8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2018 (April 30, 2018)

Andeavor

(Exact name of registrant as specified in its charter)

Delaware	1-3473	95-0862768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
19100 Ridgewood Pkwy San Antonio, Texas		78259-1828
(Address of principal executive offices)		(Zip Code)

(210) 626-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

On April 30, 2018, Andeavor (the “Company”) and Marathon Petroleum Corporation (“MPC”) issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of April 29, 2018, by and among the Company, MPC, Mahi Inc. (“Merger Sub 1”) and Mahi LLC (“Merger Sub 2”) and the Voting and Support Agreement, dated as of April 29, 2018, by and among the Company, MPC, Merger Sub 1, Merger Sub 2, Paul L. Foster and Franklin Mountain Investments, LP. In addition, MPC released an investor presentation regarding the merger.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference.

Forward Looking Statements

This communication contains forward-looking statements within the meaning of federal securities laws regarding Andeavor (“ANDV”). These forward-looking statements relate to, among other things, the proposed transaction between ANDV and Marathon Petroleum Corporation (“MPC”) and include expectations, estimates and projections concerning the business and operations, strategic initiatives and value creation plans of ANDV and Andeavor Logistics (“ANDX”). In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. You can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may”, “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies’ control and are difficult to predict. Factors that could cause ANDV’s actual results to differ materially from those implied in the forward-looking statements include: the ability to complete the proposed transaction between ANDV and MPC and on anticipated terms and timetable; the ability to obtain approval by the stockholders of ANDV and MPC related to the proposed transaction and the ability to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement; the ability to obtain governmental approvals of the proposed transaction on the proposed terms and schedule, and any conditions imposed on the combined entities in connection with consummation of the proposed transaction; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of ANDV; future levels of revenues, refining and marketing margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share; the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks; consumer demand for refined products; our ability to manage disruptions in credit markets or changes to our credit rating; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; the success or timing of completion of ongoing or anticipated capital or maintenance projects; the reliability of processing units and other equipment; business strategies, growth opportunities and expected investment; MPC’s share repurchase authorizations,

including the timing and amounts of any common stock repurchases; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan and to effect any share repurchases, including within the expected timeframe; the effect of restructuring or reorganization of business components; the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows; continued or further volatility in and/or degradation of general economic, market, industry or business conditions; compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the Renewable Fuel Standard, and/or enforcement actions initiated thereunder; the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation; the impact of adverse market conditions or other similar risks to those identified herein affecting MPLX LP and ANDX; and the factors set forth under the heading “Risk Factors” in ANDV’s Annual Report on Form 10-K for the year ended Dec. 31, 2017, filed with Securities and Exchange Commission (SEC). We have based our forward-looking statements on our current expectations, estimates and projections about our industry. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

No Offer or Solicitation

This communication relates to a proposed business combination between MPC and ANDV. This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final joint proxy statement/prospectus will be mailed to stockholders of ANDV. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from ANDV at its website, www.andeavor.com, or by contacting ANDV’s Investor Relations at (210) 626-4757.

Participants in the Solicitation Relating to the Merger

MPC and ANDV and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning ANDV’s participants is set forth in the proxy statement, filed March 15, 2018, for ANDV’s 2018 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Joint Press Release of Andeavor and Marathon Petroleum Corporation, dated as of April 30, 2018.
99.2	Investor Presentation of Marathon Petroleum Corporation, dated as of April 30, 2018.

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Joint Press Release of Andeavor and Marathon Petroleum Corporation, dated as of April 30, 2018.
99.2	Investor Presentation of Marathon Petroleum Corporation, dated as of April 30, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

ANDEAVOR
By:	/s/ Kim K.W. Rucker
	Name:	Kim K.W. Rucker
	Title:	Executive Vice President, General Counsel and Secretary

Date: April 30, 2018

EX-99.1

Exhibit 99.1

Marathon Petroleum Corp. and Andeavor Combination to Create Leading U.S. Refining,

Marketing, and Midstream Company

• Creates a leading nationwide integrated energy company with an initial enterprise value greater than $90 billion¹

• Substantially increases geographic diversification and scale positioning the company for long-term growth and value creation

• Immediately accretive to earnings and cash flow per share²

• Expect ³ $1 billion of tangible cost and operating synergies, driving substantial long-term earnings and cash flow per share accretion

• Continued commitment to MPC’s 2018 capital return plans; MPC’s board approved an incremental $5 billion of repurchase authorization

