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): October 1, 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.  ☐

Introductory Note

On October 1, 2018, Marathon Petroleum Corporation, a Delaware corporation (“MPC”) completed its acquisition of Andeavor, a Delaware corporation (“Andeavor” or the “Company”) pursuant to the terms of the Agreement and Plan of Merger, dated as of April 29, 2018 (the “Original Merger Agreement”) and amended by an Amendment to Agreement of Plan of Merger (“Amendment No. 1”), dated July 3, 2018, and a Second Amendment to Agreement and Plan of Merger (“Amendment No. 2”), dated September 18, 2018 (as amended, the “Merger Agreement”), by and among MPC, Andeavor, Mahi Inc., a Delaware corporation and wholly owned subsidiary of MPC (“Merger Sub 1”), and Mahi LLC (n/k/a Andeavor LLC), a Delaware limited liability company and wholly owned subsidiary of MPC (“Merger Sub 2”). Merger Sub 1 merged with and into Andeavor, with Andeavor surviving such merger as a wholly owned subsidiary of MPC (the “First Merger”). Immediately after the consummation of the First Merger, Andeavor merged with and into Merger Sub 2 with Merger Sub 2 surviving the Second Merger (the “Surviving Company”) as a wholly owned subsidiary of MPC (the “Second Merger” and together with the First Merger, the “Merger”).

As previously disclosed, under the terms of the Merger Agreement, subject to the proration, allocation and other limitations set forth in the Merger Agreement and the election materials separately provided to the applicable stockholders, stockholders of Andeavor had the option to elect to receive, for each share of Andeavor common stock held by them of record as of immediately prior to the effective time of the First Merger (the “Effective Time”) (except for excluded shares as more particularly set forth in the Merger Agreement):

• 1.87 shares of MPC common stock, with cash in lieu of any fractional share of MPC common stock (the “Stock Consideration”); or

• $152.27 in cash (the “Cash Consideration”).

Based on the preliminary prorationing, MPC will pay approximately $3.5 billion in cash and issue 240 million shares of MPC common stock to former holders of Andeavor in connection with the Merger. The final prorationing and the final calculation of the number of shares of MPC common stock issued and the final cash consideration paid in connection with the Merger will be made post-closing after the expiration of the notice of guaranteed delivery period applicable to the cash/stock election.

The issuance of shares of MPC common stock in connection with the Merger was registered under the Securities Act of 1933 (“Securities Act”) pursuant to MPC’s registration statement on Form S-4 (Registration No. 333-225244) declared effective by the Securities and Exchange Commission (the “SEC”) on August 3, 2018. The joint proxy statement/prospectus (the “Joint Proxy Statement / Prospectus”) included in the registration statement contains additional information about the Merger, and incorporates by reference additional information about the Merger from Current Reports on Form 8-K filed by Andeavor and MPC.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, including Amendment No. 1, which was filed as Annex A to the Joint Proxy Statement/Prospectus, and Amendment No. 2, which was filed as Exhibit 2.1 to Andeavor’s Current Report on Form 8-K filed on September 18, 2018. The Merger Agreement is hereby incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the completion of the Merger, on October 1, 2018, the Company repaid all amounts outstanding under the Credit Agreement, dated as of September 30, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. Also on October 1, 2018, the Company terminated all commitments under the Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, the Company notified the New York Stock Exchange (“NYSE”) that each outstanding share of the Company’s common stock was converted into the right to receive either the Cash Consideration or the Stock Consideration. Upon the Company’s request, NYSE filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Company’s common stock. The Company’s common stock ceased being traded prior to the opening of the market on October 1, 2018, and will no longer be listed on NYSE. In addition, the Surviving Company intends to file with the SEC a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, each share of common stock of Andeavor was automatically canceled and converted into the right to receive the merger consideration. In addition, as a result of the Merger, at the Effective Time:

• each outstanding option award to purchase shares of Andeavor common stock (“Company Option”) was automatically converted into an option award to acquire a number of shares of MPC common stock (rounded down to the nearest whole number) equal to the number of shares of Andeavor common stock subject to the Company Option immediately prior to the Effective Time multiplied by 1.87, at an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of Andeavor common stock of such Company Option immediately prior to the Effective Time divided by 1.87;

• each outstanding restricted stock unit award or phantom stock award in respect of shares of Andeavor common stock with only time-based vesting requirements, except for awards held by non-employee directors of the Company (“Company RSU”), was automatically converted into a restricted stock unit award denominated in shares of MPC common stock relating to the number of shares of MPC common stock (rounded down to the nearest whole number) equal to the number of shares of Andeavor common stock subject to such Company RSU immediately prior to the Effective Time multiplied by 1.87;

