Obbligazione Marathon Oil 3.625% ( US56585AAG76 ) in USD

Emittente Marathon Oil
Prezzo di mercato 99.886 USD  ▼ 
Paese  Stati Uniti
Codice isin  US56585AAG76 ( in USD )
Tasso d'interesse 3.625% per anno ( pagato 2 volte l'anno)
Scadenza 14/09/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Marathon Petroleum US56585AAG76 in USD 3.625%, scaduta


Importo minimo 2 000 USD
Importo totale 750 000 000 USD
Cusip 56585AAG7
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Descrizione dettagliata Marathon Petroleum Corporation è una società americana integrata di raffinazione e marketing del petrolio, con attività che spaziano dall'estrazione e raffinazione di petrolio greggio alla vendita al dettaglio di carburanti.

L'obbligazione codice ISIN US56585AAG76 e CUSIP 56585AAG7, emessa da Marathon Petroleum, una delle principali aziende petrolifere con sede negli Stati Uniti, con un tasso di interesse del 3.625% pagabile due volte all'anno (frequenza 2) in USD e un lotto minimo di acquisto di 2.000 USD, facente parte di un'emissione totale di 750.000.000 USD e che ha registrato un prezzo di mercato del 99.886%, è giunta a scadenza il 14 settembre 2024 ed è stata rimborsata, vantando rating creditizi di BBB da Standard & Poor's e Baa2 da Moody's.







424B5
424B5 1 d772396d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE


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

registered

unit

price

registration fee(1)
3.625% Senior Notes due 2024

$750,000,000

99.641%

$747,307,500

$96,253.21
4.750% Senior Notes due 2044

$800,000,000

98.862%

$790,896,000

$101,867.40
5.000% Senior Notes due 2054

$400,000,000

98.770%

$395,080,000

$50,886.30


(1)
The total filing fee of $249,006.91 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-197128

PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 30, 2014)
$1,950,000,000

$750,000,000 3.625% Senior Notes due 2024
$800,000,000 4.750% Senior Notes due 2044
$400,000,000 5.000% Senior Notes due 2054


We are offering $750,000,000 aggregate principal amount of 3.625% Senior Notes due 2024, which we refer to as the "2024 notes,"
$800,000,000 aggregate principal amount of 4.750% Senior Notes due 2044, which we refer to as the "2044 notes" and $400,000,000 aggregate principal
amount of 5.000% Senior Notes due 2054, which we refer to as the "2054 notes." We collectively refer to the 2024 notes, the 2044 notes and the 2054 notes as
the "notes."
We will pay interest on the 2024 notes semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2015. We
will pay interest on the 2044 notes semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2015. We will pay
interest on the 2054 notes semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2015.
We intend to use the net proceeds from this offering to fund, in part, our pending acquisition of Hess Retail Holdings LLC, which we refer to as
"Hess Retail," a wholly-owned subsidiary of Hess Corporation, by Speedway LLC, which we refer to as "Speedway," our wholly-owned subsidiary. We refer
to our pending acquisition of Hess Retail as the "Acquisition."
The notes will be subject to a special mandatory redemption in the event that (a) the Acquisition is not consummated on or prior to September 30,
2015 or (b) if prior to September 30, 2015 the Purchase Agreement is terminated other than in connection with the consummation of the Acquisition and is
not otherwise amended or replaced. In such an event, the notes will be redeemed at a price equal to 101% of the principal amount thereof plus accrued and
unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but excluding,
the special mandatory redemption date. See "Description of the Notes--Special Mandatory Redemption."
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 unsecured unsubordinated 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 any debt of Hess Retail that remains outstanding if the
Acquisition is consummated.
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-5 of this prospectus
supplement.

Per 2024
Per 2044
Per 2054


Note

Total

Note

Total

Note

Total

http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5
Public offering price (1)
99.641% $747,307,500 98.862% $790,896,000 98.770% $395,080,000
Underwriting discount

0.650% $ 4,875,000
0.875% $ 7,000,000
0.875% $ 3,500,000
Proceeds (before expenses) to us
98.991% $742,432,500 97.987% $783,896,000 97.895% $391,580,000


(1)Plus accrued interest, if any, from September 5, 2014, 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 September 5, 2014.