• Commitment to maintaining investment grade credit profile

FINDLAY, Ohio, and SAN ANTONIO, Texas – April 30, 2018 – Marathon Petroleum Corp. (NYSE: MPC) and Andeavor (NYSE: ANDV) today announced that they have entered into a definitive merger agreement under which MPC will acquire all of ANDV’s outstanding shares, representing a total equity value of $23.3 billion and total enterprise value of $35.6 billion, based on MPC’s April 27, 2018, closing price of $81.43. ANDV shareholders will have the option to choose 1.87 shares of MPC stock, or $152.27 in cash subject to a proration mechanism that will result in 15 percent of ANDV’s fully diluted shares receiving cash consideration. This represents a premium of 24.4 percent to ANDV’s closing price on April 27, 2018. MPC and ANDV shareholders will own approximately 66 percent and 34 percent of the combined company, respectively. The transaction was unanimously approved by the board of directors of both companies and is expected to close in the second half of 2018, subject to regulatory and other customary closing conditions, including approvals from both MPC and ANDV shareholders. The headquarters will be located in Findlay, Ohio, and the combined business will maintain an office in San Antonio, Texas.

“This transaction combines two strong, complementary companies to create a leading U.S. refining, marketing, and midstream company, building a platform that is well-positioned for long-term growth and shareholder value creation,” said Gary R. Heminger, MPC chairman and chief executive officer. “Each of our operating segments are strengthened through this transaction, as it geographically diversifies our refining portfolio into attractive markets, increases access to advantaged feedstocks, enhances our midstream footprint in the Permian basin, and creates a nationwide retail and marketing portfolio that will substantially improve efficiencies and enhance our ability to serve customers.

“Importantly, we expect this transaction will be meaningfully accretive for shareholders, generating approximately $1 billion of tangible annual run-rate synergies within the first three years and significantly enhancing our long-term cash flow generation profile,” said Heminger. “Given the confidence in the robust cash flow expected to be generated by the combined business, our board also authorized an incremental $5 billion of share repurchases. As a combined company, we will continue our balanced approach to investing in the business and returning cash to our investors, while maintaining our commitment to an investment-grade credit profile.”

¹  Based on closing share/unit price of MPC/MPLX and ANDV/ANDX on April 27, 2018

²  Based on 2019 consensus

At closing, Greg Goff, ANDV chairman and chief executive officer, will join MPC as executive vice chairman. As executive vice chairman and an executive of MPC following closing, Goff will provide leadership and be integrally involved in the strategy for the combined company. Goff, along with three other Andeavor directors, will also join the board of directors of Marathon Petroleum. “With significantly increased scale, a strong platform for our midstream businesses and a leading nationwide retail and marketing distribution portfolio, the combined company presents tremendous value enhancement and growth opportunities for all shareholders,” said Goff. “This strategic combination provides our shareholders with a premium for their shares and the opportunity to benefit from substantial future value creation at MPC. As the largest refiner by capacity in the U.S., with a best-in-class operating capability and a strong capital structure, the combined company will be exceptionally well-positioned to deliver on its synergy and earnings targets. We look forward to working together to deliver on the full potential of this powerful combination.”

Heminger and Goff added that MPC and ANDV are not only complementary from operational and financial standpoints, but also share similar core values. They said that both MPC and ANDV have been committed to safety, environmental stewardship, and community involvement. Together, the alignment on these values will enable the combined company to remain an excellent corporate citizen wherever it has the privilege to operate, they added.

Merits of the Transaction:

• Significant shareholder value creation from tangible, identified cost and operating synergies: MPC expects to fully realize ³$1 billion in annual run-rate cost and operating synergies within the first three years, in addition to the expected synergies from ANDV’s Western Refining transaction. The company plans to maintain its current capital allocation strategies, including continued dividend growth, and believes that incremental cash generated by the transaction will exceed $5 billion over the first five years.

• Refining: Geographically diversifies the portfolio into attractive markets and increases access to advantaged feedstocks: Andeavor’s refineries in California, the Mid-Continent and the Pacific Northwest complement MPC’s existing Gulf Coast and Midwest refining footprint. The combined company will be the No. 1 U.S. refiner by capacity and a top-five refiner globally, with throughput capacity of over 3 million barrels per day. The combination also enhances crude oil integration from wellhead to refinery supply across the integrated system.

• Marketing: Creates a nationwide portfolio, which significantly improves efficiencies and enhances the ability to serve customers: The company combines MPC’s strength east of the Mississippi with ANDV’s strong presence in the Western U.S. Combining the two businesses unlocks substantial efficiencies and creates a national retail and marketing platform, including a nationwide loyalty program that supports increased customer engagement and substantial revenue enhancement and cost saving opportunities.

