Obbligazione Marathon Oil 4.7% ( US56585ABH41 ) in USD

Emittente Marathon Oil
Prezzo di mercato 99.96 USD  ▼ 
Paese  Stati Uniti
Codice isin  US56585ABH41 ( in USD )
Tasso d'interesse 4.7% per anno ( pagato 2 volte l'anno)
Scadenza 30/04/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Marathon Petroleum US56585ABH41 in USD 4.7%, scaduta


Importo minimo 2 000 USD
Importo totale 1 250 000 000 USD
Cusip 56585ABH4
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.

The Obbligazione issued by Marathon Oil ( United States ) , in USD, with the ISIN code US56585ABH41, pays a coupon of 4.7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/04/2025

The Obbligazione issued by Marathon Oil ( United States ) , in USD, with the ISIN code US56585ABH41, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Marathon Oil ( United States ) , in USD, with the ISIN code US56585ABH41, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Unit

Offering Price

Registration Fee(1)
4.500% Senior Notes due 2023

$1,250,000,000

99.941%

$1,249,262,500

$162,155
4.700% Senior Notes due 2025

$1,250,000,000

99.805%

$1,247,562,500

$161,934



(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-237799

PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 23, 2020)

$2,500,000,000

$1,250,000,000 4.500% Senior Notes due 2023
$1,250,000,000 4.700% Senior Notes due 2025



We are offering $1,250,000,000 aggregate principal amount of 4.500% Senior Notes due 2023, which we refer to as the "2023 notes" and
$1,250,000,000 aggregate principal amount of 4.700% Senior Notes due 2025, which we refer to as the "2025 notes." We collectively refer to the 2023
notes and the 2025 notes as the "notes."

We will pay interest on the 2023 notes semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020. We
will pay interest on the 2025 notes semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020.

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-12 of this prospectus supplement.





Per 2023 Note

Total

Per 2025 Note

Total

Public offering price(1)


99.941%
$1,249,262,500

99.805%
$1,247,562,500
Underwriting discount


0.450%
$
5,625,000

0.600%
$
7,500,000
Proceeds (before expenses) to us


99.491%
$1,243,637,500

99.205%
$1,240,062,500

(1) Plus accrued interest, if any, from April 27, 2020, if settlement occurs after that date.

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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 April 27, 2020.

Joint Book-Running Managers

Citigroup
J.P. Morgan
Mizuho Securities



Barclays

RBC Capital Markets

TD Securities

BNP PARIBAS
MUFG

PNC Capital Markets LLC
SMBC Nikko

US Bancorp

Co-Managers

Fifth Third Securities

Huntington Capital Markets



The date of this prospectus supplement is April 23, 2020.
Table of Contents
TABLE OF CONTENTS


Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
WHERE YOU CAN FIND MORE INFORMATION
S-ii
INFORMATION WE INCORPORATE BY REFERENCE
S-ii
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-12
USE OF PROCEEDS
S-17
DESCRIPTION OF OTHER INDEBTEDNESS
S-18
DESCRIPTION OF THE NOTES
S-22
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-32
CERTAIN ERISA CONSIDERATIONS
S-37
UNDERWRITING (CONFLICTS OF INTEREST)
S-39
LEGAL MATTERS
S-45
EXPERTS
S-45

Page
PROSPECTUS

ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

2
FORWARD-LOOKING STATEMENTS

4
THE COMPANY

7
RISK FACTORS

8
USE OF PROCEEDS

9
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL

10
DESCRIPTION OF DEBT SECURITIES

11
DESCRIPTION OF CAPITAL STOCK

21
DESCRIPTION OF WARRANTS

27
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

29
PLAN OF DISTRIBUTION

30
LEGAL MATTERS

32
EXPERTS

32



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ABOUT THIS PROSPECTUS SUPPLEMENT

We provide information to you about this offering in two parts. The first part is this prospectus supplement, which describes the specific terms of
this offering and adds to, updates and changes information contained in the accompanying prospectus. The second part is the accompanying prospectus,
which provides general information, some of which may not apply to this offering. This prospectus supplement should be read in conjunction with the
accompanying prospectus. To the extent the information contained in this prospectus supplement is inconsistent with the information in the accompanying
prospectus, you should rely on the information in 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. We are

S-i
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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. 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 on the cover page of those respective documents. Our business, financial condition, results of operations and
prospects may have changed since those respective dates.

