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•	the risk that the cost savings and any other synergies from the Andeavor acquisition may not be fully realized or may take longer to realize than expected;

•	disruption from the Andeavor acquisition making it more difficult to maintain relationships with customers, employees or suppliers;

•	risks relating to any unforeseen liabilities of Andeavor;

•	the potential merger, consolidation or combination of MPLX LP with Andeavor Logistics LP;

•	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 investments;

•	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 or dividend increases, 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; and

•	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.

•	volatility or degradation in general economic, market, industry or business conditions;

•	availability and pricing of domestic and foreign supplies of natural gas, NGLs and crude oil and other feedstocks;

•	the ability of the members of the OPEC to agree on and to influence crude oil price and production controls;

•	availability and pricing of domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home heating oil and petrochemicals;

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•	foreign imports and exports of crude oil, refined products, natural gas and NGLs;

•	refining industry overcapacity or under capacity;

•	changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;

•	changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks and refined products;

•	changes to our capital budget, expected construction costs and timing of projects;

•	the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;

•	fluctuations in consumer demand for refined products, natural gas and NGLs, including seasonal fluctuations;

•	political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States, and in crude oil producing regions, including the Middle East, Africa, Canada and South America;

•	actions taken by our competitors, including pricing adjustments, expansion of retail activities, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;

•	completion of pipeline projects within the United States;

•	changes in fuel and utility costs for our facilities;

•	failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;

•	modifications to MPLX and ANDX earnings and distribution growth objectives;

•	the ability to successfully implement growth opportunities, including strategic initiatives and actions;

•	risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;

•	the ability to realize the strategic benefits of joint venture opportunities;

•	accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;

•	unusual weather conditions and natural disasters, which can unforeseeably affect the price or availability of crude oil and other feedstocks and refined products;

•	acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined products;

•	state and federal environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the renewable fuel standard program;

•	adverse changes in laws including with respect to tax and regulatory matters;

•	rulings, judgments or settlements and related expenses in litigation or other legal, tax or regulatory matters, including unexpected environmental remediation costs, in excess of any reserves or insurance coverage;

•	political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based products;

•	labor and material shortages;

•	the maintenance of satisfactory relationships with labor unions and joint venture partners;

•	the ability and willingness of parties with whom we have material relationships to perform their obligations to us;

•	the market price of our common stock and its impact on our share repurchase authorizations;

•	changes in the credit ratings assigned to our debt securities and trade credit, changes in the availability of unsecured credit, changes affecting the credit markets generally and our ability to manage such changes;

•	capital market conditions and our ability to raise adequate capital to execute our business plan;

•	the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors; and

•	the other factors described in Item 1A. Risk Factors.

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Refining & Marketing – refines crude oil and other feedstocks at our 16 refineries in the West Coast, Gulf Coast and Mid-Continent regions of the United States, purchases refined products and ethanol for resale and distributes refined products largely through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon® branded outlets.

•	Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway brand, and long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO brand.

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Midstream – transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.

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•	Health and Safety: We have the highest regard for the health and safety of our employees, contractors and neighboring communities.

•	Environmental Stewardship: We are committed to minimizing our environmental impact and continually look for ways to reduce our footprint.

•	Integrity: We uphold the highest standards of business ethics and integrity, enforcing strict principles of corporate governance. We strive for transparency in all of our operations.

•	Corporate Citizenship: We work to make a positive difference in the communities where we have the privilege to operate.

•	Inclusive Culture: We value diversity and strive to provide our employees with a collaborative, supportive, and inclusive work environment where they can maximize their full potential for personal and business success.

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(a)	Safety performance is based on the OSHA Recordable Incident Rate for the Refining industry. The industry average source is the Bureau of Labor Statistics and data is not yet available for 2018.

(b)	Legacy Andeavor refineries included beginning full year 2018.

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(a)	Procurement synergies allocated 50/50 to Refining & Marketing and Corporate.

(b)	Initial synergy estimates provided April 30, 2018.

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(a)	Corporate officer.

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•	worldwide and domestic supplies of and demand for crude oil and refined products;

•	the cost of crude oil and other feedstocks to be manufactured into refined products;

•	the prices realized for refined products;

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•	transportation infrastructure availability, local market conditions and operation levels of other refineries in our markets;

•	utilization rates of refineries;

•	natural gas and electricity supply costs incurred by refineries;

•	the ability of the members of OPEC to agree to and maintain production controls;

•	political instability, threatened or actual terrorist incidents, armed conflict, or other global political conditions;

•	local weather conditions;

•	seasonality of demand in our marketing area due to increased highway traffic in the spring and summer months;

•	natural disasters such as hurricanes and tornadoes;

•	the price and availability of alternative and competing forms of energy;

•	domestic and foreign governmental regulations and taxes; and

•	local, regional, national and worldwide economic conditions.