• Midstream: Expands the business’ growth platform and particularly enhances footprint in the attractive Permian basin: Building on MPC’s strong footprint in the Marcellus, the combined company’s expanded presence in the Permian and Bakken regions significantly increases MPC’s midstream growth opportunities. MPC’s midstream business will include two high-quality master limited partnerships (MLPs) – MPLX LP (NYSE: MPLX) and Andeavor Logistics (NYSE: ANDX). Upon close of the transaction, MPC will own the general partner and be the largest unitholder in each of the separate MLPs.

Transaction Terms

Under the terms of the agreement, ANDV shareholders will have the option to elect 1.87 shares of MPC stock or $152.27 in cash per share subject to a proration mechanism that will result in 15 percent of ANDV’s fully diluted shares receiving cash consideration. The stock portion of the consideration received by Andeavor’s shareholders is expected to be tax-free.

Approvals and Timing

The transaction has been unanimously approved by the boards of directors of both companies. The transaction is expected to close in the second half of 2018 and is subject to customary closing conditions, including approval by ANDV shareholders of the merger, and approval by MPC shareholders of the new MPC shares issued in the transaction. It is also subject to approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR), and the receipt of other required regulatory approvals.

Investor Presentation, Conference Call, Webcast

The companies will issue an investor presentation today, providing additional detail on the announcement. The presentation will be available on both companies’ websites; on MPC’s website at http://www.marathonpetroleum.com by clicking on the “Events and Presentations” link in the “Investor Center” tab; on ANDV’s website at http://www.andeavor.com by clicking on the “Events and Presentations” link in the “Investor” tab.

MPC and Andeavor will hold a conference call and webcast at 8:30 a.m. EDT today to discuss the transaction. Interested parties may listen to the conference call by dialing (888) 989-4720 (confirmation number 4852094) or by visiting MPC’s website at http://www.marathonpetroleum.com and clicking on the “Marathon Petroleum Corp. and Andeavor Strategic Combination” link. Replays of the conference call will be available on both companies’ websites through Tuesday, May 15.

MPC First-Quarter 2018 Earnings Announcement

MPC plans to issue its first quarter 2018 financial results today following this announcement. Management will be available to answer questions about the earnings release at the end of today’s conference call. MPC’s previously announced first-quarter 2018 earnings conference call and webcast, which had been scheduled for Tuesday, May 1, at 9 a.m. EDT, has been cancelled.

MPLX will host a conference call and webcast today at 11 a.m. EDT in lieu of the previously scheduled call for Tuesday, May 1 to discuss 2018 first-quarter financial results, which will be released prior to the call, and to provide an update on partnership operations.

Advisors

Barclays acted as financial advisor and Jones Day acted as legal advisor to MPC in connection with the transaction. Goldman, Sachs & Co. LLC acted as exclusive financial advisor and Sullivan & Cromwell LLP acted as legal advisor to Andeavor in connection with the transaction.

About Marathon Petroleum Corp.

MPC is the nation’s second-largest refiner, with a crude oil refining capacity of approximately 1.9 million barrels per calendar day in its six-refinery system. Marathon brand gasoline is sold through approximately 5,600 independently owned retail outlets across 20 states and the District of Columbia. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation’s second-largest convenience store chain, with approximately 2,740 convenience stores in 21 states. MPC owns, leases or has ownership interests in approximately 10,800 miles of crude oil and light product pipelines. Through subsidiaries, MPC owns the general partner of MPLX LP, a midstream master limited partnership. Through MPLX, MPC has ownership interests in gathering and processing facilities with approximately 5.9 billion cubic feet per day of gathering capacity, 8.4 billion cubic feet per day of natural gas processing capacity and 610,000 barrels per day of fractionation capacity. MPC’s fully integrated system provides operational flexibility to move crude oil, NGLs, feedstocks and petroleum-related products efficiently through the company’s distribution network and midstream service businesses in the Midwest, Northeast, East Coast, Southeast and Gulf Coast regions.

About Andeavor

Andeavor is a premier, highly integrated marketing, logistics and refining company. Andeavor’s retail-marketing system includes more than 3,200 stores marketed under multiple well-known fuel brands, including ARCO^®, SUPERAMERICA^®, Shell^®, Exxon^®, Mobil^®, Tesoro^®, USA Gasoline(TM) and Giant^®. It also has ownership in Andeavor Logistics LP and its non-economic general partner. Andeavor operates 10 refineries with a combined capacity of approximately 1.2 million barrels per day in the mid-continent and western United States.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (“MPC“) and Andeavor (“ANDV”). These forward-looking statements relate to, among other things, the proposed transaction between MPC and ANDV and include expectations, estimates and projections concerning the business and operations, strategic initiatives and value creation plans of MPC, MPLX LP (“MPLX”), ANDV and Andeavor Logistics (“ANDX”). In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. You can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may”, “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies’ control and are difficult to predict. Factors that could cause MPC’s or ANDV’s actual results to differ materially from those implied in the forward-looking statements include: the ability to complete the proposed transaction between MPC and ANDV on anticipated terms and timetable; the ability to obtain approval by the shareholders of ANDV and MPC related to the proposed transaction and the ability to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement; the ability to obtain governmental approvals of the proposed transaction on the proposed terms and schedule, and any conditions imposed

