Obligation Marathon Oil 2.7% ( US56585AAK88 ) en USD

Marathon Oil

100 % ⇌

Etas-Unis

US56585AAK88 ( en USD )

2.7% par an ( paiement semestriel )

14/12/2018 - Obligation échue

Prospectus brochure de l'obligation Marathon Petroleum US56585AAK88 en USD 2.7%, échue

2 000 USD

600 000 000 USD

56585AAK8

Marathon Petroleum Corporation est une société américaine intégrée d'énergie, impliquée dans le raffinage, la distribution et la vente de produits pétroliers, ainsi que dans la production et la commercialisation de pétrole brut et de gaz naturel.

L'Obligation émise par Marathon Oil ( Etas-Unis ) , en USD, avec le code ISIN US56585AAK88, paye un coupon de 2.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2018

L'Obligation émise par Marathon Oil ( Etas-Unis ) , en USD, avec le code ISIN US56585AAK88, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Marathon Oil ( Etas-Unis ) , en USD, avec le code ISIN US56585AAK88, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-197128
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
maximum
maximum
Amount to be
offering
aggregate
Amount of
Title of each class of securities

registered

price per unit

offering price

registration fee(1)
2.700% Senior Notes due 2018

$600,000,000

99.920%

$599,520,000

$60,371.67
3.400% Senior Notes due 2020

$650,000,000

99.872%

$649,168,000

$65,371.22
5.850% Senior Notes due 2045

$250,000,000

99.747%

$249,367,500

$25,111.31

(1)
The total filing fee of $150,854.20 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 30, 2014)
$1,500,000,000

$600,000,000 2.700% Senior Notes due 2018
$650,000,000 3.400% Senior Notes due 2020
$250,000,000 5.850% Senior Notes due 2045

We are offering $600,000,000 aggregate principal amount of 2.700% Senior Notes due 2018, which we refer to as the "2018 notes,"
$650,000,000 aggregate principal amount of 3.400% Senior Notes due 2020, which we refer to as the "2020 notes" and $250,000,000 aggregate
principal amount of 5.850% Senior Notes due 2045, which we refer to as the "2045 notes." We collectively refer to the 2018 notes, the 2020 notes
and the 2045 notes as the "notes."
We will pay interest on the 2018 notes semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15,
2016. We will pay interest on the 2020 notes semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2016.
We will pay interest on the 2045 notes semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2016.
We have the option to redeem some or all of the notes of any series at any time and from time to time, as described under the heading
"Description of the Notes--Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with all our other unsecured unsubordinated debt from time to
time outstanding, but will be effectively junior to our secured indebtedness. The notes will not be the obligation of any of our subsidiaries and will
be effectively subordinated to all indebtedness and other obligations of our subsidiaries, including existing or future debt obligations of MPLX LP,
a Delaware limited partnership formed by us, which we refer to as "MPLX," and its subsidiaries.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any
securities exchange or to have the notes quoted on any automated quotation system.
Investing in the notes involves risks that are described or referred to in the "Risk Factors" section beginning on page S-6 of this
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prospectus supplement.

Per 2018
Per 2020
Per 2045

Note

Total

Note

Total

Note

Total

Public offering price(1)
99.920% $599,520,000 99.872% $649,168,000 99.747% $249,367,500
Underwriting discount
0.450% $
2,700,000 0.600% $
3,900,000 0.875% $
2,187,500
Proceeds (before expenses) to us
99.470% $596,820,000 99.272% $645,268,000 98.872% $247,180,000

(1)Plus accrued interest, if any, from December 14, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Delivery of the notes offered hereby in book-entry form will be made only through the facilities of The Depository Trust Company for
the accounts of its participants, including Euroclear Bank, S.A./N.V. and Clearstream Banking, societé anonyme, on or about December 14, 2015,
which is the fifth business day following the date of this prospectus supplement. This settlement date may affect trading of the notes. See
"Underwriting."

Joint Book-Running Managers (2018 Notes)

J.P. Morgan
BofA Merrill Lynch
Goldman, Sachs & Co.

Mizuho Securities
MUFG

Morgan Stanley

Wells Fargo Securities

BNP PARIBAS
Co-Managers (2018 Notes)

PNC Capital Markets LLC

Fifth Third Securities
SunTrust Robinson Humphrey
BBVA
Joint Book-Running Managers (2020 Notes)

J.P. Morgan
BofA Merrill Lynch
Goldman, Sachs & Co.