Except as otherwise indicated, 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. References to "Andeavor" refer to our wholly-owned subsidiary, Andeavor LLC (successor by merger to Andeavor) and its subsidiaries.

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 Securities and Exchange Commission, which we refer to as 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, or accessible through, our website 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" into this prospectus supplement and the accompanying prospectus the information in documents
we have filed with the SEC. This means that we can disclose important information to you without actually including the specific information in the
prospectus supplement or accompanying prospectus by referring you to other documents filed separately with the SEC. These other documents contain
important information about us, our financial condition and results of operation. The information we incorporate by reference is considered to be a part of
this prospectus supplement and the accompanying prospectus. 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. 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 supplement and the accompanying prospectus to the extent that a statement contained in or omitted from this prospectus supplement or the
accompanying 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 supplement and the accompanying prospectus.

We incorporate by reference the following documents into this prospectus supplement:

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2019; and

· our Current Reports on Form 8-K filed on March 18 , 2020 and April 22, 2020.

We also incorporate by reference 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) until the

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termination of this offering. We do not and will not, however, incorporate by reference in this prospectus supplement or the accompanying prospectus any
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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

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus, including the documents incorporated herein and therein by reference, include
forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as
"anticipate," "believe," "commitment," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may," "objective,"
"opportunity," "outlook," "plan," "policy," "position," "potential," "predict," "priority," "project," "proposition," "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 supplement, the
accompanying prospectus and the documents we have incorporated by reference.

Forward-looking statements include, among other things, statements regarding:

· 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;

· 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 investment;

· consumer demand for refined products, natural gas and natural gas liquids, which we refer to as "NGLs;"

· the timing and amount of any future common stock repurchases; 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.

Our forward-looking 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. Material differences between actual results and any future performance suggested in our forward-
looking statements could result from a variety of factors, including the following:

· the effects of the recent outbreak of COVID-19 and the adverse impact thereof on our business, financial condition, results of operations and
cash flows, including, but not limited to, our growth, operating costs, labor availability, logistical capabilities, customer demand for our products

and industry demand generally, margins, inventory value, cash position, taxes, the price of our securities and trading markets with respect
thereto, our ability to access capital markets, and the global economy and financial markets generally;

S-iii
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· the effects of the recent outbreak of COVID-19, and the current economic environment generally, on our working capital, cash flows and

liquidity, which can be significantly affected by decreases in commodity prices;

· our ability to successfully complete the planned Speedway separation within the expected timeframe or at all;

· 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;

· risks relating to any unforeseen liabilities of Andeavor;

· further impairments;

· risks related to the acquisition of Andeavor Logistics LP, which we refer to as "ANDX," by MPLX;

· our ability to complete any divestitures on commercially reasonable terms and within the expected timeframe, and the effects of any such

divestitures on the business, financial condition, results of operations and cash flows;

· the effect of restructuring or reorganization of business components;

· the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks;

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· our ability to manage disruptions in credit markets or changes to credit ratings;

· the reliability of processing units and other equipment;

· the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to execute business plans and to effect any share

repurchases or dividend increases, including within the expected timeframe;

· the potential effects of judicial or other proceedings on the business, financial condition, results of operations and cash flows;

· continued or further volatility in and degradation of general economic, market, industry or business conditions;

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

compliance with the Renewable Fuel Standard, and enforcement actions initiated thereunder;

· adverse market conditions or other similar risks affecting MPLX;

· 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;

· the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;

· political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States and Mexico, 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;

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· completion of pipeline projects within the United States;

· changes in fuel and utility costs for our facilities;

· accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or

equipment, or those of our suppliers or customers;

· 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;

· adverse changes in laws including with respect to tax and regulatory matters;

· political pressure and influence of environmental groups and other stakeholders 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 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.

We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

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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 governing the notes, which we refer to
as 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 as well as the other documents
incorporated by reference, carefully, including the "Risk Factors" sections and our consolidated financial statements and the related notes.

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Marathon Petroleum

Marathon Petroleum Corporation has over 130 years of experience in the energy business, and is 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 refining capacity and believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers in the
United States. We believe we operate the second largest chain of company-owned and operated retail gasoline and convenience stores in the United
States. We distribute our refined products through one of the largest terminal operations in the United States and one of the largest private domestic
fleets of inland petroleum product barges. In addition, our integrated midstream energy asset network links producers of natural gas and NGLs from
some of the largest supply basins in the United States to domestic and international markets.

