Bond Marathon Oil 5.125% ( US56585ABB70 ) in USD

Issuer Marathon Oil
Market price 100 %  ▼ 
Country  United States
ISIN code  US56585ABB70 ( in USD )
Interest rate 5.125% per year ( payment 2 times a year)
Maturity 31/03/2024 - Bond has expired



Prospectus brochure of the bond Marathon Petroleum US56585ABB70 in USD 5.125%, expired


Minimal amount 2 000 USD
Total amount 241 223 000 USD
Cusip 56585ABB7
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Detailed description Marathon Petroleum Corporation is an American petroleum refining, marketing, and transportation company, operating primarily in the Midwest and Gulf Coast regions of the United States.

The Bond issued by Marathon Oil ( United States ) , in USD, with the ISIN code US56585ABB70, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2024

The Bond issued by Marathon Oil ( United States ) , in USD, with the ISIN code US56585ABB70, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Marathon Oil ( United States ) , in USD, with the ISIN code US56585ABB70, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-230743
PROSPECTUS

MARATHON PETROLEUM CORPORATION
Offers To Exchange
All of the outstanding restricted 5.375% Senior Notes Due 2022 Issued on October 2, 2018
For newly issued and registered 5.375% Senior Notes Due 2022
All of the outstanding restricted 4.750% Senior Notes Due 2023 Issued on October 2, 2018
For newly issued and registered 4.750% Senior Notes Due 2023
All of the outstanding restricted 5.125% Senior Notes Due 2024 Issued on October 2, 2018
For newly issued and registered 5.125% Senior Notes Due 2024
All of the outstanding restricted 5.125% Senior Notes Due 2026 Issued on October 2, 2018
For newly issued and registered 5.125% Senior Notes Due 2026
All of the outstanding restricted 3.800% Senior Notes Due 2028 Issued on October 2, 2018
For newly issued and registered 3.800% Senior Notes Due 2028
All of the outstanding restricted 4.500% Senior Notes Due 2048 Issued on October 2, 2018
For newly issued and registered 4.500% Senior Notes Due 2048


On October 2, 2018, we issued $336,814,000 aggregate principal amount of 5.375% Senior Notes due 2022, $613,986,000 aggregate principal
amount of 4.750% Senior Notes due 2023, $241,273,000 aggregate principal amount of 5.125% Senior Notes due 2024, $718,894,000 aggregate principal
amount of 5.125% Senior Notes due 2026, $496,464,000 aggregate principal amount of 3.800% Senior Notes due 2028 and $497,558,000 aggregate
principal amount of 4.500% Senior Notes due 2048 in private placements. We refer to these outstanding Senior Notes collectively as the "Original Notes."
We are offering to exchange newly issued and registered senior notes, which we refer to as the "Exchange Notes," for all of the issued and outstanding
Original Notes.
The Exchange Notes will have substantially identical terms to the Original Notes, except that the Exchange Notes will be registered under the
Securities Act of 1933, which we refer to as the "Securities Act," and the transfer restrictions, registration rights and related special interest provisions
applicable to the Original Notes will not apply to the Exchange Notes.
Each series of Exchange Notes will be part of the same corresponding series of the Original Notes and will be issued under the same base Indenture.
The Exchange Notes will be exchanged for Original Notes of the corresponding series in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. We will not receive any proceeds from the issuance of Exchange Notes in the Exchange Offers.
The Exchange Offers expire at 5:00 p.m. New York City time on May 22, 2019, unless extended, which we refer to as the "Expiration Date."
You may withdraw tenders of Original Notes at any time prior to the expiration of the Exchange Offers.
We do not intend to list the Exchange Notes on any securities exchange or any automated quotation system.
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You should carefully consider the risk factors beginning on page 6 of this prospectus before deciding whether to
participate in the Exchange Offers.
Neither the Securities and Exchange Commission, which we refer to as the "SEC," nor any state securities commission has approved or
disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.