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•	increasing our vulnerability to changing economic, regulatory and industry conditions;

•	limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;

•	limiting our ability to pay dividends to our stockholders;

•	limiting our ability to borrow additional funds; and

•	requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.

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•	Inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs;

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•	An inability to successfully integrate assets or businesses we acquire;

•	A decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions;

•	A significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions;

•	The assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;

•	The diversion of management’s attention from other business concerns; and

•	The incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

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•	adverse changes in energy market conditions;

•	commodity prices for oil, natural gas and natural gas liquids;

•	production levels;

•	operating results;

•	competitive conditions;

•	laws and regulations affecting the energy business;

•	capital expenditure obligations;

•	higher than expected integration costs;

•	lower than expected synergies; and

•	general economic conditions.

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•	the inability to successfully integrate the businesses of Andeavor into MPC in a manner that permits MPC to achieve the full revenue and cost savings anticipated from the merger;

•	complexities associated with managing the larger, more complex, integrated business;

•	not realizing anticipated operating synergies or incurring unexpected costs to realize such synergies;

•	integrating personnel from the two companies while maintaining focus on providing consistent, high-quality products and services;

•	potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the merger;

•	loss of key employees;

•	integrating relationships with customers, vendors and business partners;

•	performance shortfalls as a result of the diversion of management’s attention caused by completing the merger and integrating Andeavor’s operations into MPC; and

•	the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.

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•	the emission or discharge of materials into the environment,

•	solid and hazardous waste management,

•	pollution prevention,

•	greenhouse gas emissions,

•	climate change,

•	characteristics and composition of gasoline and diesel fuels,

•	public and employee safety and health,

•	inherently safer technology, and

•	facility security.

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•	denial of or delay in receiving requisite regulatory approvals and/or permits;

•	unplanned increases in the cost of construction materials or labor;

•	disruptions in transportation of components or construction materials;

•	adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers;

•	shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;

•	market-related increases in a project’s debt or equity financing costs; and

•	nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.

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•	providing that our board of directors fixes the number of members of the board;

•	providing for the division of our board of directors into three classes with staggered terms;

•	providing that only our board of directors may fill board vacancies;

•	limiting who may call special meetings of stockholders;

•	prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;

•	establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings;

•	establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation;

•	providing that our directors may only be removed for cause;

•	authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and

•	authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.

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(a)	All capacities reflect 100 percent of the pipeline systems’ and barge dock’s average capacity in thousands of barrels per day and 100 percent of the available storage capacity of our caverns and tank farms in thousands of barrels.

(b)	Includes pipelines leased from third parties.

(c)	Refining logistics assets also include rail racks, truck racks and docks.

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(a)	Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.

(b)	MPLX accounts for as an equity method investment.

(c)

The Kermit processing plant is operated by a third party solely to prevent liquids from condensing in the gathering and transmission pipelines upstream of our Kenova plant. MPLX does not receive Kermit gas volume information but does receive all of the liquids produced at the Kermit Complex. As such, the design throughput capacity and the natural gas throughput has been excluded from the subtotal.

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(a)	NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.

(b)	MPLX accounts for as an equity method investment.

(a)	NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.

(b)	MPLX accounts for as an equity method investment.

(a)	Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.

(b)	MPLX accounts for as an equity method investment.

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(a)	This is the section of the Mariner West pipeline that is leased to and operated by Sunoco Logistics Partners LP.

(b)	MPLX accounts for as an equity method investment.

(c)	This is the same pipeline from Seneca to Cadiz and can only be used for either ethane and heavier liquids or propane and heavier liquids at one time. Both throughput capacities are listed above, respectively, with ethane included in the total.

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(a)	All capacities reflect 100 percent of the pipeline systems’ and barge dock’s average capacity in thousands of barrels per day and 100 percent of the available storage capacity of our caverns and tank farms in thousands of barrels.

(b)	Includes portions leased from third parties.

(c)	Includes a dock leased from a third party.

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(a)	ANDX accounts for as an equity method investment.

(a)	Natural gas throughput is a weighted average for days in operation.

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(a)	NGL throughput is a weighted average for days in operation.

(a)	Natural gas throughput is a weighted average for days in operation.

(b)	ANDX accounts for as an equity method investment.