Our operations consist of three reportable operating segments: Refining & Marketing, Retail and Midstream. 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 16 refineries in the Gulf Coast, Mid-Continent and West Coast
regions of the United States, purchases refined products and ethanol for resale and distributes refined products through transportation,

storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing
customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs
who operate primarily Marathon® branded outlets.

· Retail -- sells transportation fuels and convenience products in the retail market across the United States through company-owned and

operated convenience stores, primarily under the Speedway® brand, and long-term fuel supply contracts with direct dealers who operate
locations mainly under the ARCO® brand.

· Midstream -- transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment
via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports,
fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX. MPLX is a diversified, large-cap

master limited partnership, which we refer to as "MLP," formed in 2012 that owns and operates midstream energy infrastructure and
logistics assets and provides fuels distribution services. As of December 31, 2019, we owned the general partner and approximately
63 percent of the outstanding MPLX common units.

On October 31, 2019, we announced our intention to separate our retail transportation fuel and convenience store business, which is operated
primarily under the Speedway brand, into an independent, publicly traded company through a tax-free distribution to MPC shareholders of publicly
traded stock in the new independent retail transportation fuel and convenience store company. This transaction is targeted to be completed in the
fourth quarter of 2020, subject to market, regulatory and certain other conditions, including final approval by

S-1
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MPC's board of directors, receipt of customary assurances regarding the intended tax-free nature of the transaction, and the effectiveness of a
registration statement to be filed with the SEC. The Speedway business is currently a reporting unit within our Retail segment. MPC will retain its
direct dealer business, which is also included in the Retail segment as currently reported.

MPC's board of directors also formed a special committee to evaluate strategies to enhance shareholder value through a review of the
Midstream business and to analyze, among other things, the strategic fit of assets with MPC, the ability to realize full valuation credit for midstream
earnings and cash flow, balance sheet impacts including liquidity and credit ratings, transaction tax impacts, separation costs, and overall
complexity. On March 18, 2020, MPC announced the unanimous decision of its board of directors to maintain MPC's current midstream structure,
with MPC remaining as the general partner 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.

Recent Developments

Preliminary First Quarter 2020 Financial Information

Although our financial statements for the quarter ended March 31, 2020 are not yet complete, certain preliminary estimated financial
information is available and is shown in estimated ranges in the table below. Such preliminary estimated financial information does not include
charges for impairments of goodwill, long-lived assets and equity method investments, lower of cost or market charges and other items as described
in the notes below, all of which are currently being evaluated. While these impairments and charges are all non-cash items, the impacts on our
reported results are expected to be material.

Preliminary Consolidated Statements of Income Data (Estimated)

Estimated


Range



Low

High

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(in millions of dollars, unaudited)


Revenues and other income(a)
$24,100
$26,700
Total costs and expenses(b)(c)
23,700
26,000
Income from operations(d)

400
700
Net loss attributable to MPC(d)

(250)
(25)
Net cash provided by operating activities before change in working capital

1,260 1,380
Change in working capital
(2,180)
(2,000)
Net cash used in operating activities

(920)
(620)
Adjusted EBITDA(e)

1,690 1,990

(a) Revenues and other income excludes adjustments for other-than-temporary non-cash impairments of our equity method investments, which
we currently expect to be between $1.2 billion and $1.4 billion.
(b) Total costs and expenses excludes a lower of cost or market inventory valuation adjustment estimated to be between $3.1 billion and
$3.3 billion. Inventories are stated at the lower of cost or market. Costs of crude oil, refinery feedstocks and refined products are aggregated on
a consolidated basis for purposes of assessing if the last-in, first-out, which we refer to as "LIFO," cost basis of these inventories may have to
be written down to market values. At March 31, 2020, market values for these inventories were lower than their LIFO cost basis and, as a
result, we expect to record an inventory valuation charge to cost of revenues to value these inventories at the lower of cost or market. Based on
movements of refined product prices, future inventory valuation adjustments could have a negative or positive effect on earnings. Such losses
are subject to reversal in subsequent periods if prices recover.