The date of this prospectus is April 22, 2019.
Table of Contents
This prospectus may only be used where it is legal to make the Exchange Offers and by a broker-dealer for resales of Exchange Notes acquired in
the Exchange Offers where it is legal to do so.
Rather than repeat certain information in this prospectus that we have already included in reports filed with the SEC, this prospectus
incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide this
information to you at no charge upon written or oral request directed to: Marathon Petroleum Corporation, 539 S. Main Street, Findlay Ohio
45840, Attention: Investor Relations, Telephone: (419) 421-2121. In order to receive timely delivery of any requested documents in advance of the
Expiration Date, you should make your request no later than May 15, 2019, which is five full business days before you must make a decision
regarding the Exchange Offers.
In making a decision regarding the Exchange Offers, you should rely only on the information contained in or incorporated by reference into this
prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it.
None of Marathon Petroleum Corporation, the exchange agent or any affiliate of any of them makes any recommendation as to whether or not
holders of Original Notes should exchange their Original Notes for Exchange Notes in response to the Exchange Offers.
You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this
prospectus or that the information incorporated by reference into this prospectus is accurate as of any date other than the date of the incorporated document.
Neither the delivery of this prospectus nor any exchange made hereunder shall under any circumstances imply that the information herein is correct as of
any date subsequent to the date on the cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed
since that date.
In this prospectus, except as otherwise indicated, references to "Marathon Petroleum Corporation," "MPC," "we," "us" and "our" refer to Marathon
Petroleum Corporation and its consolidated subsidiaries. References to "Andeavor" refer to our wholly-owned subsidiary, Andeavor LLC (successor by
merger to Andeavor), and its subsidiaries.


Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a
prospectus in connection with any resale of Exchange Notes. By delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where the Original Notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities.
Table of Contents
TABLE OF CONTENTS

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
i
WHERE YOU CAN FIND MORE INFORMATION

iii
INFORMATION WE INCORPORATE BY REFERENCE

iii
SUMMARY
1
RISK FACTORS
6
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED STATEMENTS OF INCOME
9
USE OF PROCEEDS
13
DESCRIPTION OF OTHER INDEBTEDNESS
14
THE EXCHANGE OFFERS
17
DESCRIPTION OF THE EXCHANGE NOTES
23
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
33
CERTAIN ERISA CONSIDERATIONS
34
PLAN OF DISTRIBUTION
36
LEGAL MATTERS
37
EXPERTS
37
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DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated herein by reference, includes forward-looking statements. You can identify our forward-
looking statements by words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend,"
"may," "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy,"
"target," "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 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:

·
the risk that the cost savings and any other synergies from our acquisition of Andeavor on October 1, 2018, which we refer to as 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, which we refer to as "MPLX," with Andeavor Logistics LP, which we refer

to as "ANDX";

·
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;

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·
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 program 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.

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We have based our forward-looking statements on our current expectations, estimates and projections about our industry and our business. 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 forecasted 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;

·
availability and pricing of domestic and foreign supplies of natural gas, natural gas liquids, which we refer to as "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;


·
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;

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·
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;

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·
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 of our most recent Annual Report on Form 10-K and subsequent filings made with the

SEC that are incorporated by reference into this prospectus.
We do not undertake any obligation to update the forward-looking statements included or incorporated by reference in this prospectus, unless
we are required by applicable securities laws to do so.
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
annual, quarterly and current reports and other information with the SEC. The SEC maintains an Internet site that contains information MPC has filed
electronically with the SEC, which you can access over the Internet at http://www.sec.gov. You can also obtain information about MPC at our website at
http://www.marathonpetroleum.com. We do not intend for information contained on our website to be part of this prospectus, other than documents that we
file with the SEC that are incorporated by reference in this prospectus.
INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the information in documents we have filed with it, which means that we can
disclose important information to you by referring you to those documents. The information we incorporate by reference is considered to be a part of this
prospectus, and information that we file later with the SEC will automatically update and supersede this information. Any statement contained in any
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in or omitted from this prospectus, or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the SEC) (1) after the date of the initial filing of the
registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and (2) after the date of this
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prospectus until the termination of the offering of securities pursuant to the Exchange Offers.

iii
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·
MPC's Annual Report on Form 10-K for the fiscal year ended December 31, 2018;


·
MPC's Current Reports on Form 8-K filed on March 18, 2019 and January 30, 2019;


·
Item 8 of Andeavor's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (SEC File No. 001-03473);

·
Part 1, Item 1 of Andeavor's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and June 30, 2018 (SEC File

No. 001-03473); and

·
The historical unaudited condensed consolidated financial statements of Andeavor for the nine months ended September 30, 2018, filed as an

exhibit to the registration statement of which this prospectus forms a part.
We do not and will not, however, incorporate by reference in this 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 unless, and except to the extent,
specified in such current reports.
You may request a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into
the filing, at no cost, by writing or telephoning MPC at the following address:
Marathon Petroleum Corporation
539 S. Main Street
Findlay, Ohio 45840
Attention: Investor Relations
Telephone: (419) 421-2121