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(a)	Represents interest retained by MPC and excludes MPLX’s 41% ownership interest in LOOP. Pipeline mileage is excluded from total as it is included with MPLX assets.

(b)	All system pipeline miles are inactive.

(a)	Represents ownership through our indirect noncontrolling interest in Crowley Ocean Partners.

(b)	Represents ownership through our indirect noncontrolling interest in Crowley Blue Water Partners.

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(a)	The amounts in this column include 36,701, 6,829 and 8,066 shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in October, November and December, respectively.

(b)

Amounts in this column reflect the weighted average price paid for shares purchased under our share repurchase authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The weighted average price includes commissions paid to brokers on shares purchased under our share repurchase authorizations.

(c)

On April 30, 2018, we announced that our board of directors had approved a $5 billion share repurchase authorization in addition to the remaining authorization pursuant to the May 31, 2017 announcement. These share purchase authorizations have no expiration date. The share repurchase authorization announced on April 30, 2018, together with prior authorizations, result in a total of $18 billion of share repurchase authorizations since January 1, 2012.

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(a)	On October 1, 2018, we acquired Andeavor. On December 4, 2015, MPLX, our consolidated subsidiary, merged with MarkWest. On September 30, 2014, we acquired Hess’ Retail Operations and Related Assets. The financial results for these operations are included in our consolidated results from the date of acquisition.

(b)	Earnings for 2017 include a tax benefit of approximately $1.5 billion or $2.93 per diluted share as a result of re-measuring certain net deferred tax liabilities using the lower corporate tax rate enacted in the fourth quarter 2017.

(c)	Includes sales to related parties. The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”).

(d)

Includes amounts due within one year. During 2018, MPC assumed Andeavor senior notes with an aggregate principal amount of $3.374 billion and MPLX issued $7.75 billion aggregate principal amount of senior notes. MPLX used $4.1 billion of the net proceeds of the offering to repay the 364-day term loan facility drawn on in January to fund the cash portion of the consideration for the February 1, 2018 dropdown and used $750 million of the net proceeds to redeem the 5.500 percent senior notes due February 2023 issued by MPLX and MarkWest. Also included in 2018 are Andeavor Logistics senior notes with an aggregate principal amount of $3.75 billion. During 2017, MPLX issued $2.25 billion aggregate principal amount of senior notes and used the net proceeds to fund the $1.5 billion cash portion of the consideration paid to MPC for the dropdown of assets on March 1, 2017. During 2015, in connection with the MarkWest Merger, MPLX assumed MarkWest Senior Notes with an aggregate principal amount of $4.1 billion and used its credit facility to repay $850 million of the $943 million of borrowings under MarkWest’s credit facility. During 2014, we issued $1.95 billion aggregate principal amount of senior notes and entered into a $700 million term loan agreement to fund a portion of the Hess’ Retail Operations and Related Assets acquisition.

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Refining & Marketing – refines crude oil and other feedstocks at our 16 refineries in the West Coast, Gulf Coast and Mid-Continent regions of the United States, purchases refined products and ethanol for resale and distributes refined products largely through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon® branded outlets.

•	Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway brand, and long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO brand.

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Midstream – transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.

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•	The West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel of LA CARB Diesel;

•	The Mid-Continent Crack spread uses three barrels of WTI crude producing two barrels of Chicago CBOB gasoline and one barrel of Chicago ULSD; and

•	The Gulf Coast Crack Spread uses three barrels of LLS crude producing two barrels of USGC CBOB gasoline and one barrel of USGC ULSD.

(a)	Crack spread based on 38 percent WTI, 38 percent LLS and 24 percent ANS with Mid-Continent, Gulf Coast and West Coast product pricing, respectively and assumes all other differentials and pricing relationships remain unchanged.

(b)	Sour crude oil basket consists of the following crudes: ANS, ASCI, Maya and Western Canadian Select

(c)	Sweet crude oil basket consists of the following crudes: Bakken, Brent, LLS, WTI-Cushing and WTI-Midland

(d)	This is consumption based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.

•	the selling prices realized for refined products;

•	the types of crude oil and other charge and blendstocks processed;

•	our refinery yields;

•	the cost of products purchased for resale;

•	the impact of commodity derivative instruments used to hedge price risk; and

•	the potential impact of LCM adjustments to inventories in periods of declining prices.

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(a)

We adopted ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2018, and elected to report certain taxes on a net basis. We adopted the standard using the modified retrospective method, and, therefore, comparative information continues to reflect certain taxes on a gross basis. See Item 8. Financial Statements and Supplementary Data - Notes 2 and 3 for further information.