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(c) Total costs and expenses excludes estimated pre-tax non-cash goodwill impairment expenses expected to be recorded for the first quarter of
2020 of between $7.3 billion to $7.8 billion and any potential long-lived asset impairment charges. We are performing impairment assessments
for certain of our long-lived asset groups. These assessments are not complete, and upon completion, we may record additional impairment
expenses not presently estimated within this range. Please refer to the "Critical Accounting Estimates" section below for additional detail
relating to our first quarter 2020 goodwill, long-lived assets and equity method investment impairment assessments.
(d) Represents preliminary income from operations and net loss attributable to MPC excluding certain non-recurring items including estimated
non-cash impairment charges for goodwill, long-lived assets and equity method investments, lower of cost or market charges and $35 million
of transaction-related costs incurred in connection with the Speedway separation, midstream strategic review, and other related activities.
(e) Adjusted EBITDA is not defined under U.S. generally accepted accounting principles, which we refer to as "GAAP." Please see below for a
reconciliation of such non-GAAP financial measure to its most directly comparable GAAP financial measure, as well as the reasons for the use
of this non-GAAP financial measure.

Preliminary Consolidated Balance Sheet Data (Estimated)

As of March 31,


2020

(in millions of dollars, unaudited)

Cash and cash equivalents

$
1,690




MPC debt(a)


11,138
MPLX debt


20,471




Total consolidated debt

$
31,609





(a) Reflects $2 billion of borrowings under the five-year revolving credit facility in March 2020. Does not reflect $1.5 billion of additional
borrowings under the five-year revolving credit facility subsequent to March 31, 2020.

Remaining Capacity Under our Facilities

As of April 22, 2020, the available borrowing capacity under MPC's credit facilities was as follows (in millions):

As of April 22,


2020

(in millions of dollars, unaudited)

MPC $1 billion 364-day bank revolving credit facility(a)

$
1,000
MPC $5 billion five-year revolving credit facility(b)


1,499
MPC $750 million trade receivable securitization facility(c)


517




Total available borrowing capacity

$
3,016





(a) Matures September 2020. Does not give effect to the potential new 364-day revolving credit facility that we are currently negotiating.
(b) Matures October 2023. Reflects $2 billion of borrowings in March 2020 and $1.5 billion of additional borrowings in April 2020, for an
aggregate of $3.5 billion of borrowings, and approximately $1 million in face amount of letters of credit, outstanding under the five-year
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revolving credit facility.

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(c) We have a trade accounts receivable securitization facility with a group of third-party entities and financial institutions to sell up to
$750 million of eligible trade receivables on a revolving basis, maturing July 2021. Our borrowing capacity under our accounts receivable sales
facility is determined based on the value of certain eligible receivables as of the most recent reporting date. As a result of declining product
prices, our receivables have declined in value, which has in turn decreased our borrowing capacity under this facility from $750 million to an
estimated $517 million as of the date hereof. We do not have any outstanding borrowings under this facility.

The preliminary estimated information set forth above does not represent a comprehensive statement of our results of operations or financial
condition as of or for the quarter ended March 31, 2020. The final comprehensive statements of our results of operations and financial condition as
of and for the quarter ended March 31, 2020 may vary from our current expectations and may be different from the information described above as
our quarterly financial statement preparation process is not yet complete and additional developments and adjustments may arise between now and
the time the financial information for this period is finalized. In addition, these preliminary estimates are not necessarily indicative of the results to
be achieved for the remainder of 2020 or in any future period. There can be no assurance that these estimates will be realized, and estimates are
subject to risks and uncertainties, many of which are not within our control. Accordingly, you should not place undue reliance on the preliminary
estimated financial information.

The preliminary estimated financial data has been prepared by, and is the responsibility of, our management. PricewaterhouseCoopers LLP has
not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly,
PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

Non-GAAP Financial Measures

Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of
methodologies other than in accordance with GAAP. We believe these non-GAAP financial measures are useful to investors and analysts to assess
our ongoing financial performance because, when reconciled to their most comparable GAAP financial measures, they provide improved
comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance and that
may obscure our underlying business results and trends. These measures should not be considered a substitute for, or superior to, measures of
financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported
by other companies. Adjusted EBITDA is one of these-GAAP financial measures.