Joint Book-Running Managers (2024 Notes)

MUFG

Citigroup

RBS
Barclays

Morgan Stanley

UBS Investment Bank

Wells Fargo Securities
Co-Managers (2024 Notes)

BofA Merrill Lynch DNB Markets J.P. Morgan
PNC Capital Markets LLC

The Williams Capital Group, L.P.
Joint Book-Running Managers (2044 Notes)

RBS

MUFG

Morgan Stanley
BofA Merrill Lynch

Barclays

Citigroup

J.P. Morgan
Co-Managers (2044 Notes)

Deutsche Bank Securities Fifth Third Securities
UBS Investment Bank
US Bancorp
Wells Fargo Securities
Joint Book-Running Managers (2054 Notes)

RBS

MUFG

Morgan Stanley
BofA Merrill Lynch

Barclays

Citigroup

J.P. Morgan
Co-Managers (2054 Notes)

Deutsche Bank Securities Fifth Third Securities
UBS Investment Bank
US Bancorp
Wells Fargo Securities


The date of this prospectus supplement is September 2, 2014.
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-5
Ratio of Earnings to Fixed Charges
S-9
Use of Proceeds
S-10
Capitalization
S-11
Description of Other Indebtedness
S-12
Description of the Notes
S-15
Certain United States Federal Income Tax Considerations
S-26
Certain ERISA Considerations
S-31
Underwriting
S-33
Legal Matters
S-36
Experts
S-36
Prospectus

http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5


Page
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
Ratio 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

S-i
Table of Contents
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.
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.
INFORMATION WE INCORPORATE BY REFERENCE
The SEC allows us to incorporate by reference the information we file with it, which means:


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


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

Y
information that we file with the SEC after the date of this prospectus supplement will automatically update and supersede the
http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5

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:


Y
our Annual Report on Form 10-K for the fiscal year ended December 31, 2013;

S-ii
Table of Contents

Y
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014; and


Y
our Current Reports on Form 8-K filed on May 6, 2014, May 27, 2014, June 3, 2014, August 5, 2014 and August 29, 2014.
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;


·
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;

S-iii
http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5
Table of Contents

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


·
expectations regarding the acquisition or divestiture of assets, including with respect to the Acquisition;


·
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;


·
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

producing regions, including the Middle East, Africa, Canada and South America;

S-iv
Table of Contents
·
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;


·
completion of pipeline projects within the United States;


·
changes in fuel and utility costs for our facilities;
http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5


·
failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;


·
the ability to successfully implement new assets and growth opportunities;

·
the ability and timing to satisfy closing conditions in connection with the Acquisition and any modification to the terms and

conditions of the purchase agreement for the Acquisition;


·
the ability to promptly and effectively integrate the business of Hess Retail into our operations;


·
the ability to realize the expected synergies and other benefits of the Acquisition;


·
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 second Renewable Fuel Standard contained in the Energy Independence and Security Act of 2007;

·
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; and


·
the other factors described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2013.
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.

S-v
Table of Contents
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, marketing and transportation company. We currently own and operate seven refineries,
http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5
all located in the United States, with an aggregate crude oil refining capacity of approximately 1.7 million barrels per calendar day. Our
refineries supply refined products to resellers and consumers within our market areas, including the Midwest, Gulf 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 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 ethanol and refined products 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, 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 LP, a master limited

partnership in which MPC owns a 73.6% interest (including a two percent general partnership interest), and MPC's retained
pipeline assets and investments.
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.
The Acquisition
On May 21, 2014, Speedway entered into a definitive Purchase Agreement, which we refer to as the "Purchase Agreement," with
Hess Corporation, pursuant to which Speedway has agreed to purchase from Hess Corporation all of the outstanding membership interests of
Hess Retail.
The Acquisition incorporates all of Hess Corporation's retail locations, transport operations and shipper history on various pipelines,
including approximately 40,000 barrels per day on Colonial Pipeline. The total