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SUMMARY
This summary highlights information contained elsewhere in or incorporated by reference into this prospectus. This summary does not contain
all of the information that you should consider in making your investment decision. You should read the following summary together with the entire
prospectus, including the more detailed information regarding our company, the Exchange Notes and the consolidated financial statements and the
related notes incorporated by reference into this prospectus. You should also carefully consider, among other things, the matters discussed in the
section entitled "Risk Factors" in this prospectus before making an investment decision. Some of the statements in this prospectus constitute forward-
looking statements. See "Cautionary Note Regarding Forward-Looking Statements." Except as otherwise indicated or unless the context otherwise
requires, the term "Notes" refers collectively to the Original Notes and the Exchange Notes.
Company
Marathon Petroleum Corporation has 131 years of experience in the energy business with roots tracing back to the formation of the Ohio Oil
Company in 1887. We are a leading, integrated, downstream energy company headquartered in Findlay, Ohio. With the Andeavor acquisition (as
described further below), we are the largest independent petroleum product refining, marketing, retail and midstream business in the United States.
We operate the nation's largest refining system with more than 3 million barrels per day of crude oil capacity across 16 refineries. MPC's marketing
system includes branded locations across the United States. We also own and operate retail convenience stores across the United States. MPC's
midstream operations are primarily conducted through MPLX and ANDX, which own and operate crude oil and light product transportation and
logistics infrastructure as well as gathering, processing and fractionation assets. We own the general partner and majority limited partner interests in
these two midstream companies.
Our common stock is traded on the New York Stock Exchange, which we refer to as "NYSE," under the symbol "MPC." Our principal
executive offices are located at 539 S. Main Street, Findlay, Ohio 45840, and our telephone number at that location is (419) 421-2121.
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On October 1, 2018, we completed the Andeavor acquisition pursuant to a merger agreement, dated as of April 29, 2018, as amended, among
MPC, Andeavor and certain affiliates of MPC, which we refer to as the "merger agreement." Pursuant to the merger agreement, Andeavor
stockholders had the option to elect to receive 1.87 shares of MPC common stock or $152.27 in cash per share of Andeavor common stock cancelled
in the Andeavor acquisition. The merger agreement included election proration provisions that resulted in approximately 22.9 million shares of
Andeavor common stock being converted into cash consideration and the remaining 128.2 million shares of Andeavor common stock being converted
into stock consideration. Andeavor stockholders received in the aggregate approximately 239.8 million shares of MPC common stock and
approximately $3.5 billion in cash in the Andeavor acquisition.
At the time of the Andeavor acquisition, Andeavor had outstanding an aggregate principal amount of $3.375 billion in senior notes consisting of:
$475 million aggregate principal amount of 5.375% senior notes due October 1, 2022; $850 million aggregate principal amount of 4.750% senior
notes due December 15, 2023; $300 million aggregate principal amount of 5.125% senior notes due April 1, 2024; $750 million aggregate principal
amount of 5.125% senior notes due December 15, 2026; $500 million aggregate principal amount of 3.800% senior notes due April 1, 2028; and
$500 million aggregate principal amount of 4.500% senior notes due April 1, 2048, which we refer to collectively as the "Andeavor senior notes." On
October 2, 2018, we completed offers to exchange any and all outstanding Andeavor senior notes for (1) up to $3.375 billion aggregate principal
amount of new notes issued by MPC having the same maturity and interest rates as the Andeavor senior notes and (2) cash of $1 for each $1,000 of
principal amount exchanged. Approximately 86.1 percent, or approximately $2.905 billion, of the Andeavor senior notes were tendered and accepted
in the Exchange Offers, and we issued the Original Notes pursuant to the Exchange Offers.