Adjusted EBITDA represents earnings before net interest and other financial costs, income taxes, depreciation and amortization expense as
well as adjustments to exclude refining turnaround costs and other items shown in the table below. We believe this non-GAAP financial measure is
useful to investors and analysts to analyze and compare our operating performance between periods by excluding items that do not reflect the core
operating results of our business or in the case of turnarounds, which provide benefits over multiple years. We also believe that excluding
turnaround costs from this metric is useful for comparability to other companies as certain of our competitors defer these costs and amortize them
between turnarounds. Adjusted EBITDA should not be considered as a substitute for, or superior to segment income (loss) from operations, net
income attributable to MPC, income before income taxes, cash flows from operating activities or any other measure of financial performance
presented in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

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Reconciliation of Preliminary Net Loss Attributable to MPC (Estimated) to Preliminary Adjusted EBITDA (Estimated)

March 31,


2020



Low
High
(in millions of dollars, unaudited)


Net loss attributable to MPC (a)
$ (250)
$
(25)
Plus (Less):


Net interest and other financial costs

340
340
Net income attributable to noncontrolling interests

290
290
Benefit for income taxes

20
95
Depreciation and amortization

960
960
Refining planned turnaround costs

330
330








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Adjusted EBITDA
$1,690
$1,990









(a) Represents preliminary net loss attributable to MPC excluding certain non-recurring items including estimated non-cash impairment charges
for goodwill, long-lived assets and equity method investments, lower of cost or market charges and $35 million of transaction-related costs
incurred in connection with the Speedway separation, midstream strategic review, and other related activities. See the notes to "Preliminary
Consolidated Statements of Income Data (Estimated)" above for estimates of these charges that are excluded from preliminary net loss
attributable to MPC.

Critical Accounting Estimates
Impairment Assessments of Long-Lived Assets, Intangible Assets, Goodwill and Equity Method Investments

Fair value calculated for the purpose of testing our long-lived assets, intangible assets, goodwill and equity method investments for impairment
is estimated using the expected present value of future cash flows method and comparative market prices when appropriate. Significant judgment is
involved in performing these fair value estimates since the results are based on forecasted financial information prepared using significant
assumptions including:

· Future margins on products produced and sold. Our estimates of future product margins are based on our analysis of various supply and

demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital
expenditures and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.

· Future volumes. Our estimates of future refinery, retail, pipeline throughput and natural gas and natural gas liquid processing volumes are
based on internal forecasts prepared by our Refining & Marketing, Retail and Midstream segments operations personnel. Assumptions about

the effects of COVID-19 on our future volumes are inherently subjective and contingent upon the duration of the pandemic, which is
difficult to forecast.

· Discount rate commensurate with the risks involved. We apply a discount rate to our cash flows based on a variety of factors, including

market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable
market transactions, if possible. A higher discount rate decreases the net present value of cash flows.

· Future capital requirements. These are based on authorized spending and internal forecasts.

We base our fair value estimates on projected financial information which we believe to be reasonable. However, actual results may differ
materially from these projections.

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The need to test for impairment can be based on several indicators, including a significant reduction in prices of or demand for products
produced, a weakened outlook for profitability, a significant reduction in pipeline throughput volumes, a significant reduction in natural gas or
natural gas liquids processed, a significant reduction in refining or retail fuel margins, other changes to contracts or changes in the regulatory
environment.

Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value
of the assets may not be recoverable based on the expected undiscounted future cash flow of an asset group. For purposes of impairment evaluation,
long-lived assets must be grouped at the lowest level for which independent cash flows can be identified. If the sum of the undiscounted estimated
pretax cash flows is less than the carrying value of an asset group, fair value is calculated, and the carrying value is written down if greater than the
calculated fair value.

Unlike long-lived assets, goodwill is subject to annual, or more frequent if necessary, impairment testing at the reporting unit level. A goodwill
impairment loss is measured as the amount by which a reporting unit's carrying value exceeds its fair value, without exceeding the recorded amount
of goodwill.

The "COVID-19" section below describes the effects that the recent outbreak of COVID-19 and its development into a pandemic and the
recent decline in commodity prices have had on our business. Due to these developments, we are in the process of performing impairments
assessments as discussed further below.

Our impairment assessment of our long-lived assets is in process. We are presently evaluating expected undiscounted future cash flows of
certain asset groups related to the effects of COVID-19 and the decline in commodity prices to determine if the carrying value of these assets groups
is recoverable.