• each outstanding restricted stock unit award or phantom stock award in respect of shares of Andeavor common stock with only time-based vesting requirements that was held by a non-employee director of the Company (“Company Director RSU”) was automatically accelerated and only entitled the holder of such Company Director RSU to receive (without interest) an amount in cash equal to the number of shares of Andeavor common stock subject to such Company Director RSU immediately prior to the Effective Time multiplied by the Cash Consideration, subject to certain exceptions set out in the Merger Agreement;

• each outstanding performance share award in respect of shares of Andeavor common stock with any performance-based vesting requirements (“Company PSA”) was automatically converted into a time-based restricted stock unit denominated in shares of MPC common stock relating to the number of shares of MPC common stock (rounded down to the nearest whole number) equal to the number of shares of Andeavor common stock that would have been issued under such Company PSA assuming the greater of the achievement of (i) target performance or (ii) actual performance measured as of the Effective Time, multiplied by 1.87;

• each outstanding market stock unit award in respect of shares of Andeavor common stock (“Company MSU”) was automatically converted into a time-based restricted stock unit award denominated in shares of MPC common stock relating to the number of MPC common stock (rounded down to the nearest whole number) equal to the number of shares of Andeavor common stock that would have been issued under such Company MSU assuming the greater of the achievement of (i) target performance or (ii) actual performance measured as of the Effective Time, multiplied by 1.87;

• each outstanding share of Andeavor common stock award subject to vesting, repurchase or other lapse of restrictions pursuant to an award (“Company Restricted Share”) was automatically converted into a number of restricted shares of MPC common stock (rounded down to the nearest whole number) equal to the number of Company Restricted Shares held by the holder of such award, multiplied by 1.87; and

• each outstanding right of any kind, contingent or accrued, to acquire or receive shares of Andeavor common stock or benefits measured by the value of such shares, and each award of any kind consisting of shares of Andeavor common stock that may be held, awarded, outstanding, payable or reserved for issuance under any Company Benefit Plans (as defined in the Merger Agreement), other than Company Options, Company RSUs, Company Director RSUs, Company PSAs, Company MSUs, and Company Restricted Shares (“Company Other Awards”), in each case, was automatically converted into the right to acquire or receive benefits measured by the value of (as the case may be) the number of shares of MPC common stock (rounded down to the nearest whole number) equal to the number of shares of Andeavor common stock subject to such Company Other Award immediately prior to the Effective Time multiplied by 1.87.

At the Effective Time, each holder of a certificate formerly representing shares of Andeavor common stock or of non-certificated book-entry shares of Andeavor common stock ceased to have any rights with respect to such shares, except for the right to receive the merger consideration without interest upon surrender thereof.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, Gregory J. Goff, Rodney F. Chase, Paul L. Foster, Edward G. Galante, David Lilley, Mary Pat McCarthy, J.W. Nokes, William H. Schumann, III, Jeff A. Stevens, Susan Tomasky, Michael E. Wiley and Patrick Y. Yang, such members comprising all of the directors of the Company prior to the Effective Time, resigned as directors of the Company effective as of the Effective Time. None of these resignations were a result of any disagreement with Andeavor, its management or its board of directors. Gary R. Heminger, Donald C. Templin and Timothy T. Griffith became the directors of the Company effective as of the Effective Time.

In connection with and at the completion of the Second Merger, each of the Company’s directors, principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer and all other named executive officers ceased his or her respective service as a director or officer of the Company. Concurrently therewith, the sole member of the Surviving Company appointed Donald C. Templin as President (principal executive and operating officer), Timothy T. Griffith as Vice President (principal financial officer) and John J. Quaid as Vice President and Controller (principal accounting officer) of the Surviving Company.

Mr. Templin, 55, was appointed MPC’s president of refining, marketing and supply effective October 1, 2018. Prior to this appointment, Mr. Templin was appointed president of MPC effective July 1, 2017. Prior to this appointment, Mr. Templin served as MPC’s executive vice president beginning January 1, 2016, executive vice president, Supply, Transportation and Marketing beginning March 3, 2015 and senior vice president and chief financial officer beginning on June 30, 2011. Previously, he was a partner at PricewaterhouseCoopers LLP, an audit, tax and advisory services provider, with various audit and management responsibilities beginning in 1996.