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increased sales and other operating revenues of $21.65 billion mainly due to an increase in our Refining & Marketing segment refined product sales volumes, which increased 402 mbpd, and higher averaged refined product sales prices, which increased $0.34 per gallon. The increase in volume is largely due to the Andeavor acquisition on October 1, 2018. These increases were partially offset by our election to present revenues net of certain taxes under ASC 606 prospectively from January 1, 2018, which resulted in a decrease in revenues of $6.66 billion for the year. See Item 8.

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•	increased sales to related parties of $125 million primarily due to higher average refined product prices;

•	increased income from equity method investments of $67 million primarily due to an increase in income from midstream equity affiliates; and

•	decreased other income of $118 million primarily due to a decrease in RIN sales.

•	increased cost of revenues of $18.94 billion primarily due to:

◦	an increase in refined product cost of sales of $24.97 billion, primarily due to increased operations following the acquisition of Andeavor along with higher raw material costs attributable to an increase in our average crude oil costs of $13.87 per barrel; and

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a decrease in certain taxes of $6.66 billion as a result of our election to present revenues net of certain taxes under ASC 606 prospectively from January 1, 2018. For the year, certain taxes continue to be presented on a gross basis and are included in cost of revenues. See Item 8. Financial Statements and Supplementary Data – Notes 2 and 3 for additional information on recently adopted accounting standards;

•	increased depreciation and amortization of $376 million, primarily due to the depreciation of the fair value of the assets acquired in connection with the Andeavor acquisition;

•	increased selling, general and administrative expenses of $724 million primarily due to approximately $197 million of transaction related costs for financial advisors, employee severance and other costs associated with the Andeavor acquisition in addition to increased costs and expenses for the combined company; and

•	increased other taxes of $103 million primarily due to the inclusion of other taxes related to the acquired Andeavor operations.

•	increased sales and other operating revenues (including consumer excise taxes) of $10.83 billion primarily due to higher averaged refined product sales prices, which increased $0.25 per gallon, and an increase in refined product sales volumes, which increased 42 mbpd;

•	increased sales to related parties of $567 million mainly due to sales from our Refining & Marketing segment to PFJ Southeast, a joint venture with Pilot Flying J, which commenced in the fourth quarter of 2016;

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•	increased income (loss) from equity method investments of $491 million primarily due to the absence of impairment charges related to equity method investments of $356 million recorded in 2016 along with increases in income from new and existing pipeline, natural gas, retail and marine affiliates;

•	increased other income of $142 million primarily due to increased RIN sales; and

•	decreased net gain on disposal of assets of $22 million primarily due to gains on the sale of certain Speedway locations in 2016.

•	increased cost of revenues of $9.84 billion primarily due to an increase in refined product cost of sales of $9.18 billion, primarily attributable to an increase in our average crude oil costs of $9.50 per barrel;

•	increased purchases from related parties of $61 million primarily due to:

◦	an increase in transportation services provided by Crowley Ocean Partners of $27 million;

◦	an increase in transportation services provided by Crowley Blue Water Partners of $23 million; and

◦	an increase in volumes purchased from LOOP of $12 million;

•	an inventory market valuation adjustment which decreased costs and expenses by $370 million in 2016 related to the reversal of the LCM inventory valuation reserve due to increased refined product prices;

•	decreased impairment expense of $130 million as the impairment expense in 2016 reflects a $130 million charge recorded by MPLX to impair a portion of the $2.21 billion of goodwill recorded in connection with the MarkWest Merger; and

•	increased selling, general and administrative expenses of $97 million primarily due to increases in employee-related compensation and benefit expenses, higher corporate costs and net litigation settlement expenses of $29 million.

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(a)	We adopted ASC 606 (Revenue from Contracts with Customers), as of January 1, 2018, and elected to report certain taxes on a net basis. We applied the standard using the modified retrospective method, and, therefore, comparative information continues to reflect certain taxes on a gross basis.

(b)	Results related to refining logistics and fuels distribution are presented in the Midstream segment prospectively from February 1, 2018. Prior periods are not adjusted as these entities were not considered a business prior to February 1, 2018.

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(a)	Includes intersegment sales and sales destined for export.

(b)

For comparability purposes, these amounts exclude sales taxes for all periods presented. As noted above, Refining & Marketing revenues in 2018 reflect these taxes on a net basis, while 2017 and 2016 Refining & Marketing revenues continue to reflect these taxes on a gross basis. The average refined product sales prices for 2017 and 2016 included excise taxes of $0.18 per gallon before this adjustment.

(c)	Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs. Excludes LCM inventory valuation adjustments.

(d)	See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.

