Welcome to today's webcast and conference call. We're very pleased to be announcing MPLX agreement to acquire Andeavor Logistics this morning.

Given our cancellation of MPLX' earnings call, we will also be providing some highlights on the first quarter. The synchronized slides that accompany this call can be found on mplx.com under the Investors tab or on andeavorlogistics.com under the Investor tab.

On the call today are Gary Heminger, Chairman and CEO of Marathon Petroleum, MPLX and Andeavor Logistics. Mike Hennigan, President of MPLX; Pam Beall, CFO of MPLX; as well as other members of both the MPLX and ANDX executive teams.

We invite you to read the safe harbor statements and non-GAAP disclaimer on Slide 2. It's a reminder that we will be making forward-looking statements during the call and during the question-and-answer session that follows.

Actual results may differ materially from what we expect today. Factors that could cause actual results to differ are included there, as well as with our filings with the SEC.

Slide 3 contains additional information related to the proposed transaction. Investors and security holders are encouraged to read the registration statement, which will include a consent statement and prospectus to be filed with the SEC as well as other relevant documents filed with the SEC.

Now I will turn the call over to Gary Heminger.

Thanks, Kristina. Good morning to everyone, if you please turn to Slide 4.

We're very pleased to announce the successful conclusion of our evaluation to combine our 2 MLPs. This morning, MPLX announced an agreement to acquire Andeavor Logistics in a unit-for-unit exchange.

MPLX' acquisition of ANDX simplifies our MLPs into a single-list identity and creates a leading large-scale diversified midstream company anchored by fee-based cash flows with an expanded geographic footprint and enhanced long-term growth opportunities. Slide 4 provides the highlights of the transaction.

Under the terms of the merger agreement, MPLX intends to acquire ANDX in a unit-for-unit transaction at a blended exchange ratio of 1.07x. This represents a roughly 1% premium to market with an equity value of approximately $9 billion, and an enterprise value of $14 billion for the acquired entity.

The transaction is expected to be immediately accretive to MPLX unitholders on projected distributable cash flow and provides an approximately 7% premium to ANDX public unitholders. Using the guidance from Investor Day, MPLX' pro forma adjusted EBITDA would be approximately $5.3 billion, and distributable cash flow would be roughly $4.1 billion in 2019.

These levels will support an impressive distribution coverage of approximately 1.4x, a leverage ratio of approximately 4x and an enhanced credit profile. The transaction has been unanimously approved by MPLX' and ANDX' respective conflicts committees and both Boards of Directors.

As part of the transaction, MPC, which represents approximately 64% of ANDX's common units has entered into a parental support agreement for the transaction. We anticipate the transaction will close in the second half of 2019.

On Slide 5, you can see the simplification that will result from the combination. Both entities had a similar business mix with roughly 60% Logistics and Storage assets and roughly 40% Gathering and Processing assets.

On a go-forward basis, we expect combined company will have 2 segments. As shown on Slide 6, the evolution of MPLX has been impressive.

We began as an MLP in 2012 and since then, we have pursued a number of strategic steps focused on value creation. We have significantly expanded both our footprint and our longer-term structurability to create market trends -- to capture market trends.

Through the elimination of the IDRs, we streamlined the structure, improved our cost of capital and enhanced our overall ability to be competitive among our peers.

Today marks another significant milestone. Once this combination is complete, we will have created one of the best-positioned midstream platforms in the industry for long-term value creation.

Now I will turn the call over to Mike Hennigan to expand on the strategic vision that will carry our partnership forward. Mike will remain as President of the MPLX and lead all the midstream initiatives.

Mike?

Thanks, Gary. We've been very eager to move forward this combination since MPC's acquisition of Andeavor and are enthusiastic about the opportunities it brings to the partnership.

This merger fosters a more powerful presence in key producing regions and enhances our commercial opportunity to capture market trends.

Turning to Slide 7, let me remind you the strategic priorities we outlined at Investor Day. Key tenet of our strategy is capturing the full midstream value chain by connecting growing crude, NGL and natural gas production to the global market.