Mr. Griffith, 49, was appointed senior vice president and chief financial officer of MPC effective March 3, 2015. Prior to this appointment, Mr. Griffith served with MPC as vice president, Finance and Investor Relations, and treasurer beginning in January 2014. He was vice president of Finance and treasurer for MPC beginning in August 2011. Previously, Mr. Griffith was vice president Investor Relations and treasurer of Smurfit-Stone Container Corporation, a packaging manufacturer, in St. Louis, Missouri, from 2008 to 2011.

Mr. Quaid, 46, was appointed vice president and controller of MPC effective June 23, 2014. Prior to this appointment, Mr. Quaid was vice president of Iron Ore at United States Steel Corporation (“U.S. Steel”), an integrated steel producer, beginning in January 2014. Previously, Mr. Quaid served in various leadership positions at U.S. Steel since February 2002, including vice president and treasurer beginning in August 2011, controller, North American Flat-Rolled Operations beginning in July 2010 and assistant corporate controller beginning in 2008.

Items 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, (i) Andeavor’s Certificate of Incorporation was amended and restated in its entirety in accordance with the Merger Agreement and (ii) the Bylaws of Merger Sub 1 in effect immediately prior to the Effective Time became the bylaws of the Company. Promptly following the Effective Time, the Second Merger was completed. Upon completion of the Second Merger, the Certificate of Formation of Andeavor LLC (as amended, the “Certificate of Formation”) and the Limited Liability Company Agreement of Andeavor LLC (the “LLC Agreement”) became the certificate of formation and limited liability company agreement, respectively, of the Surviving Company.

A copy of the Amended and Restated Certificate of Incorporation of Andeavor is filed as Exhibit 3.1 to this Current Report on Form 8-K, a copy of the Amended and Restated Bylaws of Andeavor is filed as Exhibit 3.2 to this Current Report on Form 8-K, a copy of the Certificate of Formation of the Surviving Company and a Certificate of Amendment thereto are filed as Exhibits 3.3 and 3.4 to this Current Report on Form 8-K, respectively, and a copy of the LLC Agreement of the Surviving Company is filed as Exhibit 3.5 to this Current Report on Form 8-K, all of which are incorporated herein by reference.

Items 7.01 Regulation FD Disclosure.

On October 1, 2018, MPC issued a press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, announcing that it has completed its acquisition of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1*	Agreement and Plan of Merger, dated as of April  29, 2018, by and among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC (incorporated by reference to Exhibit 2.1 to Andeavor’s Current Report on Form 8-K filed on May 1, 2018).
2.2	Amendment to Agreement and Plan of Merger, dated as of July  3, 2018, by and among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC (incorporated by reference to Annex A to Andeavor’s Proxy Statement on Schedule 14A filed on August 3, 2018).
2.3	Second Amendment to Agreement and Plan of Merger, dated as of September  18, 2018, by and among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC (incorporated by reference to Exhibit 2.1 to Andeavor’s Current Report on Form 8-K filed on September  18, 2018).
3.1	Amended and Restated Certificate of Incorporation of Andeavor, dated October 1, 2018.
3.2	Amended and Restated Bylaws of Andeavor, dated October 1, 2018.
3.3	Certificate of Formation of Mahi LLC (n/k/a Andeavor LLC), dated April 27, 2018.
3.4	Certificate of Amendment to Certificate of Formation of Mahi LLC (n/k/a Andeavor LLC), dated September 24, 2018.
3.5	Limited Liability Company Agreement of Mahi LLC (n/k/a Andeavor LLC), dated April 27, 2018.
99.1	Press release dated October 1, 2018, issued by Marathon Petroleum Corporation.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Andeavor hereby undertakes to furnish supplementally a copy of any omitted schedule up on request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Andeavor LLC as the successor by merger to the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

ANDEAVOR LLC
(successor in interest to Andeavor)
By:	/s/ Molly R. Benson
	Name: Molly R. Benson
	Title: Vice President and Secretary

Date: October 1, 2018

* Effective as of October 1, 2018, pursuant to an Agreement and Plan of Merger dated as of April 29, 2018 and amended on July 3, 2018 and September 18, 2018 by and among Andeavor, Marathon Petroleum Corporation (“MPC”), Mahi Inc. and Andeavor LLC (f/k/a Mahi LLC), following the merger of Mahi Inc. with and into Andeavor, Andeavor subsequently merged with and into Andeavor LLC, with Andeavor LLC surviving the merger as a wholly owned subsidiary of MPC.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ANDEAVOR

(AS OF OCTOBER 1, 2018)

FIRST. The name of the corporation is Andeavor.