(e)	Per barrel of total refinery throughputs.

(f)	Includes utilities, labor, routine maintenance and other operating costs.

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(a)	Blended 3-2-1 WTI/LLS/ANS crack spread 38/38/24 percent in 2018, Blended 6-3-2-1 Chicago/USGC crack spread is 40/60 percent for the first nine months of 2018 and in 2017 and 38/62 percent in 2016. These blends are based on MPC’s refining capacity by region in each period.

(b)	Beginning 4Q 2018, Blended Mid-Con/USGC/West Coast crack spread is weighted 38/38/24 percent based on MPC's refining capacity by PADD. From Q1 2017 through Q3 2018, the blended spread was weighted 40/60 percent Mid-Con/USGC.

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(a)	All spreads and differentials are measured against prompt LLS.

(b)	Calculation utilizes USGC three percent residual fuel oil price as a proxy for Chicago three percent residual fuel oil price.

(c)	LLS (prompt) – [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].

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(a)	Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.

(b)	Excludes inter-refinery volumes which totaled 61 mbpd, 78 mbpd and 83 mbpd for 2018, 2017 and 2016, respectively, for all regions.

(c)	Per barrel of total refinery throughputs.

(d)	Includes utilities, labor, routine maintenance and other operating costs.

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(a)	The price paid by consumers or direct dealers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees (where applicable), divided by gasoline and distillate sales volume. Excludes LCM inventory valuation adjustments.

(b)	See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.

(a)	The price paid by the consumers less the cost of merchandise.

(b)	See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.

(c)	Same store comparison includes only locations owned at least 13 months.

(d)	Excludes cigarettes.

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(a)	We adopted ASC 606 (Revenue from Contracts with Customers), as of January 1, 2018, and elected to report certain taxes on a net basis. We applied the standard using the modified retrospective method, and, therefore, comparative information continues to reflect certain taxes on a gross basis.

(b)	Results related to refining logistics and fuels distribution dropdown into MPLX are presented in the Midstream segment prospectively from February 1, 2018. Prior periods are not adjusted as these entities were not considered a business prior to February 1, 2018.

(a)	On owned common-carrier pipelines, excluding equity method investments.

(b)	Includes the results of the terminal assets beginning on April 1, 2016, the date the assets became a business.

(c)	Includes amounts related to unconsolidated equity method investments on a 100 percent basis.

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(a)	C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.

(a)	Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX and ANDX, which are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Retail segments.

(b)	2018 and 2017 includes MPC’s share of gains from the the sale of assets remaining from the canceled Sandpiper pipeline project. 2016 includes impairments of goodwill and equity method investments. See Item 8. Financial Statements and Supplementary Data – Notes16 and 17.

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(a)	Excludes depreciation and amortization.

(b)	Includes fees paid to MPLX and ANDX for various midstream services. MPLX and ANDX are reported in MPC’s Midstream segment.

(c)	Sales revenue less cost of refinery inputs and purchased products, excluding any LCM inventory market adjustment.

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(a)	2018 and 2017 margins and expenses do not reflect any results from the 41 travel centers contributed to PFJ Southeast, whereas they are reflected in the 2016 information. Our share of the net results from the joint venture is reflected in income from equity method investments.

(b)	The price paid by consumers or direct dealers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees (where applicable) and excluding any LCM inventory market adjustment.

(c)	The price paid by the consumers less the cost of merchandise.

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•	Cash used for additions to property, plant and equipment was primarily due to spending in our Midstream segment. See discussion of capital expenditures and investments under the “Capital Spending” section.

•	Cash used for acquisitions of $3.82 billion in 2018 primarily includes cash paid to Andeavor stockholders of $3.5 billion in connection with the acquisition of Andeavor on October 1, 2018.

•	Net investments were a use of cash of $393 million in 2018 compared to $743 million in 2017 and $288 million in 2016. Investments in 2017 primarily include MPLX’s $500 million investment in a partial interest in the Bakken Pipeline system.

•	Cash provided by disposal of assets totaled $54 million, $79 million and $101 million in 2018, 2017 and 2016, respectively. Cash provided in 2016 was primarily due to the sale of certain Speedway locations in the normal course of business.

(a)	The 2016 amount excludes an adjustment of $143 million to the fair value of equity method investments acquired in connection with the MarkWest Merger.