on the combined entities in connection with consummation of the proposed transaction; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of ANDV; future levels of revenues, refining and marketing margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share; the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks; consumer demand for refined products; our ability to manage disruptions in credit markets or changes to our credit rating; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; the success or timing of completion of ongoing or anticipated capital or maintenance projects; the reliability of processing units and other equipment; business strategies, growth opportunities and expected investment; MPC’s share repurchase authorizations, including the timing and amounts of any common stock repurchases; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan and to effect any share repurchases, including within the expected timeframe; the effect of restructuring or reorganization of business components; the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows; continued or further volatility in and/or degradation of general economic, market, industry or business conditions; compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the Renewable Fuel Standard, and/or enforcement actions initiated thereunder; the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation; the impact of adverse market conditions or other similar risks to those identified herein affecting MPLX and ANDX; and the factors set forth under the heading “Risk Factors” in MPC’s and ANDV’s respective Annual Reports on Form 10-K for the year ended Dec. 31, 2017, filed with Securities and Exchange Commission (SEC). We have based our forward-looking statements on our current expectations, estimates and projections about our industry. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our respective management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final joint proxy statement/prospectus will be mailed to stockholders of Marathon Petroleum Corporation (“MPC”) and Andeavor (“ANDV”). Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from MPC at its website, www.marathonpetroleum.com, or by contacting MPC’s Investor Relations at (419) 421-2414, or from ANDV at its website, www.andeavor.com, or by contacting ANDV’s Investor Relations at (210) 626-4757.

Participants in Solicitation

MPC and ANDV and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning MPC’s participants is set forth in the proxy statement, filed March 15, 2018, for MPC’s 2018 annual meeting of stockholders as filed with the SEC on Schedule 14A. Information concerning ANDV’s participants is set forth in the proxy statement, filed March 15, 2018, for ANDV’s 2018 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

MPC Contacts

Investor Relations Contact:

Kristina Kazarian (419) 421-2071

Media Contact:

Chuck Rice (419) 421-2521

ANDV Contacts

Investor Relations Contact:

Brad Troutman (210) 626-4757

Media Contact:

media@andeavor.com, (210) 626-7702

EX-99.2

Exhibit 99.2

Marathon Petroleum and Andeavor Strategic Combination April 30, 2018

Forward Looking Statements This presentation contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (“MPC“) and Andeavor (“ANDV”). These forward-looking statements relate to, among other things, the proposed transaction between MPC and ANDV and include expectations, estimates and projections concerning the business and operations, strategic initiatives and value creation plans of MPC, MPLX LP (“MPLX”), ANDV and Andeavor Logistics (“ANDX”). In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. You can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “imply,” “intend,” “may”, “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies’ control and are difficult to predict. Factors that could cause MPC’s or ANDV’s actual results to differ materially from those implied in the forward-looking statements include: the ability to complete the proposed transaction between MPC and ANDV on anticipated terms and timetable; the ability to obtain approval by the stockholders of ANDV and MPC related to the proposed transaction and the ability to satisfy various other conditions to the closing of the transaction contemplated by the merger agreement; the ability to obtain governmental approvals of the proposed transaction on the proposed terms and schedule, and any conditions imposed on the combined entities in connection with consummation of the proposed transaction; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of ANDV; future levels of revenues, refining and marketing margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share; the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks; consumer demand for refined products; our ability to manage disruptions in credit markets or changes to our credit rating; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; the success or timing of completion of ongoing or anticipated capital or maintenance projects; the reliability of processing units and other equipment; business strategies, growth opportunities and expected investment; MPC’s share repurchase authorizations, including the timing and amounts of any common stock repurchases; the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan and to effect any share repurchases, including within the expected timeframe; the effect of restructuring or reorganization of business components; the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows; continued or further volatility in and/or degradation of general economic, market, industry or business conditions; compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the Renewable Fuel Standard, and/or enforcement actions initiated thereunder; the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation; the impact of adverse market conditions or other similar risks to those identified herein affecting MPLX and ANDX; and the factors set forth under the heading “Risk Factors” in MPC’s and ANDV’s respective Annual Reports on Form 10-K for the year ended Dec. 31, 2017, filed with Securities and Exchange Commission (SEC). We have based our forward-looking statements on our current expectations, estimates and projections about our industry. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our respective management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