SECOND. The address of the corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle. The name of its registered agent at such address is The Corporation Service Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

FOURTH. The total number of shares which the corporation shall have authority to issue is 1,000 shares of common stock, (“Common Stock”) and the par value of each of such shares is $0.01.

FIFTH. The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

SIXTH. Elections of the directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

SEVENTH. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this paragraph shall not adversely affect any right of protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification.

EIGHTH. The corporation shall, to the fullest extent permitted by the DGCL (including, without limitation, Section 145 thereof), as amended from time to time, indemnify any officer or director whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other losses of any nature. The indemnification provided in this Article EIGHTH shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity, while holding such office, and shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a person.

EX-3.2

Exhibit 3.2

ANDEAVOR

AMENDED AND RESTATED BYLAWS

OCTOBER 1, 2018

TABLE OF CONTENTS

		Page
ARTICLE I	MEETINGS OF STOCKHOLDERS		1
Section 1.	Time and Place of Meetings		1
Section 2.	Annual Meeting		1
Section 3.	Special Meetings		1
Section 4.	Notice of Meetings		1
Section 5.	Quorum		2
Section 6.	Voting		2
Section 7.	Action Without Meeting		3
ARTICLE II	DIRECTORS		5
Section 1.	Powers		5
Section 2.	Number and Term of Office		6
Section 3.	Vacancies and New Directorships		6
Section 4.	Regular Meetings		7
Section 5.	Special Meetings		7
Section 6.	Quorum		7
Section 7.	Written Action		7
Section 8.	Participation in Meetings by Conference Telephone		8
Section 9.	Committees		8
Section 10.	Compensation		9
Section 11.	Rules		9
ARTICLE III	NOTICES		9
Section 1.	Generally		9
Section 2.	Waivers		10
ARTICLE IV	OFFICERS		10
Section 1.	Generally		10
Section 2.	Compensation		10
Section 3.	Succession		11
Section 4.	Authority and Duties		11
Section 5.	Execution of Documents and Action with Respect to Securities of Other Corporations		11

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE V	STOCK		12
Section 1.	Certificates		12
Section 2.	Transfer		12
Section 3.	Lost, Stolen or Destroyed Certificates		12
Section 4.	Record Date		13
ARTICLE VI	INDEMNIFICATION		14
Section 1.	Right to Indemnification		14
Section 2.	Advances of Expenses		15
Section 3.	Claims		16
Section 4.	Nonexclusivity of Rights		16
Section 5.	Other Sources		17
Section 6.	Amendment or Repeal		17
Section 7.	Other Indemnification and Advancement of Expense		17
ARTICLE VII	GENERAL PROVISIONS		17
Section 1.	Fiscal Year		17
Section 2.	Corporate Seal		17
Section 3.	Reliance upon Books, Reports and Records		18
Section 4.	Time Periods		18
Section 5.	Dividends		18
ARTICLE VIII	AMENDMENTS		18
Section 1.	Amendments		18

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AMENDED AND RESTATED BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board of Directors, the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Stockholders may participate in an annual or special meeting of the stockholders by use of any means of communication by which all stockholders participating may simultaneously hear each other during the meeting. A stockholder’s participation in a meeting by any such means of communication constitutes presence in person at the meeting.

Section 2. Annual Meeting. An annual meeting of the stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the Board of Directors, the Chairman of the Board of Directors or the President.

Section 4. Notice of Meetings. Notice of every meeting of the stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, and delivered in accordance with Section 1 of Article III hereof, shall be given not less than ten nor

more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another

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duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. When a quorum is present at any meeting, the vote of the holders of a majority of the stock that has voting power present in person or represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 7. Action Without Meeting.

(a) Unless otherwise provided in the Certificate of Incorporation, any action required by the Delaware General Corporation Law (“DGCL”) to be taken at any annual or special meeting of the stockholders, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing or by telegram, cablegram or other electronic transmission (“electronic transmission”), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided, however, that action by written consent to elect directors, if less than unanimous, shall be in lieu of holding an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

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(b) Every written consent or electronic transmission under this Article I, Section 7 shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents or electronic transmissions signed by a sufficient number of stockholders to take action were delivered to the Corporation as provided in Section 228(c) of the DGCL.

(d) An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Article I, Section 7, provided that any such electronic transmission sets forth or is delivered with information

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from which the Corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder, proxyholder or authorized person or persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE II

DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

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Section 2. Number and Term of Office. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, (a) the Board of Directors shall consist of one or more members and (b) the number of directors shall be fixed by resolution from time to time of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal, in each case except as required by law. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, the Board of Directors may, at its discretion, elect a Chairman of the Board of Directors from the directors currently in office by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the Chairman so elected shall hold office until the next annual meeting of the stockholders and until his/her successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board of Directors which are being eliminated by such decrease.