Mizuho Securities
MUFG

Morgan Stanley

Wells Fargo Securities

Barclays
Co-Managers (2020 Notes)

PNC Capital Markets LLC

Fifth Third Securities
Comerica Securities

Huntington Investment Company
Joint Book-Running Managers (2045 Notes)

J.P. Morgan
BofA Merrill Lynch
Goldman, Sachs & Co.

Mizuho Securities
MUFG

Morgan Stanley

Wells Fargo Securities

Citigroup
Co-Managers (2045 Notes)

PNC Capital Markets LLC

Comerica Securities
SunTrust Robinson Humphrey
BB&T Capital Markets
US Bancorp

The date of this prospectus supplement is December 7, 2015.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
INFORMATION WE INCORPORATE BY REFERENCE
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-6
RATIO OF EARNINGS TO FIXED CHARGES
S-10
USE OF PROCEEDS
S-11
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CAPITALIZATION
S-12
DESCRIPTION OF OTHER INDEBTEDNESS
S-14
DESCRIPTION OF THE NOTES
S-19
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-29
CERTAIN ERISA CONSIDERATIONS
S-34
UNDERWRITING
S-36
LEGAL MATTERS
S-40
EXPERTS
S-40
Prospectus

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
1
FORWARD-LOOKING STATEMENTS
2
THE COMPANY
4
RISK FACTORS
4
USE OF PROCEEDS
5
RATIOS OF EARNINGS TO FIXED CHARGES
5
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL
6
DESCRIPTION OF DEBT SECURITIES
7
DESCRIPTION OF CAPITAL STOCK
16
DESCRIPTION OF WARRANTS
22
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
24
PLAN OF DISTRIBUTION
25
LEGAL MATTERS
26
EXPERTS
26

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ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general
information about us and the securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement
describes the specific details regarding this offering and the notes offered hereby. Additional information is incorporated by reference in this
prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying
prospectus or in any free writing prospectus that we may provide to you. We have not, and the underwriters have not, authorized anyone to provide
you with different information. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus
or any document incorporated by reference is accurate as of any date other than the date mentioned on the cover page of these documents. Our
business, financial condition, results of operations and prospects may have changed since those respective dates. We are not, and the underwriters
are not, making offers to sell the notes in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
References in this prospectus supplement to the terms "Marathon Petroleum," "MPC," "we," "us" and "our" refer to Marathon
Petroleum Corporation and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise. References in this prospectus
supplement to the term "MPLX" refer to MPLX LP and its consolidated subsidiaries, unless we state otherwise or the context indicates otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, which we refer to as the "Exchange
Act." We file reports, proxy statements and other information with the U.S. Securities and Exchange Commission, which we refer to as the "SEC."
Our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may read and copy any reports, statements and
other information filed by us at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330 for
further information about the Public Reference Room. You may also inspect our SEC reports and other information at our web site at
http://www.marathonpetroleum.com. We do not intend for information contained in our web site to be part of this prospectus supplement or the
accompanying prospectus, other than documents that we file with the SEC that are incorporated by reference in this prospectus supplement or the
accompanying prospectus.
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INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the information we file with it, which means:

·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;

·
we can disclose important information to you by referring you to those documents; and

·
information that we file with the SEC after the date of this prospectus supplement will automatically update and supersede the

information contained in this prospectus supplement and the accompanying prospectus and incorporated filings.
We incorporate by reference the documents listed below that we filed with the SEC under the Exchange Act:

·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2014;

·
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015, June 30, 2015 and September 30, 2015; and

S-ii
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·
our Current Reports on Form 8-K filed on March 9, 2015, May 1, 2015, July 16, 2015, July 30, 2015 (Item 8.01 and Item 9.01),