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The Exchange Offers

The Exchange Offers
We are offering to exchange up to: (i) $336,814,000 aggregate principal amount of newly issued and registered
5.375% Senior Notes due 2022, which we refer to as the "Exchange 5.375% 2022 Senior Notes," for an equal
principal amount of our outstanding 5.375% Senior Notes due 2022, which we refer to as the "Original 2022
5.375% Senior Notes"; (ii) $613,986,000 aggregate principal amount of newly issued and registered 4.750%
Senior Notes due 2023, which we refer to as the "Exchange 4.750% 2023 Senior Notes," for an equal principal
amount of our outstanding 4.750% Senior Notes due 2023, which we refer to as the "Original 4.750% 2023
Senior Notes"; (iii) $241,273,000 aggregate principal amount of newly issued and registered 5.125% Senior
Notes due 2024, which we refer to as the "Exchange 5.125% 2024 Senior Notes," for an equal principal amount
of our outstanding 5.125% Senior Notes due 2024, which we refer to as the "Original 5.125% 2024 Senior
Notes"; (iv) $718,894,000 aggregate principal amount of newly issued and registered 5.125% Senior Notes due
2026, which we refer to as the "Exchange 5.125% 2026 Senior Notes," for an equal principal amount of our
outstanding 5.125% Senior Notes due 2026, which we refer to as the "Original 5.125% 2026 Senior Notes"; (v)
$496,464,000 aggregate principal amount of newly issued and registered 3.800% Senior Notes due 2028, which
we refer to as the "Exchange 3.800% 2028 Senior Notes," for an equal principal amount of our outstanding
3.800% Senior Notes due 2028, which we refer to as the "Original 3.800% 2028 Senior Notes"; and (vi)
$497,558,000 aggregate principal amount of newly issued and registered 4.500% Senior Notes due 2048, which
we refer to as the "Exchange 4.500% 2048 Senior Notes," for an equal principal amount of our outstanding
4.500% Senior Notes due 2048, which we refer to as the "Original 4.500% 2048 Senior Notes." The terms of
each series of Exchange Notes are identical to those of the corresponding series of Original Notes in all material
respects, except that the transfer restrictions, registration rights and related special interest provisions applicable
to the Original Notes will not apply to the Exchange Notes. Each series of Exchange Notes will be of the same
class as the corresponding series of outstanding Original Notes. Holders of Original Notes do not have any
appraisal or dissenters' rights in connection with the Exchange Offers.
Purpose of Exchange Offers
The Exchange Notes are being offered to satisfy our obligations under the registration rights agreement entered
into at the time we issued and sold the Original Notes, which we refer to as the "registration rights agreement."
Subject to limited exceptions, after the Exchange Offers are complete, you will not have any further rights under
the registration rights agreement, including any right to require us to register any of the Original Notes that you
do not exchange or to pay you the additional interest we agreed to pay to holders of Original Notes if we failed
to timely complete the Exchange Offers.
Expiration Date;
The Exchange Offers will expire at 5:00 p.m., New York City time, on May 22, 2019, or on a later date and
Withdrawal of Tenders; Return
time to which we extend it. We refer to such time and date as the "Expiration Date." Tenders of Original Notes
of Original Notes Not Accepted
in the Exchange Offers may be withdrawn at any time prior to the Expiration Date. We will exchange the
for Exchange
Exchange Notes for validly tendered Original Notes promptly following the Expiration Date. We refer to such
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date of exchange as the Exchange Date. Any Original Notes that are not accepted for exchange for any reason
will be returned by us, at our expense, to the tendering holder promptly after the expiration or termination of the
Exchange Offers.
Procedures for Tendering
Each holder of Original Notes wishing to participate in the Exchange Offers must follow procedures of DTC's
Original Notes
Automated Tender Offer Program, or "ATOP," subject to the terms and procedures of that program. The ATOP
procedures require that the exchange agent receive, prior to the Expiration Date, a computer-generated message
known as an "agent's message" that is transmitted through ATOP and that DTC confirm that DTC has received
instructions to exchange your Original Notes. See "The Exchange Offers--Procedures for Tendering."

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Consequences of Failure to
You will continue to hold Original Notes, which will remain subject to their existing transfer restrictions, if you
Exchange the Original
do not validly tender your Original Notes or you tender your Original Notes and they are not accepted for
Notes
exchange. With some limited exceptions, we will have no obligation to register the Original Notes after we
consummate the Exchange Offers. See "The Exchange Offers--Terms of the Exchange Offers" and "The
Exchange Offers--Consequences of Failure To Exchange."
Conditions to the Exchange
The Exchange Offers are not conditioned upon any minimum aggregate principal amount of Original Notes of
Offers
either series being tendered or accepted for exchange. The Exchange Offers are subject to customary conditions,
which may be waived by us in our discretion. We currently expect that all of the conditions will be satisfied and
that no waivers will be necessary. See "The Exchange Offers--Conditions to the Exchange Offers."
Exchange Agent
The Bank of New York Mellon Trust Company, N.A.
United States Federal
Your exchange of an Original Note for an Exchange Note of the corresponding series will not constitute a
Income Tax Considerations
taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us.
Immediately after the exchange, you will have the same adjusted basis and holding period in each Exchange
Note received as you had immediately prior to the exchange in the corresponding Original Note surrendered.
See "U.S. Federal Income Tax Considerations."
Risk Factors
You should consider carefully the risk factors beginning on page 6 of this prospectus before deciding whether to
participate in the Exchange Offers.

