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Marathon Petroleum Corp. prices $1.5 billion senior notes offering

FINDLAY, Ohio, Dec. 7, 2015 - Marathon Petroleum Corporation (NYSE: MPC) has priced $1.5 billion in aggregate principal amount of unsecured senior notes in an underwritten public offering consisting of three series of senior notes:

  • $600 million aggregate principal amount of 2.700% senior notes due in 2018
  • $650 million aggregate principal amount of 3.400% senior notes due in 2020
  • $250 million aggregate principal amount of 5.850% senior notes due in 2045

The 2018 senior notes, the 2020 senior notes and the 2045 senior notes were offered at a price to the public of 99.920%, 99.872% and 99.747%, of par, respectively.

MPC intends to use the net proceeds from this offering to fund the repayment of all $750 million aggregate principal amount of its 3.500% senior notes due 2016, at maturity or otherwise, and for general corporate purposes, which may include investments in and advances to its affiliates and subsidiaries, including MPLX LP.

The closing of the senior notes offering is expected to occur on Dec. 14, 2015, subject to satisfaction of customary closing conditions.

J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Goldman, Sachs & Co.; and Mizuho Securities USA Inc. are acting as joint book-running managers for the offering.

This offering is being made only by means of a prospectus and related prospectus supplement, which may be obtained for free by visiting the Securities and Exchange Commission's website at Alternatively, copies may be obtained by contacting the following, who are acting as representatives of the underwriters:

J.P. Morgan Securities LLC
Attention: High Grade Syndicate Desk - 3rd Floor
383 Madison Avenue
New York, NY 10179

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Attention: Prospectus Department
222 Broadway, 11th Floor
New York, NY 10038
Telephone: 1-800-294-1322

Goldman, Sachs & Co.
Attention: Prospectus Department
200 West Street, New York, NY 10282
Telephone: 1-866-471-2526
Facsimile: 212-902-9316

Mizuho Securities USA Inc.
Attention: Debt Capital Markets
320 Park Avenue
New York, NY 10022
Telephone: 1-866-271-7403.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


About Marathon Petroleum Corporation

MPC is the nation's fourth-largest refiner, with a crude oil refining capacity of approximately 1.8 million barrels per calendar day in its seven-refinery system. Marathon brand gasoline is sold through approximately 5,600 independently owned retail outlets across 19 states. In addition, Speedway LLC, an MPC subsidiary, owns and operates the nation's second-largest convenience store chain, with approximately 2,760 convenience stores in 22 states. MPC owns, leases or has ownership interests in approximately 8,300 miles of crude and light product pipelines and 5,000 miles of gas gathering and natural gas liquids (NGL) pipelines. MPC also has ownership interests in 51 gas processing plants, 10 NGL fractionation facilities and one condensate stabilization facility. Through subsidiaries, MPC owns the general partner of MPLX LP, a midstream master limited partnership. MPC's fully integrated system provides operational flexibility to move crude oil, NGLs, feedstocks and petroleum-related products efficiently through the company's distribution network and midstream service businesses in the Midwest, Southeast and Gulf Coast regions.

Investor Relations Contacts:
Geri Ewing (419) 421-2071
Teresa Homan (419) 421-2965

Media Contacts:
Chuck Rice (419) 421-2521
Jamal Kheiry (419) 421-3312

This press release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are based on management's current expectations and relate to, among other things, plans regarding the use of proceeds from this offering of senior notes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond MPC's control and are difficult to predict. Any forward-looking projections or statements should be considered in conjunction with the cautionary statements and factors set forth under the heading "Risk Factors" in MPC's Annual Report on Form 10-K for the year ended Dec. 31, 2014, and other reports filed with the SEC. In addition, unpredictable or unknown factors not discussed here or in MPC's SEC filings could also have material adverse effects on forward-looking statements. Copies of MPC's Form 10-K are available on the SEC website or by contacting MPC's Investor Relations office.


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