To accomplish this, we will continue to prioritize long-haul pipelines and export infrastructure, which will provide enhanced long-term cash flow stability. These projects benefit from our ability to leverage existing assets.

We expect the Permian basin to be a source of long-term growth for our expanded midstream business and expect to be an active player providing logistics solutions in the basin. We will continue to leverage the relationship with MPC to enhance projects through volume commitments and providing efficient and value-added logistic solutions for MPC's nationwide platform.

We continue to believe in the Marcellus as an attractive growth opportunity and pursuing discipline, just-in-time investments to support our producer customers in the region. We believe that the Northeast has the lowest cost structure for pure-play natural gas production in the U.S, which provides additional opportunities for processing investments.

We've seen consistent volume growth in our Northeast footprint and expect this trend to continue. As we deploy capital, we're focused on financial discipline, including maintaining our investment-grade credit profile, targeting mid-teens returns on our growth investments and maintaining a self-funding strategy for the equity portion of our capital investment.

Moving to Slide 8, we are especially enthusiastic about the combined presence in the Permian basin. A powerful combination of gathering, processing and long-haul pipeline infrastructure and services across the hydrocarbon value chain including crude, natural gas and NGLs.

This combination strengthens our ability to participate in integrated downstream projects with a number of key partners. We have a number of organic projects in development that have strategic rationale to bring third-party revenues into the enterprise and/or create a synergy with MPC.

Gray Oak and Wink-to-Webster. ANDX' Conan system currently has 250,000 barrels per day of capacity and is expandable up to 500,000 barrels per day.

On the natural gas side, we're developing a super system, very similar to what we have up in the Northeast. We have 2 plants currently running, Argo and Hidalgo, and have 3 additional processing plants in various stages of development, including the Torñado plant which is targeted for completion in the third quarter of this year.

The combined broader footprint will allow us to build on existing producer relationships and capture expanded commercial opportunities.

As shown on Slide 10, we've signed an LOI to partner in the announced Exxon, Plains, Lotus Wink-to-Webster project. As we've discussed before, we were previously evaluating the PGC Pipeline project.

Although we had sufficient commitments to proceed with PGC, we decided to join the larger Wink-to-Webster project as a way of delevering -- I'm sorry, the way of delivering capital efficiency and the opportunity to achieve a much higher return on invested capital. Pipelines plans to have origination points in Wink and Midland, Texas with the capacity of approximately 1.5 million barrels per day.

Pipeline plans to have destination points in Houston market including MPC's Galveston Bay refinery in Texas City. Our expectation is that we will have an approximately 15% equity in the project, which is targeted to be in service in the first half of 2021.

On Slide 11, we highlight our planned natural gas and NGL pipelines in the Permian. The natural gas takeaway project is called Whistler Pipeline, the 42-inch, 2 billion cubic feet per day pipeline that would transport natural gas from Waha to Agua Dulce.

The NGL pipeline is called BANGL, which stands for Belvieu Alternative for NGLs. We plan to move NGLs from the Permian basin to the Sweeney area where fractionation will occur, ethane will be consumed in the local areas at start, propane will be exported and the butanes and gasolines will be optimized or exported.

BANGL has a planned initial capacity of approximately 500,000 barrels per day and is expected to be operational in early 2021. We've made significant progress on both Whistler and BANGL since originally announcing them last year, we are finalizing documentation with counterparties and expect to announce a final investment decision in the very near future.

On Slide 12, we have 5 export facilities operational or under development along the Gulf Coast to provide the ability to meet global demand for U.S. production and enhance our ability to generate third-party revenue.

We are enthusiastic about the prospects for the South Texas Gateway terminal, which will provide crude export opportunities for shippers on Gray Oak and other pipelines. Additionally, MPLX completed an open season on the reversal of the Capline pipeline, which is partially owned by MPC.