July 30, 2015 (Item 5.02), November 2, 2015, November 12, 2015 and November 17, 2015.
We also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act on or after the date of this prospectus supplement and prior to the termination of the offering under this prospectus supplement. We
will not, however, incorporate by reference in this prospectus supplement or the accompanying prospectus any documents or portions thereof that
are not deemed "filed" with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K
after the date of this prospectus supplement unless, and except to the extent, specified in such Current Reports.
We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically
incorporated by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following address or
telephone number:
Marathon Petroleum Corporation
539 South Main Street
Findlay, Ohio 45840-3229
Attention: Corporate Secretary
Telephone: (419) 422-2121
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated herein and therein by reference,
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, which we refer to as the "Securities Act,"
and Section 21E of the Exchange Act. You can identify our forward-looking statements by words such as "anticipate," "believe," "estimate,"
"expect," "forecast," "goal," "intend," "plan," "predict," "project," "seek," "target," "could," "may," "should," "will," "would" or other similar
expressions that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in
mind the risk factors and other cautionary statements contained in this prospectus supplement, the accompanying prospectus and the documents we
have incorporated by reference.
Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies
or uncertainties that relate to:

·
future levels of revenues, refining and marketing gross margins, operating costs, retail gasoline and distillate gross margins,

merchandise margins, income from operations, net income or earnings per share;

·
anticipated volumes of feedstock, throughput, sales or shipments of refined products;

·
anticipated levels of regional, national and worldwide prices of crude oil and refined products;
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·
anticipated levels of crude oil and refined product inventories;

·
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;

·
business strategies, growth opportunities and expected investments, including planned equity investments in pipeline projects;

S-iii
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·
expectations regarding the acquisition or divestiture of assets;

·
our share repurchase authorizations, including the timing and amounts of any common stock repurchases;

·
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; and

·
the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or

plaintiffs in litigation.
We have based our forward-looking statements on our current expectations, estimates and projections about our industry and us. We
caution that these statements are not guarantees of future performance, and you should not rely unduly on them, as they involve risks, uncertainties,
and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events
that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant
business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of
which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast
in our forward-looking statements. Differences between actual results and any future performance suggested in our forward-looking statements
could result from a variety of factors, including the following:

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

·
an easing or lifting of the U.S. crude oil export ban;

·
slower growth in domestic and Canadian crude supply;

·
availability and pricing of domestic and foreign supplies of crude oil and other feedstocks;

·
the ability of the members of the Organization of Petroleum Exporting Countries 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;

·
foreign imports of refined products;

·
refining industry overcapacity or under capacity;

·
changes in the cost or availability of third-party vessels, pipelines and other means of transportation for crude oil, feedstocks and

refined products;

·
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, including seasonal fluctuations;

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

·
actions taken by our competitors, including pricing adjustments, expansion of retail activities, and the expansion and retirement of

refining capacity in response to market conditions;

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·
completion of pipeline projects within the United States and to areas outside the U.S. Midwest;

·
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;

·
changes to the expected construction costs and timing of pipeline projects;

·
modifications to MPLX's earnings and distribution growth objectives;

·
the ability to successfully implement growth opportunities;

·
the ability to successfully integrate the acquired Hess Corporation retail operations and achieve the strategic and other expected

objectives relating to the acquisition, including any expected synergies;

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

·
accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines 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 or transport refined products or receive feedstocks;

·
state and federal environmental, economic, health and safety, energy and other policies and regulations, including the cost of

compliance with the Renewable Fuel Standard;

·
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;

·
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, including the notes, and trade credit, changes in the availability of

unsecured credit and changes affecting the credit markets generally;

·
risk that the synergies and other benefits from the merger of MarkWest Energy Partners, L.P., a Delaware limited partnership,

which we refer to as "MarkWest," with MPLX, which we refer to as the "MarkWest Combination," may not be fully realized or
may take longer to realize than expected;

·
disruption from the MarkWest Combination making it more difficult to maintain relationships with customers, employees or

suppliers;

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·
risks relating to any unforeseen liabilities of MPLX, including unforseen liabilities assumed by MPLX in the MarkWest

Combination;

S-v
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·
the adequacy of MPLX's capital resources and liquidity, including, but not limited to, availability of sufficient cash flow to pay

distributions, and the ability to successfully execute their business plans and implement their growth strategies; and

·
the other factors described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2014.
We do not undertake any obligation to update the forward-looking statements included or incorporated by reference in this prospectus
supplement or the accompanying prospectus, unless we are required by applicable securities laws to do so.