Section 3. Vacancies and New Directorships. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

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Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders and at such other time and place as shall from time to time be determined by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the President on one day’s notice to each director by whom such notice is not waived, given in accordance with Section 1 of Article III hereof, and shall be called by the President or the Secretary in like manner and on like notice on the written request of any director.

Section 6. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or Committee.

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Section 8. Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or a meeting of any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 9. Committees. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, the Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board of Directors may confer and each such committee shall serve at the pleasure of the Board of Directors. Except as otherwise required by any stockholders agreement by and among the Corporation and its stockholders, the Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board of Directors shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board of Directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it.

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Section 10. Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors for attendance at meetings of the Board of Directors or committees, or for other services by directors to the Corporation, as the Board of Directors may determine.

Section 11. Rules. The Board of Directors may adopt such special rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, not inconsistent with law or these bylaws.

ARTICLE III

NOTICES

Section 1. Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such director’s or stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Except as otherwise required or prohibited by law, notice to directors and stockholders may also be given by facsimile, by telephone, electronic mail, posting on an electronic network together with separate notice to the director or stockholder of such specific posting (which notice shall be deemed given upon the later of such posting and the giving of such separate notice), or by any other form of electronic transmission consented to by the stockholder or director to whom the notice is given. Except as otherwise stated therein, notice pursuant to the preceding sentence will be deemed to be given at the time when the same is sent.

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Section 2. Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, in each case, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IV

OFFICERS

Section 1. Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary and a Treasurer. The Board of Directors may also elect such other officers, as the Board of Directors deems desirable, including, without limitation, the election of a Chief Executive Officer and a Chief Financial Officer. Any number of offices may be held by the same person.

Section 2. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

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Section 3. Succession. The officers of the Corporation shall hold office until their successors are elected and qualified or until such officer’s earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 4. Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with these bylaws.

Section 5. Execution of Documents and Action with Respect to Securities of Other Corporations. The President shall have and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders, members, partners or other equity holders (or with respect to any action of such stockholders, members, partners or other equity holders) of any other corporation, limited liability company, partnership or other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities. In addition, the President may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the President is authorized to take under this Section 5, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

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ARTICLE V

STOCK

Section 1. Certificates. Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors, subject to applicable legal requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and each such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors or the President or Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation. Any or all of the signatures upon such certificates may be facsimiles, engraved or printed.

Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

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Section 4. Record Date.

(a) In order that the Corporation is able to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered

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office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

INDEMNIFICATION

Section 1. Right to Indemnification. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Article 6 Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that he or she, or a person for whom he or she is the legal representative, (i) is or was a director or officer of the Corporation or a subsidiary of the Corporation, or (ii) while a director or officer of the Corporation

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or a subsidiary of the Corporation, is or was serving at the request of the Corporation or a subsidiary of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans (a “Proceeding”), in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Article 6, against all expenses (including attorneys’ fees), judgments, fines, liability, loss suffered and amounts paid in settlement actually and reasonably incurred by such Article 6 Person in connection therewith. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the above, except as otherwise provided in Section 3 of this Article 6, the Corporation shall be required to indemnify an Article 6 Person in connection with a Proceeding (or part thereof) commenced by such Article 6 Person only if the commencement of such Proceeding (or part thereof) by the Article 6 Person was authorized by the Board of Directors of the Corporation; provided, however, that this prohibition shall not apply to indemnification or reimbursement limited to and arising out of any counter-claim, cross-claim or third-party claim brought against the Article 6 Person in any Proceeding.

Section 2. Advances of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Article 6 Person in defending any threatened, pending or completed Proceeding, and such advances shall be made within thirty (30) days after the receipt by the Corporation of a statement or statements requesting such advances from time to time; provided, however, that, to the extent required by law, any payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by the Article 6

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Person to repay all amounts advanced if it should be ultimately determined that the Article 6 Person is not entitled to be indemnified under this Article 6 or otherwise. Notwithstanding the above, except as otherwise provided in Section 3 of this Article 6, the Corporation shall be required to advance expenses to an Article 6 Person in connection with a Proceeding (or part thereof) commenced by such Article 6 Person only if the commencement of such Proceeding (or part thereof) by the Article 6 Person was authorized by the Board of Directors of the Corporation; provided, however, that this prohibition shall not apply to advancement of expenses limited to and arising out of any counter-claim, cross-claim or third-party claim brought against the Article 6 Person in any Proceeding.