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The Exchange Notes
The following is a brief summary of the principal terms of the Exchange Notes. The terms of each series of Exchange Notes are identical in all
material respects to those of the corresponding series of Original Notes except that the transfer restrictions, registration rights and related special
interest provisions applicable to the Original Notes will not apply to the Exchange Notes. Certain of the terms and conditions described below are
subject to important limitations and exceptions. For a more complete description of the terms of the Exchange Notes, see "Description of Exchange
Notes."

Issuer
Marathon Petroleum Corporation, a Delaware corporation
Securities Offered
Up to $2,904,989,000 aggregate principal amount of Exchange Notes, consisting of up to $336,814,000
aggregate principal amount of Exchange 5.375% Senior Notes due 2022, $613,986,000 aggregate principal
amount of Exchange 4.750% Senior Notes due 2023, $241,273,000 aggregate principal amount of Exchange
5.125% Senior Notes due 2024, $718,894,000 aggregate principal amount of Exchange 5.125% Senior Notes
due 2026, $496,464,000 aggregate principal amount of Exchange 3.800% Senior Notes due 2028 and
$497,558,000 aggregate principal amount of Exchange 4.500% Senior Notes due 2048. The Exchange Notes
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offered hereby will be of the same class as the Original Notes.
Maturity Dates
The Exchange 5.375% 2022 Senior Notes will mature on October 1, 2022. The Exchange 4.750% 2023 Senior
Notes will mature on December 15, 2023. The Exchange 5.125% 2024 Senior Notes will mature on April 1,
2024. The Exchange 5.125% 2026 Senior Notes will mature on December 15, 2026. The Exchange 3.800%
2028 Senior Notes will mature on April 1, 2028. The Exchange 4.500% 2048 Senior Notes will mature on April
1, 2048.
Interest Payment Dates
We will pay interest on the Exchange 5.375% 2022 Senior Notes on April 1 and October 1 of each year,
commencing on October 1, 2019. We will pay interest on the Exchange 4.750% 2023 Senior Notes on June 15
and December 15 of each year, commencing on June 15, 2019 (if the Settlement Date occurs before that date and
otherwise on December 15, 2019). We will pay interest on the Exchange 5.125% 2024 Senior Notes on April 1
and October 1 of each year, commencing on October 1, 2019. We will pay interest on the Exchange 5.125%
2026 Senior Notes on June 15 and December 15 of each year, commencing on June 15, 2019 (if the Settlement
Date occurs before that date and otherwise on December 15, 2019). We will pay interest on the Exchange
3.800% 2028 Senior Notes on April 1 and October 1 of each year, commencing on October 1, 2019. We will pay
interest on the Exchange 4.500% 2048 Senior Notes on April 1 and October 1 of each year, commencing on
October 1, 2019.
Interest Rates
The Exchange 5.375% 2022 Senior Notes will bear interest at 5.375% per year. The Exchange 4.750% 2023
Senior Notes will bear interest at 4.750% per year. The Exchange 5.125% 2024 Senior Notes will bear interest
at 5.125% per year. The Exchange 5.125% 2026 Senior Notes will bear interest at 5.125% per year. The
Exchange 3.800% 2028 Senior Notes will bear interest at 3.800% per year. The Exchange 4.500% 2048 Senior
Notes will bear interest at 4.500% per year.
Optional Redemption
We may redeem the Exchange 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 Exchange Notes--Optional
Redemption."
Certain Covenants
The Indenture (as defined herein) governing the Exchange Notes contains covenants that, among other things,
limit our ability and the ability of our subsidiaries to create or permit to exist mortgages and other liens and
enter into sale and leaseback transactions with respect to principal properties. See "Description of the Exchange
Notes--Certain Covenants."
Ranking
The Exchange Notes will be our senior unsecured obligations, will rank equally with all our other senior
unsecured debt, including all other unsubordinated notes issued under the Indenture, from time to time
outstanding, and will be structurally subordinated to the secured and unsecured debt of our subsidiaries,
including senior notes issued by Andeavor, that remain outstanding and senior notes and other indebtedness of
MPLX and ANDX.