We're very happy to report that we've received significant shipper interest for both light and heavy crude, providing the opportunity to move forward with plans to start light oil deliveries in September of 2020 and heavy oil deliveries in 2022. This project will allow Cushing supply to reach the Eastern Gulf and open the ability to export crude via Louisiana Offshore Oil Port, commonly referred to as LOOP.

To conclude, we remain intensely focused on investing in high-return projects while maintaining financial discipline. Partnering on the various Permian pipelines we discussed, demonstrates our capital-efficient approach to investing.

By consolidating the investment program of both partnerships, we will have the opportunity to be even more selective with our investments. Let me now turn the call over to Pam to cover some of MPLX first quarter highlights.

Thanks, Mike. Turning to our financial highlights on Slide 14, we reported adjusted EBITDA of $930 million for the quarter, a 22% increase over the first quarter of 2018.

The Logistics and Storage segment reported $559 million or 60% of our total adjusted EBITDA, while Gathering and Processing contributed $371 million in adjusted EBITDA. Distributable cash flow of $757 million, also increased 22%.

And we returned approximately $543 million to our common and preferred

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shows the change in adjusted EBITDA from the first quarter of 2018 to the first quarter of 2019. Since the prior year quarter, we

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million. The drop-downs from MPC completed on February 1 of last year, generated an increase in adjusted EBITDA of $69 million.

Organic growth in the Logistics and Storage segment contributed $53 million, an increase of 12%. This growth was driven primarily by higher volumes on the Ozark and Wood River to Patoka crude pipeline systems, higher product throughputs and EBITDA from other recently completed investments.

The Gathering and Processing segment contributed $48 million in EBITDA from organic growth. This increase was driven by strong year-over-year volume growth across all services and especially in the Northeast.

Total gathered volumes increased 19% over the first quarter of 2018. Total processed volumes increased 18%.

In the Northeast, we experienced significant volume growth at our Sherwood and Harmon Creek complexes, which both had new plants placed in service in the fourth quarter. In the Southwest, we also experienced significant increase in volumes at our Argo Plant in the Delaware Basin.

Fractionated volumes increased 17% over the first quarter of last year, supported by expanded capacity also completed in the fourth quarter of last year. The strong growth in volumes we experienced for the first quarter was partially offset by a lower product margins as a result of lower NGL prices.

Just as a reminder, every $0.05 change to the NGL basket is approximately $23 million a year impact.

Slide 16 provides a summary of key financial highlights and select balance sheet information. We ended the quarter with approximately $2.9 billion of liquidity, including $1.8 billion available on our bank revolver and $1 billion available on the intercompany facility with MPC.

With strong growth and distributable cash flow and distribution coverage of 1.41x, we expect to fund the equity portion of our capital investments with retained cash from operations and see no need to issue public equity. We ended the quarter with a leverage ratio of 3.9x, and are comfortable with leverage of approximately 4x that supports an investment-grade credit profile.

MPLX has a strong track record of returning capital to unitholders and last week, we declared a distribution of $0.6575 per common unit, that's a penny increase. We expect to maintain the distribution growth of $0.01 per quarter for 2019.

And now I'll turn the call back over to Kristina for Q&A.

Thanks, Pam. [Operator Instructions] With that, we will now open the call to questions.

Thinking about the combined entity going forward, if you could talk a bit more about how you focus across the different basin that you have exposure to, there's a lot of different basins that you are exposed to, I'm just wondering where you'd focus your growth initiatives across these basins and some of the ones that have no growth or could be declining, would those -- could those possibly be divested?

Jeremy, unfortunately, you did not come into the -- over the microphone right at the beginning, could you start and repeat your question?

Sure. So I just want to touch base on combined entity.

You have exposure to a lot of different basins and want to see where you'd focus your growth initiatives across those different assets. And if there's certain assets in the portfolio that aren't growing or could be shrinking, could those be candidates for divestiture?

Jeremy, this is Mike. One of the things that we're most excited about in this acquisition is the combination of assets that we have in the Permian.