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SUMMARY
The following summary information is qualified in its entirety by the information contained elsewhere in this prospectus supplement
and the accompanying prospectus, including the documents we have incorporated by reference, and in the indenture as described under
"Description of the Notes." Because this is a summary, it does not contain all the information that may be important to you. We urge you to
read this entire prospectus supplement and the accompanying prospectus, including our consolidated financial statements, and the related
notes, as well as the other documents, incorporated by reference, carefully, including the "Risk Factors" section.
Marathon Petroleum
We are an independent petroleum refining and marketing, retail marketing and pipeline transportation company. We currently own
and operate seven refineries, all located in the United States, with an aggregate crude oil refining capacity of approximately 1.8 million barrels
per calendar day. Our refineries supply refined products to resellers and consumers within our market areas, including the Midwest, Gulf
Coast, East Coast and Southeast regions of the United States. We distribute refined products to our customers through one of the largest
private domestic fleets of inland petroleum product barges, one of the largest terminal operations in the United States, and a combination of
MPC-owned and third-party-owned trucking and rail assets. We are one of the largest wholesale suppliers of gasoline and distillates to
resellers within our market area.
We have two strong retail brands: Speedway® and Marathon®. We believe that Speedway LLC, a wholly-owned subsidiary,
operates the second largest chain of company-owned and operated retail gasoline and convenience stores in the United States, with
approximately 2,760 convenience stores in 22 states throughout the Midwest, East Coast and Southeast. The Marathon® brand is an
established motor fuel brand in the Midwest and Southeast regions of the United States, and is available through approximately 5,600 retail
outlets operated by independent entrepreneurs in 19 states.
We currently own, lease or have ownership interests in approximately 8,300 miles of crude oil and refined product pipelines to
deliver crude oil to our refineries and other locations and refined products to wholesale and retail market areas. We are one of the largest
petroleum pipeline companies in the United States on the basis of total volumes delivered.
Our operations consist of three reportable operating segments: Refining & Marketing; Speedway; and Pipeline Transportation. Each
of these segments is organized and managed based upon the nature of the products and services it offers.

·
Refining & Marketing--refines crude oil and other feedstocks at our seven refineries in the Gulf Coast and Midwest regions
of the United States, purchases refined products and ethanol for resale and distributes refined products through various means,

including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers
domestically and internationally, buyers on the spot market, our Speedway business segment and to independent
entrepreneurs who operate Marathon® retail outlets;

·
Speedway--sells transportation fuels and convenience products in the retail market in the Midwest, East Coast and Southeast

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regions of the United States, primarily through Speedway convenience stores; and

·
Pipeline Transportation--transports crude oil and other feedstocks to our refineries and other locations, delivers refined

products to wholesale and retail market areas and includes the aggregated operations of MPLX.
Our principal executive offices are located at 539 South Main Street, Findlay, Ohio 45840-3229, and our telephone number at that
location is (419) 422-2121.