S-1
Table of Contents
consideration to be paid by Speedway for Hess Retail is expected to be $2.874 billion, including $274 million of capitalized leases and an
estimated $230 million of working capital. The Acquisition is expected to close in 2014, subject to the satisfaction of customary closing
conditions. We cannot provide any assurances that we will complete the Acquisition.
Hess Corporation is the largest operator of convenience stores along the East Coast region of the United States and the fifth largest in
the United States by number of company-operated sites, with approximately 1,250 stores located in 16 states. Speedway is the United States'
fourth-largest convenience store chain by number of company-owned and -operated sites, with approximately 1,490 stores located in nine
states. The addition of Hess Retail's stores to the Speedway network of sites will broaden Speedway's geographic footprint and is expected to
position Speedway as the premier convenience store operator in the eastern United States.
We intend to finance the Acquisition, including the payment of related fees and expenses, with cash on hand, borrowings under our
new term loan agreement and the net proceeds from this offering. See "Description of Other Indebtedness--New Term Loan Agreement" for a
discussion of the new term loan agreement.


S-2
http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5
Table of Contents
The Offering

Issuer
Marathon Petroleum Corporation, a Delaware corporation.

Securities offered
$1,950,000,000 aggregate principal amount of notes, consisting of $750,000,000 aggregate
principal amount of 3.625% Senior Notes due 2024, $800,000,000 aggregate principal amount of
4.750% Senior Notes due 2044 and $400,000,000 aggregate principal amount of 5.000% Senior
Notes due 2054.

Maturity dates
The 2024 notes will mature on September 15, 2024, the 2044 notes will mature on
September 15, 2044 and the 2054 notes will mature on September 15, 2054.

Interest payment dates
We will pay interest on the 2024 notes semi-annually in arrears on March 15 and September 15
of each year, commencing on March 15, 2015. We will pay interest on the 2044 notes semi-
annually in arrears on March 15 and September 15 of each year, commencing on March 15,
2015. We will pay interest on the 2054 notes semi-annually in arrears on March 15 and
September 15 of each year, commencing on March 15, 2015.

Interest rates
The 2024 notes will bear interest at 3.625% per year, the 2044 notes will bear interest at 4.750%
per year and the 2054 notes will bear interest at 5.000% 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."

Special mandatory redemption
The notes will be subject to a special mandatory redemption in the event that (a) the Acquisition
is not consummated on or prior to September 30, 2015 or (b) if prior to September 30, 2015 the
Purchase Agreement is terminated, other than in connection with the consummation of the
Acquisition and is not otherwise amended or replaced. In such an event, the notes will be
redeemed at a price equal to 101% of the principal amount thereof plus accrued and unpaid
interest from the date of initial issuance, or the most recent date to which interest has been paid
or provided for, whichever is later, to, but excluding, the special mandatory redemption date,
such redemption being a "special mandatory redemption." The "special mandatory redemption
date" means the date no later than the tenth business day following the earlier to occur of (a)
September 30, 2015 or (b) the date that the Purchase Agreement is terminated other than in
connection with the consummation of the Acquisition and is not otherwise amended or replaced.
See "Description of the Notes--Special Mandatory Redemption."

Ranking
The 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 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 any debt of Hess Retail that
remains outstanding if the


S-3
Table of Contents
Acquisition is consummated. 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."

http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5
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."

Future issuances
The 2024 notes will be limited initially to $750,000,000 in aggregate principal amount, the 2044
notes will be limited initially to $800,000,000 in aggregate principal amount and the 2054 notes
will be limited initially to $400,000,000 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 $1,914.9 million from this offering. We intend to use the net
proceeds from this offering to fund, in part, the Acquisition. 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 accompanying
prospectus for a discussion of factors that should be carefully considered before investing in the
notes.