•

Long-term debt borrowings and repayments, including debt issuance costs, were a net $5.36 billion source of cash in 2018 compared to a $2.24 billion source of cash in 2017 and a $1.42 billion use of cash in 2016. During 2018, MPLX issued $7.75 billion of senior notes, redeemed $750 million of senior notes, borrowed and repaid $4.1 billion under the MPLX term loan, and borrowed and repaid $1.41 billion and $1.92 billion, respectively, under the MPLX Credit Agreement. In addition, MPC redeemed $600 million of senior notes. During 2017, MPLX issued $2.25 billion of senior notes, borrowed $505 million under the MPLX bank revolving credit agreement, repaid the remaining $250 million under the MPLX term loan agreement and we repaid the remaining $200 million balance under the MPC term loan agreement. During 2016, MPLX used proceeds from its issuance of the MPLX Preferred Units to repay amounts outstanding under the MPLX bank revolving credit facility and MPC chose to prepay $500 million under its term loan. See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our long-term debt.

•	Cash used in common stock repurchases totaled $3.29 billion in 2018, $2.37 billion in 2017, and $197 million in 2016 associated with the share repurchase plans authorized by our board of directors. See the “Capital Requirements” section for further discussion of our stock repurchases.

•

Cash used in dividend payments totaled $954 million in 2018, $773 million in 2017 and $719 million in 2016. The increase in 2018 was primarily due to an increase in our base dividend in addition to a net increase in the number of shares of our common stock outstanding due to issuances related to the Andeavor acquisition, partially offset by share repurchases. The increase in 2017 was due to an increase in our base dividend, partially offset by a decrease in the number of outstanding shares of our common stock as a result of share repurchases. Dividends per share were $1.84 in 2018, $1.52 in 2017 and $1.36 in 2016.

•	Distributions to noncontrolling interests increased $209 million in 2018 compared to 2017 and $152 million in 2017 compared to 2016, primarily due to an increase in MPLX’s distribution per common unit. In 2018, distributions to

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•	Cash proceeds from the issuance of MPLX common units were $473 million in 2017 and $776 million in 2016. Cash proceeds from the issuance of MPLX Preferred Units was $984 million in 2016. See Item 8. Financial Statements and Supplementary Data – Note 4 for further discussion of MPLX.

•	Cash used in financing activities in 2017 and 2016 included a portion of the payments to the seller of the Galveston Bay refinery under the contingent earnout provisions of the purchase and sale agreement.

(a)	Outstanding borrowings include $32 million in letters of credit outstanding under this facility. Excludes MPLX’s $2.25 billion bank revolving credit facility, which had no borrowings and $3 million of letters of credit outstanding as of December 31, 2018 and ANDX’s $2.10 billion bank revolving credit facilities, which had $1.25 billion outstanding as of December 31, 2018.

(b)	Excludes $68 million and $10 million of MPLX and ANDX cash and cash equivalents, respectively.

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(a)	Includes interest payments of $18.42 billion for our senior notes, the MPLX senior notes and the ANDX senior notes in addition to interest on the MPLX credit agreement and ANDX credit agreements, commitment and administrative fees for our credit agreement, the MPLX credit agreement, the ANDX credit agreements and our trade receivables facility.

(b)	Capital lease obligations represent future minimum payments.

(c)	Includes both short- and long-term purchases obligations.

(d)	These contracts include variable price arrangements. For purposes of this disclosure we have estimated prices to be paid primarily based on futures curves for the commodities to the extent available.

(e)	Primarily includes contracts to purchase services such as utilities, supplies and various other maintenance and operating services.

(f)	Primarily includes obligations for pension and other postretirement benefits including medical and life insurance, which we have estimated through 2028. See Item 8. Financial Statements and Supplementary Data – Note 22.

(a)	Capital expenditures include changes in capital accruals.

(b)	Includes capitalized interest of $80 million, $55 million and $63 million for 2018, 2017 and 2016, respectively. The 2019 capital investment plan excludes capitalized interest.

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(a)	Based on the American Petroleum Institute’s definition of environmental expenditures.

(b)	These amounts include spending charged against remediation reserves, where permissible, but exclude non-cash provisions recorded for environmental remediation.

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•	Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

•	Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the measurement date.

•	Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

•	assessment of impairment of long-lived assets;

•	assessment of impairment of intangible assets:

•	assessment of impairment of goodwill;

•	assessment of impairment of equity method investments;

•	recorded values for assets acquired and liabilities assumed in connection with acquisitions; and

•	recorded values of derivative instruments.

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•	Future margins on products produced and sold. Our estimates of future product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.

•	Future volumes. Our estimates of future refinery, retail, pipeline throughput and natural gas and NGL processing volumes are based on internal forecasts prepared by our Refining & Marketing, Retail and Midstream segments operations personnel.

•	Discount rate commensurate with the risks involved. We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.