You've heard us talk about concentration in that area and MPLX' goals in that area with our Gathering and Processing system, as well as our crude initiatives are very complemented by Andeavor's Gray Oak system, as well as the Conan gathering system. So our Permian combination footprint is one of the things that has us most excited about this combination.

I think you're going to see a lot more activity from us in the area as time goes on and having the assets in the combined model gives us a lot of things to be excited about. As far as looking over the portfolio, we're going to continually look and optimize our portfolio as time goes on.

We don't have anything to disclose at this point. But that's always an ongoing process for the partnership.

That's helpful. And just want to touch on Andeavor here a bit, seems like the EBITDA in 1Q missed the Street by a bit here.

And so just want to see, not sure, if they're tracking the guidance as they had stated before and does this performance kind of factor into the deal terms that you guys agree to?

Yes, this is Don Sorensen, Jeremy. So for first quarter what we ended up with was there was approximately about $10 million worth of onetime items that impacted 1Q.

Otherwise that was really the primary driver in there and I'll let Gary speak to how that may have factored into anything in the deal.

Well, of course, if you look at all the financial forecast going forward. I would say that it had a very limited if any effect on the transaction.

Okay. Great.

And then sorry, just to clarify, with Capline was FID taken at this point, I'm not sure if you had said that exactly?

Yes, this is Mike, Jeremy. So we just closed the open season yesterday.

What I'm communicating to the market is we have significant interest to move forward. But the process has to play out, we have to get with the owners, share all the information.

But we are highly confident that we've received enough support that we believe Capline is going to reverse and start light oil in September of 2020 and heavy oil in the early part of 2022. But we have to continue with the process, get through the owners, notify the people who were committed shippers, et cetera.

So just closed yesterday so it's very fresh but we wanted to communicate to the market that we got significant support.

Maybe to start off, on a stand-alone basis, are there any changes to your EBITDA expectations for both MPLX and for ANDX for 2019 and 2020?

Yes, Shneur. So one of the things that we're trying to communicate, so on -- as far as guidance going forward, Pam has stated that our distribution guidance will stay at a $0.01 per quarter for MPLX and for the combined entity.

So that's one piece, we're also reaffirming our volume guidance that we have given -- we had given 8 quarters of volume guidance, we're only 1 quarter into that time frame. And I know there's a lot of questions related to the Northeast on a volume basis.

So let me just give you a little bit of facts around that. Our first quarter gathering up in the Northeast was 26% year-on-year growth.

Our processing was 18% year-on-year growth, and our fractionation was 17% year-on-year growth. So we're very conscious of the concept out there about producers living within cash flow and potentially slowing as time goes on.

Right today, we're not seeing that in the estimates that we have or in the actual Q1 results but at this point, we're still reaffirming that guidance that we have given. And that's all the guidance that we're reaffirming at this point, as far as 2020, we'll take that up towards the end of the year.

Okay. Fair enough.

As a follow-up question, you talked about a lot of projects in your prepared remarks, specifically wanted to ask about BANGL, you've got fracs, talked about LPG exports and so forth. Would you expect your leverage to be manageable during that kind of a process, I think you also have Capline as well too.

And would it be possible, or are you considering JV partners, some of your peers have talked about potentially doing a -- an LPG export facility, for example, just kind of wondering your thoughts and maybe if you can share return expectations as well too?

Yes, Shneur. To answer the first part of your question, yes, we are expecting to partner.

Today, we're announcing that we've moved into the crude project, Wink-to-Webster where there's many other project -- partners, Exxon, as well as Plains and Lotus. So that's what's happening on the crude side.

As far as Whistler and BANGL, specifically to that question, we do anticipate reaching FID very shortly is our expectation. And yes, there will be partners involved in those projects as well.

And to your ultimate question is -- and this was one of the things that was brought up at our Investor Day is, we are guiding our capital to include those projects at this point. So we're expecting to maintain our capital numbers as well as our leverage numbers that you're asking about.

And return assumptions as well too?

Yes. So we haven't given individual projects, Shneur.

But we have been saying that we're targeting mid-teens returns on each of the projects that we engage in. But we haven't given any individuals on each of those projects.