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The MarkWest Combination
MPLX is a publicly traded master limited partnership that was formed by us to own, operate, develop and acquire pipelines and
other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon-based products. As of
September 30, 2015, we owned a 71.5 percent interest in MPLX, including the two percent general partner interest. We also owned 100% of
the incentive distribution rights issued by MPLX. We consolidate MPLX for financial reporting purposes since we have a controlling financial
interest, and we record a noncontrolling interest for the interest owned by the public.
On December 4, 2015, MPLX completed the MarkWest Combination. MarkWest is a master limited partnership that owns and
operates midstream services related businesses. MarkWest and its subsidiaries have a leading presence in many natural gas resource plays
including the Marcellus Shale, Utica Shale, Huron/Berea Shale, Haynesville Shale, Woodford Shale and Granite Wash formation where
MarkWest and its subsidiaries provide midstream services to producer customers. For the year ended December 31, 2014, MarkWest had
revenue of $2,176 million and operating income of $377 million, and for the nine months ended September, 30 2015, MarkWest had revenue
of $1,401 million and operating income of $220 million. As of September 30, 2015, MarkWest had total assets of $11.7 billion and total
liabilities of $5.8 billion. In connection with the MarkWest Combination, each common unit of MarkWest issued and outstanding immediately
prior to the effective time of the MarkWest Combination was converted into the right to receive 1.09 common units of MPLX representing
limited partner interests in MPLX, plus a one-time cash payment of $6.20. We contributed approximately $1.28 billion of cash to MPLX to
pay the aggregate cash consideration to MarkWest unitholders, without receiving any new equity from MPLX in exchange.
All of MarkWest's outstanding debt, including approximately $4.1 billion aggregate principal amount of MarkWest senior notes (as
defined below) remained outstanding following the MarkWest Combination. However, MPLX repaid approximately $943 million outstanding
under MarkWest's revolving credit facility with $850 million of borrowings under MPLX's bank revolving credit facility and cash in
connection with the completion of the MarkWest Combination. The MPLX facility was amended on October 27, 2015 to extend the term to
five years commencing on the closing of the MarkWest Combination and to increase the revolving borrowing capacity to $2 billion. See
"Description of Other Indebtedness." On November 19, 2015, MPLX announced that, in connection with the MarkWest Combination, it had
commenced offers to exchange any and all outstanding MarkWest senior notes for (1) up to $4.1 billion aggregate principal amount of new
notes issued by MPLX having the same maturity and interest rates as the MarkWest senior notes and (2) cash. The MarkWest senior notes
consist of: $750 million aggregate principal amount of 5.5% senior notes due 2023, which we refer to as the "MarkWest 5.5% 2023 Notes";
$1.0 billion aggregate principal amount of 4.5% senior notes due 2023, which we refer to as the "MarkWest 4.5% 2023 Notes"; $1.15 billion
aggregate principal amount of 4.875% senior notes due 2024, which we refer to as the "MarkWest 2024 Notes"; and $1.2 billion aggregate
principal amount of 4.875% senior notes due 2025, which we refer to as the "MarkWest 2025 Notes" and, collectively with the MarkWest
5.5% 2023 Notes, the MarkWest 4.5% 2023 Notes and the MarkWest 2024 Notes, the "MarkWest senior notes." On the same date, MarkWest
commenced consent solicitations from holders of each series of the MarkWest senior notes to amend the indentures governing the MarkWest
senior notes to remove certain restrictive and reporting covenants.
The exchange offers and consent solicitations are scheduled to expire on December 18, 2015, unless extended. As of December 3,
2015, approximately $4.0 billion aggregate principal amount of MarkWest senior notes, representing approximately 92.49%, 98.25%, 99.68%
and 98.27% of the outstanding aggregate principal amount of MarkWest 5.5% 2023 Notes, MarkWest 4.5% 2023 Notes, MarkWest 2024
Notes and MarkWest 2025 Notes, respectively, had been validly tendered and not validly withdrawn and MarkWest had received the requisite
number of consents to amend the indenture governing such MarkWest senior notes to remove certain restrictive and reporting covenants. On
an as adjusted basis following the consummation of the MarkWest

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Combination and the assumption of existing MarkWest debt, but without giving effect to the issuance of new MPLX senior notes in the
exchange offers or the issuance of notes pursuant to this offering and the anticipated application of the net proceeds therefrom, our total debt
would have been $11,703 million. See "Capitalization."
The aggregate consideration paid in the MarkWest Combination of approximately $13.7 billion will be allocated to the fair value of
the assets acquired and liabilities assumed, including the assumed debt. As a result of the MarkWest Combination, our interest in MPLX was
reduced from 71.5 percent to 19 percent, which will be reflected as an increase to noncontrolling equity interests. We also will continue to
own 100 percent of the incentive distribution rights issued by MPLX. The transaction costs for the MarkWest Combination are estimated at
$58 million, of which $8 million has been incurred prior to September 30, 2015 and the remainder of which will be expensed and reflected in
our financial results. In addition, MPLX GP, a wholly-owned subsidiary of MPC, expects to exercise its right to maintain its two percent
general partner interest in MPLX by contributing approximately $168 million in cash to MPLX. This contribution will not impact MPC's
capitalization as it is an intercompany transaction eliminated in consolidation. We will continue to consolidate MPLX's financial results for
reporting purposes.
We are committed to supporting MPLX's future growth, including through future asset drop downs. We also expect MPLX to have
significant growth opportunities through third-party investments or acquisitions. We expect that MPLX will finance future growth projects
through, without limitation, a combination of debt and equity issuances, including loans from and equity issuances to MPC, as well as
borrowings under MPLX's revolving credit facility, while seeking to balance incremental debt with incremental cash flow.

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The Offering

Issuer
Marathon Petroleum Corporation, a Delaware corporation.