Section 3. Claims. If a claim for indemnification or advancement of expenses under this Article 6 is not paid in full within thirty (30) days after a written claim therefor by the Article 6 Person has been received by the Corporation, the Article 6 Person may thereupon file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Article 6 Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4. Nonexclusivity of Rights. Each right conferred on any Article 6 Person by this Article 6 shall be a contract right, but shall not be exclusive of any other rights which such Article 6 Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation of the Corporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 5. Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Article 6 Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, nonprofit entity or other enterprise shall be reduced by any amount such Article 6 Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, nonprofit entity or other enterprise.

Section 6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any person in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed and even if such Proceeding is not commenced or completed until after such repeal or modification) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

Section 7. Other Indemnification and Advancement of Expenses. This Article 6 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Article 6 Persons when and as authorized by appropriate corporate action.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

Section 2. Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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Section 3. Reliance upon Books, Reports and Records. Each director, each member of a committee designated by the Board of Directors and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director, committee member or officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Time Periods. In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 5. Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

ARTICLE VIII

AMENDMENTS

Section 1. Amendments. These bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or by the Board of Directors.

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EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

-of-

MAHI LLC

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Title 6, Chapter 18, Delaware Code, Section 18-101 et seq. (the “Act”), hereby certifies as follows:

1. Name of Limited Liability Company. The name of the limited liability company formed hereby (the “Company”) is Mahi LLC.

2. Registered Office and Agent. The address of the Company’s registered office in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name and address of the Company’s registered agent for service of process on the Company is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

This Certificate of Formation is duly executed and filed pursuant to the provisions of Section 18-201 of the Act.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation of Mahi LLC as of this 27^th day of April, 2018.

/s/ Shane T. Pfleiderer
Name:	Shane T. Pfleiderer
Title:	Authorized Person

EX-3.4

Exhibit 3.4

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company:	Mahi LLC
2.	The Certificate of Formation of the limited liability company is hereby amended as follows:
	The name of the limited liability company is Andeavor LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 24^th day of September, A.D. 2018.

By:	/s/ Shane T. Pfleiderer
	Authorized Person(s)

Name:	Shane T. Pfleiderer
	Print or Type

EX-3.5

Exhibit 3.5

LIMITED LIABILITY COMPANY

AGREEMENT OF

MAHI LLC

This Limited Liability Company Agreement (together with the schedules attached hereto, as amended and restated from time to time, this “Agreement”) of Mahi LLC, a Delaware limited liability company (the “Company”), is entered into as of the 27th day of April, 2018, by Marathon Petroleum Corporation, a Delaware corporation as sole member (the “Member”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del. C. §18- 101, et seq.) (the “Act”), and hereby agree as follows:

1. Name. The name of the limited liability company is Mahi LLC.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, including, without limitation, purchasing, selling, investing and trading in investments of every kind. The Company shall have the power to make and perform all contracts and to engage in all activities and transactions necessary or advisable to carry out the purposes of the Company, and all other powers available to it as a limited liability company under the laws of the State of Delaware.

3. Principal Place of Business and Office. The principal place of business and mailing address of the Company, and the office where the records required by the Act are maintained, is 539 South Main Street, Findlay, Ohio, 45840 or such other location selected, from time to time, by the Member.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Company Trust Company, Company Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The Member may, from time to time, change the statutory agent or the principal place of business of the Company, without reflecting the change in this Agreement.

5. Membership; Membership Interest. The name of the Member is set forth on Schedule A, attached hereto. The Member is admitted to the Company as a member upon execution of this Agreement. The Member shall have an interest in all items of income, gain, loss and deduction of the Company and a right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and the Act (“Membership Interest”). Each member’s Membership Interest will be determined based on the percentage of such member’s capital account in relation to the total of the capital accounts of all members of the Company. The initial Membership Interest of the Member is 100%.

6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies formed under the Act. In connection with the foregoing, the Member is hereby authorized and empowered to act through the Company’s officers and employees and other persons designated by the Member in carrying out any and all of the Member’s powers and authorities under this Agreement, and to delegate any and all of the powers and authorities that the Member possesses under this Agreement to any of the Company’s officers and employees and to any other person designated by the Member. Any delegation pursuant to this Section may be revoked at any time by the Member. Shane T. Pfleiderer is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company (and any amendments and/or restatements thereof) and any additional certificates or other documents necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

Subject to the provisions of the Act and to the decisions and orders of the Member, the day-to-day affairs of the Company will be conducted by the officers of the Company, and the initial officers of the Company are set forth on Schedule B attached hereto. The officers will be agents of the Company authorized to manage the day-to-day operations, business and activities of the Company. The officers of the Company shall exercise such powers and perform such duties as are customarily associated with such offices in Delaware business corporations or as shall be otherwise determined from time to time by the Member. None of the officers of the Company need be a member. Two or more offices may be held by the same person.