Additional Information Additional Information and Where to Find It In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final joint proxy statement/prospectus will be mailed to stockholders of Marathon Petroleum Corporation (“MPC”) and Andeavor (“ANDV”). Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from MPC at its website, www.marathonpetroleum.com, or by contacting MPC’s Investor Relations at (419) 421-2414, or from ANDV at its website, www.andeavor.com, or by contacting ANDV’s Investor Relations at (210) 626-4757. Participants in Solicitation MPC and ANDV and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning MPC’s participants is set forth in the proxy statement, filed March 15, 2018, for MPC’s 2018 annual meeting of stockholders as filed with the SEC on Schedule 14A. Information concerning ANDV’s participants is set forth in the proxy statement, filed March 15, 2018, for ANDV’s 2018 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the proposed transaction will be included in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Combination Creates a Leading Energy Company Aligned Strategy, Focus, and Culture Large scale, geographically diversified and highly integrated refining, marketing, and midstream company with an initial enterprise value >$90 billion1 High-quality, Feedstock- Two strong nationwide retail and advantaged refining customer-focused marketing business portfolio in the most MLPs, well-(~4,000 company attractive regions positioned for owned/operated, with over 3 MMBPD growth in key ~7,800 branded of capacity regions of the U.S. locations) Strong culture of safety and environmental stewardship, commitment to people and supporting communities Immediately EPS and $1.0 billion Significant incremental long-term CFPS accretive2 of expected synergies cash flow generation “Must own” refining, marketing, and midstream company 1 2 4 Calculation based on April 27, 2018 closing market values Based on consensus estimates

Complementary Footprints Spanning the U.S. Strong Presence Across Key Supply and Demand Centers ANDV MPC Biodiesel Facility Renewable Fuels Ethanol Facility MPC Refinery Asphalt/Heavy Oil Terminal MPC-Owned Third Party Light Product Terminals MPC-Owned and Part-Owned Third Party Coastal Water Supplied Terminals Inland Pipelines MPC Owned and Operated MPC Interest: Operated by MPLX MPC Interest: Operated by Others Pipelines Used by MPC MPLX Owned and Operated MPLX Interest Pipelines: Operated by Others Barge Dock Butane Cavern Natural Gas Processing Source: Company filings Marketing/Retail Presence MPLX Owned and Part-Owned Terminals MPLX Terminals Trucking Rail Facility ANDV Refinery Terminal Marine Terminal Pipelines Marketing/Retail Presence Natural Gas Processing

Transaction Highlights Consideration & Premium Synergies / Cash Generation Governance / Management Timing / Closing Considerations Sponsored MLPs MPC to acquire all outstanding ANDV shares using a mix of stock and cash Represents an equity value of $23.3B and an enterprise value of $35.6B, assuming MPC April 27, 2018 closing price of $81.43 ANDV shareholders have the option to elect 1.87 MPC shares or $152.27 in cash for each ANDV share subject to a proration mechanism that will result in 15% of ANDV’s fully diluted shares receiving cash consideration Represents a 24.4% premium to ANDV’s closing price on April 27, 2018 MPC and ANDV shareholders will own ~66% and ~34%, respectively, of the combined entity $1 billion of expected annual run-rate synergies, in addition to expected synergies from the Western Refining transaction Incremental cash generated by pro forma entity is expected to be in excess of $5 billion over the next five years Chairman and Chief Executive Officer – Gary Heminger Executive Vice Chairman – Greg Goff MPC board to include Greg Goff and 3 other members from the current ANDV board Headquarters in Findlay, Ohio; Combined business will maintain San Antonio office Expect to close in the second half of 2018 Subject to customary closing conditions, including regulatory approval and shareholder approvals at both companies At close, MPC will own GPs of MPLX and ANDX, and the majority of LP units of both partnerships MPLX and ANDX will remain separate MLPs Will evaluate long-term structure at the appropriate time following the closing of this transaction

Financial Highlights Opportunity For Significant Shareholder Value Creation Accretion and Cash Generation Immediately accretive to earnings and cash flow per share1 >$5 billion of incremental cash flow supports 15% long-term cash flow accretion per share Financial Discipline Commitment to investment grade credit profile Balanced approach to investment // in business and return of capital Growth and Value Creation Substantially enhanced growth platform across all segments, with continued capital investments to drive long-term growth $1 billion of expected synergies Cash Flow Multiples 7.3x 2019 4.2x 6.6x 2020 with synergies2 with synergies2 Capital Return Expect continued strong, through-cycle dividend growth in pro 10% forma MPC of Expect to complete 2018 share repurchases Authorized $5 billion incremental share repurchase program

