"This presentation contains forward-looking statements within the meaning of federal securities laws regarding Marathon PetroleumCorporation (""MPC"") and MPLX LP (""MPLX""). These forward-looking statements relate to, among other things, expectations, estimates and projections concerning the business and operations of MPC and MPL. You can identify forward-looking statements by words such as ""anticipate,"" ""believe,"" ""design,"" ""estimate,"" ""expect,"" ""forecast,"" ""goal,"" ""guidance,"" ""imply,"" ""intend,"" ""objective,"" ""opportunity,"" ""l n,"" ""position,"" ""pursue,"" ""prospective,"" ""predict,"" ""project,"" ""potential,"" ""seek,"" ""strategy,"" ""target,"" ""could,"" ""may,"" ""should,"" ""would,"" ""will"" or other similar expressions that convey the uncertainty of future events es. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the companies' control and are difficult to predict.that could cause MPC's actual results to differ materially from those implied in the forward- looking statements include: risks described below relating to MPLX and the MPLX/MarkWest Energy Partners, L.P. (""MarkWest"") m erger; changes to the expected construction costs and timing of projects; continued/further volatility in and/or degradation of market and industry conditions; the availability and pricing ol nd other feedstocks; slower growth in domestic and Canadian crude supply; the effects of the lifting of the U.S. crude oil export ban; completion of pipeline capacity to areas outside the U.S. Midwest; consumer demandfor refined products; transportation logistics; the reliability of processing units and other equipment; MPC's ability to successfully implement growth opportunities; modifications to MPLX earnings and distribution gth objectives; 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/orenforcement actions initiated thereunder; changes to MPC's capital budget; the timing and amount of the impairment related to MPC's investment in North Dakota Pipeline Company LLC; other risk factors inherent to MP's industry; and the factors set forth under the heading ""Risk Factors"" in MPC's Annual Report on Form 10-K for the year ended Dec. 31, 2015, filed with Securities and Exchange Commission (SEC). Factors that could cause MPLX's actual results to differ materially from those implied in the forward- looking statements include: negative capital market conditions, including a persistence or increase of the current yicmmon units, which is higher than historical yields, adversely affecting MPLX's ability to meet its distribution growth guidance; the time and costs required to consummate the proposed transactions described herein; tstisfaction or waiver of conditions in the agreements governing the proposed transactions described herein; our ability to achieve the strategic and other objectives related to the proposed transactions described hereni; risk that the synergies from the acquisition of MarkWest by MPLX may not be fully realized or may take longer to realize than expected; disruption from the MPLX/MarkWest merger making it more difficult to maintain relationships with customers, employees or suppliers; risks relating to any unforeseen liabilities of MarkWest; the adequacy of MPLX's capital resources and liquidity, including, but not limitevilability of sufficient cash flow to pay distributions, and the ability to successfully execute its business plans and growth strategy; the timing and extent of changes in commodity prices and demand for crude oil, refined porducts, feedstocks or other hydrocarbon-based products; continued/further volatility in and/or degradation of market and industry conditions; changes to the expected construction costs and timing of projects; completion of midstream infrastructure by competitors; disruptions due to equipment interruption or failure, including electrical shortages and power grid failures; the suspension, reduction or termination ofMPC's obligations under MPLX's commercial agreements; modifications to earnings and distribution growth objectives; the level of support from MPC, including dropd-owns, alternative financing arrangements, takingequity units, and other methods of sponsor support, as a result of the capital allocation needs of the enterprise as a whole and its ability to provide support on commercially reasonable terms; compliance with rl and state environmental, economic, health and safety, energy and other policies and regulations and/or enforcement actions initiated thereunder; changes to MPLX's capital budget; other risk factors inherent toMPLX's industry; and the factors set forth under the heading ""Risk Factors"" in MPLX's Annual Report on Form 10-K for the year ended Dec. 31, 2015, and Quarterly Report on Form 10Q - for the quarter ended March 31, 2016, filed with the SEC. In addition, the forwardl-ooking statements included herein could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed here, in MPC's ForK-, or in MPLX's Form 10-K or Form 10-Q could also have material adverse effects on forward-looking statements. Copies of MPC's Form 10-K are available on the SEC website, MPC's website at http://ir.marathonpetroleum.com or by contacting MPC's Investor Relations office. Copies of MPLX's Form 10-K and Form 10-Q are available on the SEC website, MPLX's website at http://ri.mplx.com or by contacting MPLX's Investor Relations office. Non-GAAP Financial Measures EBITDA, Adjusted EBITDA and distributable cash flow are non-GAAP financial measures provided in this presentation. EBITDA, Adjusted EBITDA and distributable cash flow reconciliations to the nearest GAAP financial measure are included in the Appendix to this presentation. EBITDA, Adjusted EBITDA and distributable cash flow arenot defined by GAAP and should not be considered in isolation or as an alternative to net income attributable to MPC or MPLX, net cash provided by operating activities or other financial measures prepared in accoacewith GAAP. The EBITDA forecasts related to certain projects were determined on an EBITDA-only basis. Accordingly, information related to the elements of net income, including tax and interest, are not availableand, therefore, reconciliations of these non-GAAP financial measures to the nearest GAAP financial measures have not been provided. 2"
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