Securities offered
$1,500,000,000 aggregate principal amount of notes, consisting of $600,000,000
aggregate principal amount of 2.700% Senior Notes due 2018, $650,000,000 aggregate
principal amount of 3.400% Senior Notes due 2020 and $250,000,000 aggregate
principal amount of 5.850% Senior Notes due 2045.

Maturity dates
The 2018 notes will mature on December 14, 2018, the 2020 notes will mature on
December 15, 2020 and the 2045 notes will mature on December 15, 2045.

Interest payment dates
We will pay interest on the 2018 notes semi-annually in arrears on June 15 and
December 15 of each year, commencing on June 15, 2016. We will pay interest on the
2020 notes semi-annually in arrears on June 15 and December 15 of each year,
commencing on June 15, 2016. We will pay interest on the 2045 notes semi-annually in
arrears on June 15 and December 15 of each year, commencing on June 15, 2016.

Interest rates
The 2018 notes will bear interest at 2.700% per year, the 2020 notes will bear interest at
3.400% per year and the 2045 notes will bear interest at 5.850% per year.

Optional redemption
We may redeem the notes of any series, in whole or in part, at any time and from time
to time at the applicable redemption price described herein under the caption
"Description of the Notes--Optional Redemption."

Ranking
The notes will be our senior unsecured obligations, will rank equally with all our other
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senior unsecured debt, including all other unsubordinated notes issued under the
indenture governing the notes, which we refer to as the "indenture," from time to time
outstanding. The notes will be effectively junior to our secured indebtedness and will be
effectively subordinated to all indebtedness and other obligations of our subsidiaries,
including existing or future debt obligations of MPLX and its subsidiaries. The notes
will be exclusively our obligation, and not the obligation of any of our subsidiaries. Our
rights and the rights of any holder of notes (or other of our creditors) to participate in the
assets of any subsidiary upon that subsidiary's liquidation or recapitalization will be
subject to the prior claims of the subsidiary's creditors, except to the extent that we may
be a creditor with recognized claims against the subsidiary. See "Description of the
Notes--Ranking."

Certain covenants
The indenture includes covenants that will, among other things, limit our ability and the
ability of our subsidiaries to create or permit to exist mortgages and other liens with
respect to principal properties, enter into sale and leaseback transactions with respect to
principal properties and merge or consolidate with any other entity or sell or convey all
or substantially all of our assets, and will require us to provide certain information to the
trustee (as defined below) and holders of the notes. These covenants will be subject to a
number of important qualifications and limitations. See "Description of the Notes."

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Table of Contents
Future issuances
The 2018 notes will be limited initially to $600,000,000 in aggregate principal amount,
the 2020 notes will be limited initially to $650,000,000 in aggregate principal amount
and the 2045 notes will be limited initially to $250,000,000 in aggregate principal
amount. We may, however, "re-open" each series of notes and issue an unlimited
aggregate principal amount of additional notes of that series without the consent of the
holders of the notes.

Form and denomination
The notes of each series will be issued in fully registered form in denominations of
$2,000 and in integral multiples of $1,000 in excess thereof.

DTC eligibility
The notes of each series will be represented by global certificates deposited with, or on
behalf of, The Depository Trust Company, which we refer to as "DTC," or its nominee.
See "Description of the Notes--Book-Entry; Delivery and Form."

Same-day settlement
Beneficial interests in the notes will trade in DTC's same-day funds settlement system
until maturity. Therefore, secondary market trading activity in such interests will be
settled in immediately available funds.

Use of proceeds
We expect to receive net proceeds, after deducting underwriting discounts and estimated
offering expenses, of approximately $1,486.6 million from this offering. We intend to
use the net proceeds from this offering to fund the repayment of all $750 million
aggregate principal amount of our 3.500% Senior Notes due 2016, which we refer to as
the "2016 notes," at maturity or otherwise, and for general corporate purposes. See "Use
of Proceeds."

No listing of the notes
We do not intend to apply to list the notes on any securities exchange or to have the
notes quoted on any automated quotation system.

Governing law
The notes will be, and the indenture is, governed by the laws of the State of New York.

Trustee, registrar and paying agent
The Bank of New York Mellon Trust Company, N.A., which, when acting as such, we
refer to as the "trustee."

Risk factors
See "Risk Factors" and other information in this prospectus supplement and the
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Document Outline

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