Andeavor announced the preliminary results of the stockholder election consideration related to the previously announced acquisition by Marathon Petroleum Corporation. On April 29, 2018, Andeavor, Marathon, Mahi Inc. and Andeavor LLC (f/k/a Mahi LLC) entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of Andeavor by Marathon through a merger of Mahi Inc. with and into Andeavor, with Andeavor surviving the merger as a wholly owned subsidiary of Marathon and the subsequent merger of Andeavor with and into Andeavor LLC (the mergers together, the "Merger"), with Andeavor LLC surviving the merger as a wholly owned subsidiary of Marathon.

As previously announced, 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 (subject to completion of the Merger), for each share of Andeavor common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares as more particularly set forth in the Merger Agreement):

1.87 shares of Marathon common stock, including cash in lieu of any fractional share of Marathon common stock (the "Stock Consideration"); or $152.27 in cash (the "Cash Consideration").
The election deadline for the foregoing election expired at 5:00 PM, Eastern Time, on September 27, 2018. Today, Andeavor announced that, based on preliminary information received from the exchange agent for the Merger, (i) election forms were received with respect to approximately 104,722,352 shares of Andeavor common stock in the aggregate and (ii) the cash election option was selected with respect to approximately 4,257,779 shares of Andeavor common stock, which is less than the Cash Election Number in the Merger Agreement, in each case, assuming that notices of guaranteed delivery are properly delivered pursuant to the terms of such notices of guaranteed delivery.

Because the Cash Consideration option was undersubscribed, the consideration to be received by the holders who validly elected the Stock Consideration will be prorated pursuant to the terms set forth in the Merger Agreement. Based on the preliminary prorationing and assuming (i) the Merger is completed on October 1, 2018, as currently expected, and (ii) all shares of Andeavor common stock subject to notices of guaranteed delivery are properly delivered pursuant to the terms of such notices of guaranteed delivery:

- Stockholders of record of Andeavor who validly elected to receive the Stock Consideration and those that failed to make a valid election prior to the election deadline will, following the Merger and subject to rounding, each receive the Stock Consideration for approximately 87.32% of the shares of Andeavor common stock in respect of which they had validly made elections for the Stock Consideration, or failed to make a valid election prior to the election deadline, and the Cash Consideration with respect to each remaining share of Andeavor common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares of Andeavor common stock as more particularly described in the Merger Agreement).

- Stockholders of record of Andeavor who validly elected to receive the Cash Consideration will, following the Merger, each receive the Cash Consideration for each share of Andeavor common stock held by them of record as of immediately prior to the effective time of the Merger (except for excluded shares as more particularly described in the Merger Agreement).

Following and subject to the completion of the Merger, the Andeavor stockholders will receive in the aggregate approximately 240 million shares of Marathon common stock (which excludes shares to be issued under certain Andeavor equity awards that vest as a result of the Merger) and approximately $3.5 billion in cash. The final prorationing and the final calculation of the number of shares of Marathon 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 expected issuance of shares of Marathon common stock in connection with the Merger was registered under the Securities Act of 1933 pursuant to Marathon's registration statement on Form S-4 (File 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 Marathon and Andeavor.

About Andeavor

Andeavor (NYSE: ANDV) is a premier, highly integrated marketing, logistics and refining company. Andeavor's retail-marketing system includes approximately 3,330 stations marketed under multiple well-known fuel brands, including ARCO®, SUPERAMERICA®, Shell®, Exxon(TM), Mobil(TM), Tesoro®, USA Gasoline(TM) and Giant®. It also has ownership in Andeavor Logistics LP (NYSE: ANDX) 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.

About Marathon Petroleum Corporation

MPC (NYSE: 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 22 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 ("MPLX"), 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, 8.7 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, natural gas liquids, 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.