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Table of Contents
The Exchange Notes will be exclusively MPC's obligations, and not the obligations of any of MPC's
subsidiaries. Our rights and the rights of any holder of the Exchange 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 Exchange Notes--Ranking."
Form and Denomination
The Exchange 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 Exchange Notes of each series will be represented by global certificates deposited with, or on behalf of,
DTC or its nominee. See "Description of the Exchange Notes--Book-Entry; Delivery and Form."
Same Day Settlement
Beneficial interests in the Exchange 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.
No Listing of the Exchange
We do not intend to apply for a listing of the Exchange Notes on any securities exchange or automated dealer
Notes
quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for
the Exchange Notes.
Governing Law
The Exchange Notes and the Indenture will be governed by the laws of the State of New York.
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Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange Notes. See "Use of Proceeds."
Trustee, Registrar and
The Bank of New York Mellon Trust Company, N.A.
Paying Agent

Risk Factors
See "Risk Factors" and other information in this prospectus for a discussion of factors that should be carefully
considered by holders of Original Notes before tendering their Original Notes in the Exchange Offers in
exchange for the Exchange Notes.

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Table of Contents
RISK FACTORS
The terms of each series of Exchange Notes are identical in all material respects to those of the corresponding series of Original Notes, except that the
transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes will not apply to the Exchange Notes. Before
making a decision regarding the Exchange Offers, you should carefully consider the risks described below and all of the information contained or
incorporated by reference into this prospectus, including the information in Part I, Item 1A, "Risk Factors," in our most recent Annual Report on Form
10-K and subsequent filings made with the SEC and incorporated by reference in this prospectus, before making an investment decision. The risks and
uncertainties we have described are not the only ones we face. Additional risks and uncertainties that are not yet identified may also materially harm our
business, operating results and financial condition and could result in a complete loss of your investment. See "Cautionary Note Regarding Forward-
Looking Statements" in this prospectus.
Risks Related to the Exchange Offers
If you fail to exchange your Original Notes, they will continue to be restricted securities and will likely become less liquid.
Original Notes that you do not tender, or we do not accept, will, following the Exchange Offers, continue to be restricted securities, and you may not
offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will
issue Exchange Notes in exchange for Original Notes of the corresponding series pursuant to the Exchange Offers only following the satisfaction of the
procedures and conditions set forth in "The Exchange Offers--Procedures for Tendering" and "The Exchange Offers--Conditions to the Exchange
Offers." These procedures and conditions include timely receipt by the exchange agent of a confirmation of book-entry transfer of the Original Notes being
tendered and an agent's message from DTC.
Because we anticipate that all or substantially all holders of Original Notes will elect to exchange their Original Notes in these Exchange Offers, we
expect that the market for any Original Notes remaining after the completion of the Exchange Offers will be substantially limited. Any Original Notes
tendered and exchanged in the Exchange Offers will reduce the aggregate principal amount of the Original Notes of the applicable series outstanding. If
you do not tender your Original Notes following the Exchange Offers, you generally will not have any further registration rights, and your Original Notes
will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes of each series is likely to be
adversely affected.
You must follow the appropriate procedures to tender your Original Notes or they will not be exchanged.
The Exchange Notes will be issued in exchange for the Original Notes only after timely receipt by the exchange agent of the Original Notes or a
book-entry confirmation related thereto, an agent's message and all other required documentation. If you want to tender your Original Notes in exchange
for Exchange Notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you
notification of defects or irregularities with respect to tenders of Original Notes for exchange. Original Notes that are not tendered or are tendered but not
accepted will, following the Exchange Offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the Original Notes in the
Exchange Offer to participate in a distribution of the Exchange Notes, you will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled "The Exchange
Offers" and "Plan of Distribution" later in this prospectus.
The Exchange Offers may not be consummated.
Each of the Exchange Offers is subject to customary conditions set forth in "The Exchange Offers--Conditions to the Exchange Offers" later in this
prospectus. These conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the Exchange Offers regardless of the
circumstances, including any action or inaction by us, giving rise to the condition or may be waived by us in whole or in part at any time or from time to
time in our sole discretion. We reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the Exchange Offers. In
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