Congrats on getting over the finish line here. First question just around synergies.

Are you able to quantify any potential operating synergies in this deal and along those lines, is there any obvious capital -- excuse me, capital avoidance synergies that you can point to?

Yes. So at Investor Day we guided for a $55 million of total synergies that would break out to about $25 million regarding the transaction itself and about $30 million that's irrespective of the transaction.

So we're reaffirming $55 million of midstream synergies for the MPC family. As far as the capital numbers, we expect, on a go-forward basis, that we'll have a much larger footprint that will enable us to more efficiently high-grade our portfolio and look for where we can get the highest returns on invested capital.

But we're excited to have the bigger platform, combining the MLPs will give us more opportunities and at the same time, allow us to be more selective as to where we invest capital.

Okay. I appreciate that.

And maybe along those lines, can you provide a little more color on how you actually see the combination enhancing the position in the Permian. Obviously, you've got assets there, there is some degree of overlap but maybe just more specifics on how that's actually going to be value creating?

Yes. Not to be repetitive but I was just trying to say earlier, that MPLX footprint in the area is strong in the Gathering and Processing area on natural gas and NGLs.

The ANDX footprint in the area is very strong on the crude side with the crude gathering system. And we have 2 individual crude to pipeline projects, both Gray Oak, under development about to start up at the end of '19, which we're very excited about getting that on and getting cash flows from it.

And as well as we just announced that we'll be in a crude project, which will start up in early '21. And we're also continuing to develop the Whistler and BANGL, which we're hoping to have real shortly.

So I think the messaging there is the Gathering and Processing combination from the Andeavor and MPLX is powerful in a combination, as well as synergistic on the long-haul pipeline side. So that's one of the areas that I'd say we're most excited about bringing the combined assets together.

I just want to go back to the -- just to make sure that I heard that correctly on the guidance. So you had previous stand-alone EBITDA guidance for '19 and '20 for both MPLX and ANDX.

I guess, can you just update us on where that stands today?

Yes, Michael, what I was saying is what we're reiterating is that MPLX will be offering $0.01 per quarter guidance through the end of the year as far as distribution, which is what we stated at Investor Day. So we are reaffirming that, we are reaffirming the volume guidance on the numbers that I had given you earlier.

The only other thing that I didn't mention earlier is everybody should take into account some NGL pricing sensitivity that Pam mentioned in her prepared remarks. We've consistently given what our sensitivity is in that area, so that's the one area that I think people should take into account as they look at going forward.

Other than that, we are not reaffirming anything other than what I just spoken about and we will relook at this once the combination is closed and our outlook is more clear for 2020.

Okay. Got it.

And then, in terms of BANGL and Whistler, I just want to make sure I'm hearing correctly with your communication on that. It seems like you are sort of pointing to the fact that you think you're going to be able to move forward with FID on both of those projects.

I just wanted to make sure I heard that tone correctly. And then, secondarily, anything you can share in terms of who the partners are in Whistler at this point because as you know, at least 2 out of those 4 partners of the original project are no longer at least equity owners.

So anything to share there will be great.

Yes. So you are picking up the right tone.

We remain very confident that we're going to get there but we are not at the signed documentation with everybody at this point. I was hoping that we would be FID by the time we got to the call but we're very close.

So the partners that we have identified publicly are still White Water Midstream as our partner, all the other partners that are in the project potentially, we're not disclosing at this point. We are in documentation phase with a variety of parties, counterparties, as you would expect, say, on a natural gas pipeline, there's many parties who are looking to contribute and commit to the 2 Bcf pipeline.

But we don't have all the documentation together at this point. So I think you're picking up the right tone, we're confident but until we get signed documentation, we'll remain disciplined and we won't move forward until we got that.

So hopefully, FID very shortly, positive indications and hoping to get it across the finish line shortly.

On Wink-to-Webster, you referenced 15% equity, do you expect an undivided joint interest basis, just trying to understand your control of the barrels there.