•	Future capital requirements. These are based on authorized spending and internal forecasts.

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•	the discount rate for measuring the present value of future plan obligations;

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•	the expected long-term return on plan assets;

•	the rate of future increases in compensation levels;

•	health care cost projections; and

•	the mortality table used in determining future plan obligations.

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(a)	Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.

(b)	Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, 2018.

(c)	Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, 2018.

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(a)	The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”). See Notes 2 and 3 for further information.

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1.	DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

2.	SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

•	Refining & Marketing - The vast majority of our Refining & Marketing contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied

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•

Retail - Revenue is recognized when our customers receive control of the transportation fuels or merchandise. Payments from customers are received at the time sales occur in cash or by credit or debit card at our company-owned and operated retail locations and shortly after delivery for our direct dealers. Our retail operations offer a loyalty rewards program to its customers. We defer a minor portion of revenue on sales to the loyalty program participants until the participants redeem their rewards. The related contract liability, as defined in ASC 606, is not material to our financial statements.

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Midstream - Midstream revenue transactions typically are defined by contracts under which we sell a product or provide a service. Revenues from sales of product are recognized when control of the product transfers to the customer. Revenues from sales of services are recognized over time when the performance obligation is satisfied as services are provided in a series. We have elected to use the output measure of progress to recognize revenue based on the units delivered, processed or transported. The transaction prices in our Midstream contracts often have both fixed components, related to minimum volume commitments, and variable components, which are primarily dependent on volumes. Variable consideration will generally not be estimated at contract inception as the transaction price is specifically allocable to the services provided at each period end.

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3.	ACCOUNTING STANDARDS

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a reduction of sales and other operating revenues of $6.66 billion for the year ended December 31, 2018 due to our accounting policy election to present taxes incurred concurrently with revenue producing transactions and collected on behalf of our customers on a net basis. For the year ended December 31, 2017, taxes are reflected on a gross basis in sales and other operating revenues and cost of revenues, and include $5.15 billion of taxes that are now subject to our net basis accounting policy election.

•

an increase to both sales and other operating revenues and cost of revenues of $502 million for the year ended December 31, 2018 related to certain Midstream contract provisions for third-party reimbursements, non-cash consideration and imbalances that require gross presentation under ASC 606. Comparative information continues to be reported under the accounting standards in effect for those periods.

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4.	MASTER LIMITED PARTNERSHIPS

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5.	ACQUISITIONS

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(a)	Includes intangible assets.

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(a)	The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASC 606.

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6.	VARIABLE INTEREST ENTITIES

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(a)	The balances reflected here are ANDX’s historical balances as the preliminary purchase accounting adjustments related to ANDX’s assets and liabilities in connection with the Andeavor acquisition and reflected on our consolidated balance sheet as of December 31, 2018 have not yet been pushed down to this subsidiary.

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7.	RELATED PARTY TRANSACTIONS

(a)	Sales to related parties consists primarily of sales of refined products to PFJ Southeast, an equity affiliate which owns and operates travel plazas primarily in the Southeast region of the United States.

(b)	We obtain transportation services and purchase ethanol from certain of our equity affiliates, none of which is individually material.

8.	INCOME PER COMMON SHARE

9.	EQUITY

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10.	SEGMENT INFORMATION

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Refining & Marketing – refines crude oil and other feedstocks at our 16 refineries in the West Coast, Gulf Coast and Mid-Continent regions of the United States, purchases refined products and ethanol for resale and distributes refined products largely through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon® branded outlets.

•	Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway brand, and long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO brand.

•

Midstream – transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.

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(a)	Management believes intersegment transactions were conducted under terms comparable to those with unaffiliated parties.

(b)	Differences between segment totals and MPC totals represent amounts related to unallocated items and are included in “Items not allocated to segments” in the reconciliation below.

(c)	Capital expenditures include changes in capital accruals and investments in affiliates.

(e)	In 2016, the Refining & Marketing and Retail segments include an inventory LCM benefit of $345 million and $25 million, respectively.

(a)	Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX and ANDX, which are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Retail segments.

(b)	2018 and 2017 includes MPC’s share of gains from the the sale of assets remaining from the canceled Sandpiper pipeline project. 2016 includes impairments of goodwill and equity method investments. See Note 17.

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(a)	Capital expenditures include changes in capital accruals. See Note 20 for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.

(a)	The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASC 606.

11.	NET INTEREST AND OTHER FINANCIAL COSTS

(a)	See Note 22.

12.	INCOME TAXES

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13.	INVENTORIES

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14.	EQUITY METHOD INVESTMENTS

(a)	Excludes Sherwood Midstream LLC’s investment in Sherwood Midstream Holdings LLC.