S-4
Table of Contents
RISK FACTORS
An investment in the notes involves risk. Prior to making a decision about investing in the notes, and in consultation with your own
financial and legal advisors, you should carefully consider the following risk factors regarding the notes and this offering, as well as the risk
factors incorporated by reference in this prospectus supplement from our Annual Report on Form 10-K for the year ended December 31, 2013
under the heading "Risk Factors," and other filings we may make from time to time with the SEC. You should also refer to the other information
in this prospectus supplement and the accompanying prospectus, including our financial statements and the related notes incorporated by
reference into this prospectus supplement and the accompanying prospectus. 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.
Risks Relating to this Offering and the Notes
Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent us from
fulfilling our obligations under our outstanding debt securities, as well as the notes.
We have substantial existing debt, and we expect our debt to increase significantly as a result of our financing of the Acquisition. As of
June 30, 2014, after giving effect to the Acquisition, the borrowing in full under the new term loan agreement and the issuance and sale of the
http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


424B5
notes offered hereby, we would have had total debt of approximately $6.289 billion. We also have the capacity under our revolving credit
agreement (as defined herein), the trade receivables facility (as defined herein) and the MPLX credit agreement (as defined herein) to incur
substantial additional debt. Our level of debt could have important consequences. For example, it could:


·
make it more difficult for us to make payments on our debt;

·
require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the

availability of our cash flow to fund working capital, capital expenditures, acquisitions, dividends, share repurchases and other
general corporate purposes;


·
increase our vulnerability to adverse economic or industry conditions;


·
limit our ability to obtain additional financing to enable us to react to changes in our business; or


·
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
Additionally, any failure to meet required payments on our debt, or failure to comply with any covenants in the instruments governing
our debt, could result in an event of default under the terms of those instruments. In the event of such default, the holders of such debt could elect
to declare all the amounts outstanding under such instruments to be due and payable.
Changes in our credit ratings may adversely affect the value of the notes.
The ratings assigned to the notes could be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's
judgment, circumstances warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings
are under review for a downgrade, could affect the market value of the notes.
The indenture does not restrict the amount of additional debt that we and our affiliates may incur and the revolving credit agreement,
the new term loan agreement, the trade receivables facility and the MPLX credit agreement permit us and our affiliates to incur
substantial additional unsecured debt.
The notes and the indenture do not place any limitation on the amount of unsecured debt that we may incur and the revolving credit
agreement, the new term loan agreement, the trade receivables facility and the

S-5
Table of Contents
MPLX credit agreement permit us and our affiliates to incur substantial additional unsecured debt. Our incurrence of additional debt, and the
incurrence of additional debt by any of our affiliates, may have important consequences for you as a holder of the notes, including making it more
difficult for us to satisfy our obligations with respect to the notes, a loss in the market value of your notes and a risk that the credit rating of the
notes is lowered or withdrawn.
The terms of the notes do not require us to offer to repurchase the notes upon a "change of control" transaction.
The terms of the notes do not require us to offer to repurchase the notes upon a "change of control" transaction. Accordingly, holders
will not have the right to require us to repurchase the notes if we enter into transactions that result in a change of control of our company and a
decrease in the ratings of the notes. Our existing notes and certain other existing debt obligations provide such rights to holders of those
obligations.
We are a holding company and depend on dividends and other distributions from our subsidiaries.
MPC is a holding company with limited direct operations. Our principal assets are the equity interests that we hold in our subsidiaries.
As a result, we depend on dividends and other distributions from our subsidiaries to generate the funds necessary to meet our financial obligations,
including the payment of principal and interest on our outstanding indebtedness. Our subsidiaries are legally distinct from us and have no
obligation to pay amounts due on our indebtedness or to make funds available for such payment. In addition, our subsidiaries will be permitted
under the terms of the indenture to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends
or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our
subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the notes when due.
Neither MPC nor any subsidiary of MPC has any property that has been determined to be a principal property under the indenture.
http://www.sec.gov/Archives/edgar/data/1510295/000119312514331877/d772396d424b5.htm[9/4/2014 4:19:13 PM]


Document Outline