaYddq `a_` [YjZgf [gfkljYafl Yf'gj avoidance costs  Rising power of the NOCs, both in terms of resource nationalism from the ”resource keepers” and international competition from the ”resource seekers,“ with a resulting need for new IOC/NOC partnership models and, notably, a need to recognize some NOCs as new international, integrated companies  Aggressive NOC capacity expansion and slow IOC closure of marginal capacity  9nYflY_] f]o j]Õfaf_ [YhY[alq È [dgk]j lg ]eYf []fl]jk [`]Yh]j lg k`ah [jm] than products, more responsive to seasonal demand shifts), often built with key economic incentives of cheaper labor, tax considerations and lower environmental costs and constraints  ?jgoaf_ kmhhdq g^ fgf%j]Õf]jq%ZYk] daima ^m]dk$ kge] eYfYl] gj af[]flanar]  @]a_`l]f] jakc hjgÕd]k$ Zgl` mhklj]Ye Yf gofklj]Ye3 l`] f]] ^gj ^g[mk] jakc management L`] jakc hjgÕd] g^ l`] gad Yf _Yk k][lgj ak gf Yf mhoYj ljYb][lgjq$ Zgl` ^jge Yf mhklj]Ye Yf gofklj]Ye h]jkh][lan]$ oal` ÕfYf[aYd$ ]fnajgfe]flYd Yf gh]jYlagfYd kY^]lq aehda[Ylagfk g^ egj] [`Ydd]f_af_ Y[lanala]k Yf dg[Ylagfk3 j]kgmj[]k l`Yl Yj] egj] a^Õ[mdl lg ]pljY[l Yf'gj hjg[]kk3 `a_`]j _gn]jfe]fl Yf hmZda[ ]ph][lYlagfk j]dYl] lg ]fnajgfe]flYd Yf gh]jYlagfYd h]j^gjeYf[]3 af[j]Ykaf_ [geh]lalagf ^jge Yf kmZklalmlagf 7 Zq gl`]j ]f]j_q kgmj[]k3 Yf ^j]im]fl _]ghgdala[Yd Yf Õk[Yd afklYZadalq1 7 9L C]Yjf]q$ É;`Ydd]f_af_ l`] Afl]_jYl] Gad Yf ?Yk Eg]d$Ê mfkh][aÕ] Yl] *()( The oil downstream: vertically challenged? 15
  • 18. However, the old model is not likely to be jettisoned but rather adapted, as companies look for more creative ways to unlock value. We are seeing some radical restructuring — for example, with ConocoPhillips and Marathon — a path that some others may also follow. Nevertheless, we do expect further portfolio optimization or rightsizing, as companies take a more rigorous view of core/non-core activities and look to reduce their exposure to lower-return assets. And similarly, we can expect to see continuing focus on innovation and operational excellence, and clearly the NOC/IOC partnership model will likely dominate the downstream in much of the growth markets. Thus, we can outline a ”new” yet ”old” case for integration, based on the following:  Competition — a broader array of competencies and operational strengths  Innovation — technological leadership and access to larger RD resource capabilities — c]q ^gj Ydl]jfYlan] Yf mf[gfn]flagfYd ]f]j_q ]n]dghe]fl Yf egf]laraf_ ghhgjlmfala]k  Control — the ability to develop the entire value chain enables a level of control that helps in delivering economic returns  Capital — particularly given the risks in upstream (unconventional, frontier, leading-edge technologies), access to capital is crucial 16 The oil downstream: vertically challenged?