Prior to performing our goodwill impairment assessment as of March 31, 2020, we had goodwill totaling approximately $20.0 billion
associated with eight of our 10 reporting units. Our impairment assessments are not complete, but we are presently estimating we will record
goodwill impairment expenses between $7.3 billion to $7.8 billion. These estimated goodwill impairment expenses are primarily driven by the
effects of COVID-19 and the decline in commodity prices. As our impairment assessment is not complete, we are unable to disclose the sensitivity
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of our analysis results to discount rates or the percentage by which other reporting unit fair values exceed carrying value.

Significant assumptions used to estimate the reporting units' fair value included estimates of future cash flows and market information for
comparable assets. If estimates for future cash flows, which are impacted by future margins on products produced or sold, future volumes, and
capital requirements, were to decline, the overall reporting units' fair values would decrease, resulting in potential goodwill impairment charges. Fair
value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no
assurance that the estimates and assumptions made for purposes of the impairment tests will prove to be an accurate prediction of the future.

Equity method investments are assessed for impairment whenever factors indicate an other than temporary loss in value. Factors providing
evidence of such a loss include the fair value of an investment that is less than its carrying value, absence of an ability to recover the carrying value
or the investee's inability to generate income sufficient to justify our carrying value. As a result of the effects of COVID-19 and the decline in
commodity prices, we are in process of performing Level 3 fair value measurements of certain equity method investments to determine if an other
than temporary loss of value has occurred. These fair value measurements and other than temporary loss assessments are not complete, but we are
presently estimating MPC will record $1.2 billion to $1.4 billion of impairment expense through "Revenues and other income" as disclosed within
the `Preliminary Consolidated Statements of Income Data (Estimated)' table above.

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An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions (e.g.,
pricing, volumes and discount rates) that can materially affect our estimates. That is, unfavorable adjustments to some of the above listed
assumptions may be offset by favorable adjustments in other assumptions.

COVID-19

The recent outbreak of COVID-19 and its development into a pandemic in March 2020 have resulted in significant economic disruption
globally. Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19
through social distancing have restricted travel, many business operations, public gatherings and the overall level of individual movement and
in-person interaction across the globe.

This has in turn significantly reduced global economic activity and resulted in airlines dramatically cutting back on flights and a decrease in
motor vehicle use at a time when seasonal driving patterns typically result in an increase of consumer demand for gasoline. As a result, there has
also been a decline in the demand for the refined petroleum products that we manufacture and sell.

In addition, recent global geopolitical events and macroeconomic conditions have exacerbated the decline in crude oil prices and have
contributed to an increase in crude oil price volatility.

The decrease in the demand for refined petroleum products coupled with the decline in the price of crude oil has resulted in a significant
decrease in the price of the refined petroleum products we produce and sell.

The price of refined products we sell and the feedstocks we purchase impact our revenues, income from operations, net income and cash
flows. In addition, a decline in the market prices for products held in our inventories below the carrying value of our inventory may result in the
adjustment of the value of our inventories to the lower market price and a corresponding loss on the value of our inventories, and any such
adjustment is likely to be material. See "Preliminary First Quarter 2020 Financial Information" above for our estimates of our expected inventory
valuation charge for the first quarter of 2020.

We are actively responding to the impacts that these matters are having on our business. During March and continuing through April 2020, we
started reducing the amount of crude oil processed at our refineries in response to the decreased demand for our products, and we temporarily idled
portions of refining capacity to further limit production. In addition to these measures to address our operations, we are addressing our liquidity as
outlined below.

· We expect to defer or delay certain capital expenditures that we had expected to make in 2020.

· We have taken actions to reduce operating expenses across the business.

· We expect to defer certain direct and indirect tax payments for the first quarter of 2020, and we plan, to the extent possible, to defer certain

other direct and indirect tax payments in 2020. These deferrals have been provided to taxpayers under new legislation, such as the
Coronavirus Aid, Relief, and Economic Security Act in the U.S., and by various taxing authorities under existing legislation.

· We have not purchased any shares of our common stock under our repurchase program in 2020, and we will evaluate the timing of any

future repurchases when appropriate.

· We have drawn a total of $3.5 billion under our five-year revolving credit facility, as further described below. MPC made these borrowings

to provide financial flexibility given the recent commodity price downturn and the significant working capital impact associated with the
decline in crude oil prices.

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