Compelling Value for All Shareholders Further optimization of crude supply Nationwide retail and marketing platform Diversifies by adding refining footprint in PADDs 4 and 5, and midstream assets in attractive Permian and Bakken regions Substantial increase in scale and geographic diversity – combined EV of >$90 billion1 and refining capacity of >3 MMBPD Capital return further enhanced with additional cash flow generation Substantial value uplift from $1 billion of expected synergies, in addition to expected Western Refining synergies Complementary growth platforms for both midstream and retail businesses Well-positioned for potentially significant benefits from IMO Delivers meaningful upfront premium of 24% to April 27, 2018 close Effective +24% projected dividend increase 2 and strong go-forward growth profile Diversifies by adding refining footprint in PADDs 2 and 3, and midstream assets in attractive Marcellus/Utica and SCOOP/STACK regions Incremental cash generation in excess of $5 B expected over first five years 1 Based on closing share/unit price of MPC/MPLX/ANDV/ANDX on April 27, 2018. 2 Represents effective dividend per ANDV share in the aggregate, assuming current annualized MPC dividend of $0.46/share/quarter

Committed to Delivering Substantial Synergies Well-Defined, Achievable, Highly Accretive Clearly identified and developed plan to achieve $1 billion of expected synergies By Function ($ millions) $195 $1,000 $150 $95 $55 $210 $295 Refining & Retail Logistics Supply & Procurement Corporate Total Marketing Trading By Impact Area ($ millions) $1,000 $950 $710 $480 Year 1 Year 2 Year 3 Run-Rate Cost Elimination Procurement Owned/Operated Retail Integrated System Optimization Refining Operations

Synergy Delivery Plan Expected Synergies of at Least $1 Billion Already Identified Expected Synergy Impact Area Business Context (millions) Cost Elimination ~$255 Clearly identified cost efficiencies – allows for rapid achievement Over $10 billion of combined purchases per year Procurement ~$150 1-2% improvement leads to $100-$200 million of savings Delivered > $200 million of synergies with Hess Retail acquisition Owned/Operated ~$210 Comparable number of stores (1,100) across three platforms (multi-site operators, Retail Southwest retail, SuperAmerica) provides even greater opportunity Improved purchasing of over 1 billion barrels/year of crude oil and other feedstocks (every $0.01/bbl improvement is ~$10 million of earnings) Integrated System ~$165 Value chain optimization (1/10 cent per gallon uplift is ~$50 million) Optimization Permian and Bakken crude optimization Maximize throughput on owned and leased systems / assets Processing optimization through reciprocal application of refining expertise Refining ~$220 Capital and maintenance efficiency improvements: Operations Major capital projects Turnaround work Routine maintenance Total $1,000

MPC and Andeavor Strategic Evolutions Track Record of Integrating Businesses and Driving Shareholder Value $80 $60 $40 $20 $0 $125 $100 $75 $50 $25 $0 Acquired Galveston Bay Refinery and integrated Midstream and Acquired former Hess Marketing assets retail assets Formed MLP Acquired MarkWest MPC completes Energy Partners Strategic Actions ‘11 2012 2013 2014 2015 2016 2017 ‘18 Acquired Acquisition of Carson Western Refinery, ARCO, and Refining ampm master franchise license Acquired MLP Merger Great Northern (TLLP / WNRL) Formed MLP Midstream LLC Acquired (Williston Basin Dickinson, ND Acquired logistics assets) Refinery and Becomes QEP Midstream associated Andeavor and Field Services logistics assets (later merged with TLLP) ‘11 2012 2013 2014 2015 2016 2017 ‘18

MPC Track Record of Executing and Integrating Large Transactions Galveston Bay Achievements (Since Acquisition) Improved Environmental & Advanced Operational Excellence Lowered Operating Costs Safety Performance 33 monthly process-unit rate records in Reduced total cash operating expenses 80% reduction in environmental incidents 2017 alone over 20% Average yearly process safety incidents Unplanned downtime cut by 50% Reduced fixed operating, turnaround and reduced by 50% routine maintenance costs Speedway Successful Hess Retail Integration Increased footprint by 13 states and more than 1,200 stores in ~80% of acquired stores upgraded under remodel plan 2014 Exceeded synergy guidance every year since acquisition in 2014; Planned investments for system-wide remodels achieved under $210 million realized by 2017 vs. guidance of $190 million at budget, with higher returns, and ahead of schedule announcement MPLX’s Strategic Transformation (over past 5 years) Expansion into midstream natural gas business with MarkWest Completed dropdowns projected to generate ~$1.4 billion in merger in 2015 annual EBITDA Largest processor and fractionator in the Marcellus/Utica with a Exchanged GP economic interests, including IDRs, for LP units growing presence in Permian and STACK