  • 19. Ernst Young capabilities Ernst Young has a long track record of: Divesting an asset — key phases Ernst Young services  Assisting clients to achieve a smooth exit from non-core businesses within the oil and gas sector  Strategic analysis  MA strategy advisory  Transaction structuring  Financial and business modeling  Carve-out planning  Valuation  Supporting buyers with acquisitions and managing the challenges of operating and integrating the acquired company  Carve-out execution  International tax structuring  Sales execution  Sell-side MA lead advisory  Completion  Commercial due diligence — sell-side  Financial, operational, pensions, HR, IT, real estate, due diligence  Transaction carve out services  Debt and capital advisory  Restructuring and legal entity rationalization services ;da]flk Z]f]Õl ^jge2  Our breadth of experience within the oil and gas sector — our professionals have worked with many of the leading and emerging organizations around the world and across the upstream, midstream, gofklj]Ye Yf gadÕ]d k]jna[]k k][lgjk  Our broad range of service offerings across the sales and asset separation process  Our geographic coverage — Ernst Young has more than 9,200 oil and gas professionals dedicated to serving our clients in more than 100 countries  The strength and breadth of our client relationships across the sector Acquiring an asset — key phases Ernst Young services  Strategic analysis  Buy-side MA advisory services  Due diligence  Commercial due diligence — buy-side  Transaction structuring  Financial and business modeling  Sales execution  Pre-acquisition buy-side due diligence services  Completion  Organization and governance advisory  Post-acquisition integration  Debt and capital advisory  Post-acquisition rationalization  afYf[aYd$ gh]jYlagfYd$ h]fkagfk$ @J$ AL$ j]Yd ]klYl]$ due diligence  afYf[] ljYfk^gjeYlagf Yf [gfkgdaYlagf  afYf[aYd j]hgjlaf_ Yf AL Ynakgjq  afYf[aYd j]hgjlaf_ nYdmYlagfk  KGP'BKGP'afl]jfYd [gfljgdk Ynakgjq  Kmhhdq [`Yaf ghlaearYlagf  KlYlmlgjq Ymal Yf j]hgjlaf_  LYp kljm[lmjaf_  LYp [gehdaYf[] Yf Ynakgjq  Afl]jfYd Ymal  Kmhhdq [`Yaf Yf lYp ]^Õ[a]f[q  K`Yj] k]jna[]k hdYffaf_  H]j^gjeYf[] eYfY_]e]fl  AL ]^^][lan]f]kk  Restructuring and legal entity rationalization services  Working capital services We support clients through the divestment or acquisition process with subject matter j]kgmj[] Yf Õjkl%`Yf ]ph]ja]f[] Y[jgkk Y broad range of issues. The oil downstream: vertically challenged? 17
  • 20. Ernst Young’s Global Oil Gas Center contacts Dale Nijoka Global Oil Gas Leader +1 713 750 1551 dale.nijoka@ey.com Sanjeev Gupta 9kaY%HY[aÕ[ +65 6309 8688 sanjeev-a.gupta@sg.ey.com Marcela Donadio Americas +1 713 750 1276 marcela.donadio@ey.com John Avaldsnes Europe, Middle East, India and Africa (EMEIA) +47 51 70 67 40 john.avaldsnes@no.ey.com Elias Pungong Africa +237 33 42 51 09 elias.pungong@cm.ey.com KC Yau China +86 10 5815 3339 kc.yau@cn.ey.com Enrique Grotz Argentina +54 11 4515 2655 enrique.grotz@ar.ey.com David Barringer Middle East +973 3961 7303 david.barringer@bh.ey.com Russell Curtin Australia +61 8 9429 2424 russell.curtin@au.ey.com Jeff Sluijter Netherlands +31 88 407 8710 jeff.sluijter@nl.ey.com Beth Ramos Brazil +55 21 2109 1400 beth.ramos@br.ey.com 9d]p]q DgrY Russia +7 495 641 2945 alexey.loza@ru.ey.com Barry Munro Canada +1 403 206 5017 barry.g.munro@ca.ey.com Andy Brogan United Kingdom +44 20 7951 7009 abrogan@uk.ey.com Ernst Young Assurance | Tax | Transactions | Advisory About Ernst Young Ernst Young is a global leader in assurance, tax, transaction and advisory services. Worldwide, our 152,000 people are united by our shared values and an unwavering commitment to quality. We make a difference by helping our people, our clients and our wider communities achieve their potential. Ernst Young refers to the global organization of member firms of Ernst Young Global Limited, each of which is a separate legal entity. Ernst Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit www.ey.com. How Ernst Young’s Global Oil Gas Center can help your business The oil and gas industry is constantly changing. Increasingly uncertain energy policies, geopolitical complexities, cost management and climate change all present significant challenges. Ernst Young’s Global Oil Gas Center supports a global practice of over 9,000 oil and gas professionals with technical experience in providing assurance, tax, transaction and advisory services across the upstream, midstream, downstream and oilfield service sub-sectors. The Center works to anticipate market trends, execute the mobility of our global resources and articulate points of view on relevant key industry issues. With our deep industry focus, we can help your organization drive down costs and compete more effectively to achieve its potential. © 2012 EYGM Limited. All Rights Reserved. EYG no. DW0176 WR no. 1201-1322111 This publication contains information in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither EYGM Limited nor any other member of the global Ernst Young organization can accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor. ED None