The Member may remove any officer so appointed at any time, with or without cause, in its absolute discretion. If any office shall become vacant as a result of the death, resignation or removal of an officer, the Member, in its sole discretion, may appoint a replacement officer.

No officer shall be liable to the Company or the Member for honest mistakes of judgment or for any losses due to such mistakes or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company selected with reasonable care. Subject to the terms of this LLC Agreement, each officer shall be entitled to indemnification from the Company to the fullest extent permitted by Delaware law, but only to the extent such officer’s course of conduct did not constitute gross negligence or willful misconduct.

7. Indemnification.

a) Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Section 7 Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that he or she, or a person for

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whom he or she is the legal representative, (i) is or was an officer of the Company or a subsidiary of the Company, or (ii) while an officer of the Company or a subsidiary of the Company, is or was serving at the request of the Company or a subsidiary of the Company as an officer, employee or agent of another Company or of a partnership, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans (a “Proceeding”), in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Section 7, against all expenses (including attorneys’ fees), judgments, fines, liability, loss suffered and amounts paid in settlement actually and reasonably incurred by such Section 7 Person in connection therewith. Such indemnification shall continue as to a person who has ceased to be an officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the above, except as otherwise provided in Section 7(c), the Company shall be required to indemnify a Section 7 Person in connection with a Proceeding (or part thereof) commenced by such Section 7 Person only if the commencement of such Proceeding (or part thereof) by the Section 7 Person was authorized by the Member ; provided, however, that this prohibition shall not apply to indemnification or reimbursement limited to and arising out of any counter-claim, cross-claim or third-party claim brought against the Section 7 Person in any Proceeding.

b) Advances of Expenses. The Company shall pay the expenses (including attorneys’ fees) incurred by a Section 7 Person in defending any threatened, pending or completed Proceeding, and such advances shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time; provided, however, that, to the extent required by law, any payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking by the Section 7 Person to repay all amounts advanced if it should be ultimately determined that the Section 7 Person is not entitled to be indemnified under this Section 7 or otherwise. Notwithstanding the above, except as otherwise provided in Section 7(c) of this Section 7, the Company shall be required to advance expenses to a Section 7 Person in connection with a Proceeding (or part thereof) commenced by such Section 7 Person only if the commencement of such Proceeding (or part thereof) by the Section 7 Person was authorized by the Member ; provided, however, that this prohibition shall not apply to advancement of expenses limited to and arising out of any counter-claim, cross-claim or third-party claim brought against the Section 7 Person in any Proceeding.

c) Claims. If a claim for indemnification or advancement of expenses under this Section 7 is not paid in full within thirty (30) days after a written claim therefor by the Section 7 Person has been received by the Company, the Section 7 Person may thereupon file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the Section 7 Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

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d) Nonexclusivity of Rights. Each right conferred on any Section 7 Person by this Section 7 shall be a contract right, but shall not be exclusive of any other rights which such Section 7 Person may have or hereafter acquire under any statute, provision of the Certificate of Formation of the Company, this LLC Agreement, agreement, vote of the Member or otherwise.

e) Other Sources. The Company’s obligation, if any, to indemnify or to advance expenses to any Section 7 Person who was or is serving at its request as an officer, employee or agent of another Company, partnership, joint venture, trust, nonprofit entity or other enterprise shall be reduced by any amount such Section 7 Person may collect as indemnification or advancement of expenses from such other Company, partnership, joint venture, trust, nonprofit entity or other enterprise.

f) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 7 shall not adversely affect any right or protection hereunder of any person in respect of any Proceeding (regardless of when such proceeding is first threatened, commenced or completed and even if such proceeding is not commenced or completed until after such repeal or modification) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

g) Other Indemnification and Advancement of Expenses. This Section 7 shall not limit the right of the Company, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Section 7 Persons when and as authorized by appropriate corporate action.

8. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the last remaining member in the Company, (c) the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company, unless the Company is continued without dissolution in a manner permitted by the Act, or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The bankruptcy of the Member (as defined in the Act) shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

9. Capital. The capital of the Company shall consist of the capital contributions of the Member, as set forth in Schedule A, which shall be payable at such times as the Member shall determine.