Diversified Large-Scale U.S. Refining Portfolio Sixteen Refineries with Over 3 Million BPD of Throughput Capacity Diversification across attractive PADDs Incremental access to advantaged feedstock supply Scale to deliver best-in-class operating capability Opportunity to capture substantial system synergies Well-positioned to expand market presence Pro Forma Refining Locations PADD IV PADD V PADD II PADD I PADD III MPC Refinery ANDV Refinery U.S. Refining Capacity1 (MBPD) 3,038 PADD 5 2,625 PADD 4 PADD 3 PADD 2 1,881 PADD 1 1,867 1,726 1,157 919 890 Pro Forma Valero MPC Phillips 66 ExxonMobil Andeavor Chevron Shell MPC Source: Company filings 1 Crude capacity; excludes refining capacity outside the U.S. 13

Geographic Diversification Increases Exposure to Attractive Margins Andeavor’s California, Pacific Annual Refining Margins by Region ($/BBL) $30 Northwest, and Mid-Con refineries add geographic $25 diversity to MPC’s existing refining earnings $20 Attractive West Coast market $15 dynamics $10 $5 2011 2012 2013 2014 2015 2016 2017 Midwest Gulf Coast West Coast Source: Bloomberg; US Midwest WTI 3-2-1 (87 Regular), US Gulf Coast LLS 3-2-1 (87 Regular), US West Coast ANS 3-2-1 (LA 85.5 CARBOB)

Well-Positioned for IMO Pro forma MPC is positioned to benefit from the Coking + Hydrocracking Capacity (MBPD) adoption of the International Maritime Organization’s (IMO) low-sulfur-fuels 800 requirements, scheduled to take effect in 2020 700 Further investments to upgrade residual fuel oil 600 Hydrocracking to higher valued distillates include: 500 Coking Garyville diesel maximization – completed 1Q18 400 STAR Program – phased completion 2016-2022 est. 300 Garyville existing coker expansion completion 2020 est. 200 100 Incremental investments are estimated to contribute 30 MBPD of resid destruction and 70 0 MBPD of distillate production PF MPC VLO MPC PSX ANDV HFC Source: Oil and Gas Journal 2018; includes distillate, gas oil, and resid hydrocracking

Two High-Quality MLPs Pro forma MPC will be the General Partner (GP) and own the majority of Limited Partner (LP) units in two high-quality MLPs MPLX and ANDX remain separate MLPs Both partnerships are well-positioned: Diversified portfolio of strategic assets in premier locations Visible organic growth opportunities IDR burden for both partnerships has been eliminated Current focus is the successful closing of the ANDV acquisition; the GP will evaluate structural considerations post-closing Note: Market data as of 4/27/2018. Balance sheet data as of 12/31/17. NCI represents market value. MPLX pro forma for Refining Logistics and Fuels Distribution acquisition, GP/IDR restructuring and February 2018 notes offering. 2018E EBITDA and leverage estimates reflect FactSet means. 2018E DCF Coverage estimate reflects Wall Street research. 100% GP Interest + 100% GP Interest + 59% LP Interest 61% LP Interest ANDX MPLX1 $10.6 B Market Cap $28.3 B Segment Contribution $48.82 Unit Price (4/27) $34.34 Segment Contribution to EBITDA2 to EBITDA2 2% $1.2 B 2018E EBITDA $3.3 B $4.1 B Debt $11.9 B 41% 42% $15.3 B EV $39.9 B 57% 58% 3.3x 2018E Leverage 3.6x 1.1x 2018E Coverage 1.2x Terminalling & Transportation Logistics & Storage $4.06 Current Dist/Unit3 $2.47 Wholesale Gathering & Processing Gathering & Processing 1 Includes preferred on an as-converted basis 2 Source: FactSet 3 Last quarter distribution annualized. MPLX: $0.6175 x 4 = $2.47; ANDX: $1.015 x 4 = $4.06

Significant Midstream Opportunities Diversified customer offering across key energy producing regions Pipelines: ~50% increase in pipeline mileage to >15,000 miles Terminals: ~30% increase to ~130 terminals Processing capacity: ~20% increase to >10 BCFD Expanded Permian footprint increases growth opportunities Integrates Bakken crude sourcing into additional natural refining demand ANDV MPC ANDV Refinery Marine Terminal MPC Refinery Pipelines Terminal Pipelines MPLX Owned and Operated MPC/MPLX Terminals: MPLX Interest: Operated by MPLX Trucking Natural Gas Processing Owned and Part-Owned Rail Facility Butane Cavern MPLX Interest: Operated by Others Gathering Natural Gas Processing Barge Dock