No, we're looking at an outright JV. Joining the project as the JV with the existing partners that are part of it, like I said, there is -- we've signed an LOI, we have agreement in principle on major points of it.

But we still have to get to a final documentation but it's our expectation that we'll do that, and then we'll be part of the project as a JV partner.

Okay, understood. And then, with the MLP combination analysis and progress on the some of the MPC-owned midstream assets, any updated thoughts on drops, what assets may make sense in this and then more specifically, are you able to do drops prior to the close of the MLP deal?

So we don't have anything to guide on that area, but we do know that MPC has some terrific midstream assets. Gray Oak still sits at MPC, Capline still sits at MPC, South Gateway still sits at MPC, so these are all opportunities for the Marathon family going forward.

Mike, I think you touched on this a little bit with the Capline reversal, kind of thoughts and expectations, but I think in the slide that also mentions a potential expansion of LOOP. Can you may be go in a little more detail there?

Yes. What I was trying to say, Justin, earlier is, we just closed the open season yesterday.

So notification haven't occurred, the owner meeting haven't occurred. So it's very early on the process but since we had the call today, I at least wanted to communicate to the market that the open season closed, we got significant volumes, our expectation is that we will move forward.

But the next step in the process is working with each of the individual owners and we do have an expectation that the shippers who are committing will want to export via LOOP. As we've mentioned many times, LOOP is the only VLCC capable port in the U.S., it's obviously a strategic asset on the Eastern Gulf.

Marathon holds a very strong interest in that and we expect over time, that, that will become the premier export facility on the Eastern Gulf.

Understood. And I guess, a follow-up is may be again on capital here.

If you add the 2 gross capital numbers for 2020 together between MPLX and ANDX, it's $2.6 billion in the guidance. Is that the right number to think about on a pro forma basis or are we not ready to disclose that here?

No, I think you're going to see some more information from us at a later date. It's our expectation that we'll sit down and look and see how we can high-grade the project.

But for 2019, I think that's still very good guidance at this point. But on a go-forward basis, what we're excited about is an expanded opportunity set, with all the assets that we have and then the ability to also high-grade that from the backlog that sits at MPLX, as well as ANDX.

So we got 2 strong growth platforms that we'll be combining and then looking to high grade is the way to think about it.

Congratulations on all of this, a lot to say grace over. Couple of questions, just on the Wink-to-Webster project, I guess, so that goes to Webster, obviously, Texas City little further down, you're talking about the export terminal at Texas City.

But just -- it seems like just NGL. Is it -- could you be exporting crude from Texas City?

And will -- what should we assume just Webster, you'll extend that pipeline from there?

That's correct. I mean, the project's named Wink-to-Webster but obviously, our interest is getting down to Texas City where we do have a tank farm that will have export capabilities as well.

So yes, the base case is to connect Webster down to the Marathon system in Texas City to support the refinery at Galveston Bay, as well as to support the tank farm that's owned by MPLX for any shippers that want to export. So that's the next phase of development that we'll engage with this process.

So I think the takeaway is that it's a good pipeline project that comes into the area, synergy for MPC, additional growth for MPLX, so we're excited about that moving forward.

Okay. And if I could just -- my follow-up maybe, again, just another detail.

You talked about the Gulf Coast fractionation, 3 potential fractionators. Are those third-party fractionators that you're talking about or is that something that would be within the Marathon family?

So a little bit of both. As I said on all these projects we expect to have partners, so we expect to have equity interest in the assets as well as having partners that will also have equity interest in the assets.

So our goal is to put ourselves in a position where we maintain an important level of capital investment, at the same time diversifying our portfolio across crude, natural gas and NGL. So diversification is part of this.

Our expectation is to have equity in each of the projects at the same time, have partners in each of them as well.

All right. Operator, it looks like there are no further questions at this time.

So thank you for your interest in MPLX and our strategic combination with Andeavor Logistics. Should you have additional questions or would like clarifications on topics discussed this morning, the IR team and I will be available to take your calls.

Thank you so much for joining our call today.