10. Allocation of Profits and Losses. All of the Company’s profits and losses shall be allocated to the Member.

11. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined at the discretion of the Member. The Company shall not be required to make any distribution to the extent that it violates the Act or other applicable law.

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12. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company as a member of the Company with the consent of the Member and upon such person’s or entity’s execution of a counterpart to this Agreement.

13. Liability of Members. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

14. Amendments. The terms and provisions of this Agreement may be modified or amended at any time and from time to time with the written consent of the Member.

15. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, with all rights and remedies being governed by said laws.

16. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the date and year first written above.

SOLE MEMBER:
MARATHON PETROLEUM CORPORATION
By:	/s/ Gary R. Heminger
	Name: Gary R. Heminger Title:   Chief Executive Officer

[Signature Page to LLC Agreement of Mahi LLC]

SCHEDULE A

Name	Capital Contribution		Membership Interest
Marathon Petroleum Corporation	$	1,000		100	%

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SCHEDULE B

OFFICERS

1. Gary R. Heminger – President

2. Donald C. Templin – Vice President

3. Molly R. Benson – Secretary

4. Timothy T. Griffith – Treasurer

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EX-99.1

Exhibit 99.1

Marathon Petroleum Corp. Announces Successful Completion of Andeavor Combination, Creating the Leading US Refining, Midstream and Marketing Company

FINDLAY, Ohio, Oct. 1, 2018 – Marathon Petroleum Corp. (NYSE: MPC) has closed the transaction in which it acquired all of the outstanding shares of Andeavor. As of this morning, Andeavor ceased to be publicly traded and its common stock discontinued trading on the New York Stock Exchange.

“This transformative transaction is a significant milestone in our company’s more than 130-year history,” said MPC Chairman and Chief Executive Officer Gary R. Heminger. “MPC is now the leading refining, midstream, and marketing company in the U.S., and is well-positioned for long-term growth and shareholder value creation.”

“We are excited to begin unlocking the extraordinary potential across our new platform, including approximately $1 billion of tangible annual run-rate synergies we expect within the first three years,” added Heminger. “We look forward to sharing more details around our plans at our upcoming December Investor Day.”

# # #

About Marathon Petroleum Corporation

Marathon Petroleum Corporation (NYSE: MPC) is a leading integrated downstream energy company headquartered in Findlay, Ohio. The company operates the nation’s largest refining system with over 3 million barrels per day of crude oil capacity across 16 refineries. MPC’s marketing system includes approximately 7,800 branded locations across the United States, including approximately 5,600 Marathon brand retail outlets. Speedway LLC, an MPC subsidiary, owns and operates approximately 4,000 retail convenience stores across the United States. MPC also owns the general partner and majority limited partner interest in two midstream companies, MPLX LP (NYSE: MPLX) and Andeavor Logistics LP (NYSE: ANDX), which own and operate gathering, processing, and fractionation assets, as well as crude oil and light product transportation and logistics infrastructure.

Investor Relations Contact

Kristina Kazarian (419) 421-2071

Media Contact:

Chuck Rice (419) 421-2521

Forward Looking Statements

This communication contains forward-looking statements within the meaning of federal securities laws regarding Marathon Petroleum Corporation (MPC). These forward-looking statements relate to, among other things, the acquisition of Andeavor and include expectations, estimates and projections concerning the business and operations, strategic initiatives and value creation plans of MPC. 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 company’s control and are difficult to predict. Factors that could cause MPC’s actual results to differ materially from those implied in the forward-looking statements include: the risk that the cost savings and any other synergies from the Andeavor transaction may not be fully realized or may take longer to realize than expected; disruption from the Andeavor transaction making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of Andeavor; 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 or Andeavor Logistics LP (ANDX); and the factors set forth under the heading “Risk Factors” in MPC’s Annual Report on Form 10-K for the year ended Dec. 31, 2017, and in MPC’s Form 10-Q for the quarter ended June 30, 2018, 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. Copies of MPC’s Form 10-K are available on the SEC website, MPC’s website at http://ir.marathonpetroleum.com or by contacting MPC’s Investor Relations office. Copies of MPLX’s Form 10-K are available on the SEC website, MPLX’s website at http://ir.mplx.com or by contacting MPLX’s Investor Relations office. Copies of ANDX’s Form 10-K are available on the SEC website, ANDX’s website at http://ir.andeavorlogistics.com or by contacting ANDX’s Investor Relations office.