Significant Retail and Marketing Opportunities Multiple Growth Platforms with a Strong Footprint in Attractive Regions Retail Marketing Speedway platform for company owned/operated Strong, recognized regional brands provide stores nationwide coverage to consumers Opportunity to expand industry leading retail Expanded geographic footprint creates position nationwide additional opportunities to better serve customers Leverage Speedway’s purchasing, distribution, and fully-integrated home-office, back-office, and point-of-sale platforms Opportunity to expand Speedway’s leading convenience retail loyalty program nationwide

Pro Forma Capital Structure Increased size, scale and diversity supports >$5 billion incremental cash flow expected in first five years commitment to investment grade credit profile Implicit leverage reduction via earnings growth even Equity-weighted acquisition funding mix (85/15) and prior to synergy achievement consolidated earnings profile provides significant MPC expects to complete 2018 share repurchases financial flexibility Incremental $5 billion share repurchase authorization Committed to maintaining significant core liquidity; provides for additional capital return flexibility will target ~$8.5 billion Parent Debt / EBITDA1 1.9x 1.8x 1.5x 1.5x 1.6x 1.2x 0.9x ‘18 ‘19 2 ‘18 ‘18 ‘18 ‘18 ‘18 PF MPC MPC ANDV PSX VLO HFC Ratings: TBD BBB/Baa2 BBB-/Baa3 BBB+/A3 BBB/Baa2 BBB-/Baa3 Note: Projections reflect FactSet consensus and sell-side research estimates. PF MPC adjusted for transaction-related items. Turn-around costs are expensed for both companies. 1 Parent excludes MLP’s debt and EBITDA 2 Pro forma leverage reflects 85% stock / 15% cash consideration and excludes one-time costs to achieve synergies. Consolidated Debt / EBITDA 2.7x 2.4x 2.6x 2.7x 1.7x 1.6x 1.4x ‘18 ‘19 2 ‘18 ‘18 ‘18 ‘18 ‘18 PF MPC MPC ANDV PSX HFC VLO Ratings: TBD BBB/Baa2 BBB-/Baa3 BBB+/A3 BBB-/Baa3 BBB/Baa2

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

marathon

Appendix

MPC and ANDV Mexico Opportunities Desirable Supply Position Into Mexico with Direct Supply from the East and West MPC Bulk supplier via waterborne cargoes from Garyville and Galveston Bay Rail supply potential from Houston area Andeavor Winner of PEMEX open season in NW Mexico – physical shipper on logistics assets Delivery into Mexico and distribution to local jobbers Provides enhanced direct Mexico market insights Pro Forma Evaluate long-term trends and participate in industry build-out System optimization opportunities MPC Refinery ANDV Refinery Current ANDV Operations Projected ANDV Growth Regions Rail Facility

Pro Forma MPC Permian – Expanded Opportunities Accelerates MPC’s entry into Permian with attractive assets Andeavor crude oil gathering and marketing aligns naturally with MPC’s crude needs at Galveston Bay Allows for full crude oil integration –wellhead gathering to refinery supply Other enhanced growth opportunities: – Long-haul pipeline opportunities – Potential to build out MPLX Texas City tank farm and dock facility for crude exports To Cushing/Ozark (MPC Midwest refining) Galveston Bay MPC Refinery ANDV Refinery Increase ANDX Pipeline Exports via MPLX ANDV Pipeline Gray Oak Pipeline Third-Party Pipeline Receipt Point/Station MPC or MPLX pipeline equity (potential) MPLX G&P Complex

Integrates Bakken Crude System with MPC Refining Demand Minot Robinson Lake DAPL & Enbridge Gathering & Processing Connections DAPL DAPL to MPC Connection Midwest Refineries (via Patoka, IL) To Guernsey, WY Belfield Gathering & Processing Dickinson Refinery Fryburg Rail Terminal To Mandan Refinery Crude gathering and marketing aligns with MPC demand in Midwest Gain ability to aggregate DAPL supply on gathering and related assets ANDV Refinery ANDX Gas Processing ANDX Crude Oil Pipelines ANDX Gas Pipelines ANDX Crude, Gas & Water Pipelines ANDV Pipeline ANDX Bakken Storage Hub ANDV Refinery ANDX Gas Processing ANDX Crude Oil Pipelines ANDX Gas Pipelines ANDX Crude, Gas & Water Pipelines ANDV Pipeline ANDX Bakken Storage Hub