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15.	PROPERTY, PLANT AND EQUIPMENT

16.	GOODWILL AND INTANGIBLES

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17.	FAIR VALUE MEASUREMENTS

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(a)	Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of December 31, 2018, cash collateral of $52 million was netted with mark-to-market derivative assets and $13 million was netted with mark-to-market liabilities. As of December 31, 2017, cash collateral of $8 million was netted with mark-to-market derivative liabilities.

(b)	We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.

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18.	DERIVATIVES

(a)	Includes embedded derivatives.

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(a)	Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 7,470 long and 6,800 short; Refined products - 450 long and 450 short; Blending products - 2,678 long and 2,767 short

19.	DEBT

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20.	SUPPLEMENTAL CASH FLOW INFORMATION

(a)	2017 includes MPLX’s contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings. 2016 includes Speedway’s contribution of travel plaza locations to new joint venture with Pilot Flying J. See Note 5.

(a)	The restricted cash balance is included within other current assets on the consolidated balance sheets.

(b)	As a result of the adoption of ASU 2016-18, the consolidated statements of cash flows now explain the change during the period of both cash and cash equivalents and restricted cash.

(a)	Included in All other, net – Operating activities on the consolidated statements of cash flows.

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(a)	These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 22.

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22.	DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS

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(a)	Amounts exclude those related to LOOP and Explorer, equity method investees with defined benefit pension and postretirement plans for which net losses of $18 million and less than $1 million were recorded in accumulated other comprehensive loss in 2018, reflecting our ownership share.

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(a)	Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.

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•	Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.

•	If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

•	If we choose to stop participating in the multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

(a)	This agreement has a minimum contribution requirement of $328 per week per employee for 2019. A total of 258 employees participated in the plan as of December 31, 2018.

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23.	STOCK-BASED COMPENSATION PLANS

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24.	LEASES

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25.	COMMITMENTS AND CONTINGENCIES

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(a)	During the fourth quarter of 2017, we recorded a tax benefit of approximately $1.5 billion as a result of remeasuring certain deferred tax liabilities using the lower corporate tax rate enacted under the TCJA.

(b)	Includes sales to related parties. The 2018 periods reflect an election to present certain taxes on a net basis concurrent with our adoption of ASC 606.

(c)	The sum of the per-share amounts for the four quarters may not always equal the annual per-share amounts due to differences in the average number of shares outstanding during the respective periods.

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1)	8,422,192 stock options granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan and not forfeited, cancelled or expired as of December 31, 2018. The amounts in column (a) do not include 302,403 stock options granted under the Andeavor Plans and not forfeited, cancelled or expired as of December 31, 2018.

2)	158,423 restricted stock units granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of December 31, 2018. The amounts in column (a) do not include 4,068,433 restricted stock units granted under the Andeavor Plans and not forfeited, cancelled or expired as of December 31, 2018.

3)

288,039 shares as the maximum potential number of shares that could be issued in settlement of performance units outstanding as of December 31, 2018 pursuant to the MPC 2012 Plan, based on the closing price of our common stock on December 31, 2018 of $59.01 per share. The number of shares reported for this award vehicle may overstate dilution. See Note 23 for more information on performance unit awards granted under the MPC 2012 Plan.

(b)	Restricted stock, restricted stock units and performance units are not taken into account in the weighted-average exercise price as such awards have no exercise price. Further, the outstanding stock options granted under the Andeavor Plans were not taken into account in the weighted-average exercise price.

(c)

Reflects the shares available for issuance pursuant to the MPC 2012 Plan. All granting authority under the MPC 2011 Plan was revoked following the approval of the MPC 2012 Plan by shareholders on April 25, 2012, and all granting power under the Andeavor Plans was revoked at the time of the Andeavor Merger. No more than 16,138,076 of the shares reported in this column may be issued for awards other than stock options or stock appreciation rights. The number of shares reported in this column assumes 288,039 as the maximum potential number of shares that could be issued pursuant to the MPC 2012 Plan in settlement of performance units outstanding as of December 31, 2018, based on the closing price of our common stock on December 31, 2018, of $59.01 per share. The number of shares assumed for this award vehicle may understate the number of shares available for issuance pursuant to the MPC 2012 Plan. See Note 23 for more information on performance unit awards granted pursuant to the MPC 2012 Plan. Shares related to grants made pursuant to the MPC 2012 Plan that are forfeited, cancelled or expire unexercised become immediately available for issuance under the MPC 2012 Plan.

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†	The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

*	Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the Registrant may be participants.

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