Marathon Petroleum Corp (Form: 10-Q, Received: 05/09/2012 16:50:03)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35054

Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)


Delaware		27-1284632
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

539 South Main Street, Findlay, Ohio		45840-3229
(Address of principal executive offices)		(Zip code)

(419) 422-2121

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

There were 340,722,047 shares of Marathon Petroleum Corporation common stock outstanding as of April 30, 2012.

MARATHON PETROLEUM CORPORATION

Form 10-Q

Quarter Ended March 31, 2012

IN DEX


	Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Statements of Income (Unaudited)		2
Consolidated Statements of Comprehensive Income (Unaudited)		3
Consolidated Balance Sheets (Unaudited)		4
Consolidated Statements of Cash Flows (Unaudited)		5
Consolidated Statements of Stockholders’ Equity / Net Investment (Unaudited)		6
Notes to Consolidated Financial Statements (Unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures about Market Risk		39
Item 4. Controls and Procedures		40
Supplementary Statistics (Unaudited)		41

PART II—OTHER INFORMATION
Item 1. Legal Proceedings		43
Item 1A. Risk Factors		44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 6. Exhibits		46
Signatures		47

Unless otherwise stated or the context otherwise indicates, all references in this Form 10-Q to “MPC,” “us,” “our,” “we” or “the Company” mean Marathon Petroleum Corporation and its consolidated subsidiaries, and for periods prior to its spinoff from Marathon Oil Corporation, the Refining, Marketing & Transportation Business of Marathon Oil Corporation.

Part I—Fi nancial Information

Item 1. Financial Statements

Marathon Petroleum Corporation

Cons olidated Statements of Income (Unaudited)

		00000000			00000000
	Three Months Ended March 31,
(In millions, except per share data)	2012			2011
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	20,264		$	17,819
Sales to related parties		1			23
Income from equity method investments		2			9
Net gain on disposal of assets		2			1
Other income		6			19

Total revenues and other income		20,275			17,871


Costs and expenses:
Cost of revenues (excludes items below)		17,309			14,557
Purchases from related parties		63			785
Consumer excise taxes		1,380			1,209
Depreciation and amortization		230			216
Selling, general and administrative expenses		263			217
Other taxes		74			68

Total costs and expenses		19,319			17,052


Income from operations		956			819
Related party net interest and other financial income		—			17
Net interest and other financial income (costs)		(22	)		(14	)


Income before income taxes		934			822
Provision for income taxes		338			293


Net income	$	596		$	529


Per Share Data (See Note 5)
Basic:
Net income per share	$	1.71		$	1.49
Weighted average shares outstanding		348			356

Diluted:
Net income per share	$	1.70		$	1.48
Weighted average shares outstanding		350			358
Dividends paid	$	0.25			—

The accompanying notes are an integral part of these consolidated financial statements.

Marathon Petroleum Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

		00000000		00000000
	Three Months Ended March 31,
(In millions)	2012		2011
Net income	$	596	$	529
Other comprehensive income:
Defined benefit postretirement and post-employment plans:
Actuarial changes reclassification, net of tax of $8 and $7		16		11
Prior service costs reclassification, net of tax of $1 and $1		1		1

Other comprehensive income		17		12

Comprehensive income	$	613	$	541

The accompanying notes are an integral part of these consolidated financial statements.

Marathon Petroleum Corporation

Consolidated Balance Sheets (Unaudited)

		December 31,			December 31,
	March 31,			December 31,
(In millions, except per share data)	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	2,205		$	3,079
Receivables, less allowance for doubtful accounts of $2 and $3		5,867			5,461
Inventories		3,352			3,320
Other current assets		156			141

Total current assets		11,580			12,001
Equity method investments		302			302
Property, plant and equipment, net		12,246			12,228
Goodwill		842			842
Other noncurrent assets		336			372

Total assets	$	25,306		$	25,745

Liabilities
Current liabilities:
Accounts payable	$	7,803		$	8,189
Payroll and benefits payable		261			312
Consumer excise taxes payable		337			337
Accrued taxes		582			558
Long-term debt due within one year		17			15
Other current liabilities		201			180

Total current liabilities		9,201			9,591
Long-term debt		3,304			3,292
Deferred income taxes		1,509			1,310
Defined benefit postretirement plan obligations		1,809			1,783
Deferred credits and other liabilities		267			264

Total liabilities		16,090			16,240

Commitments and contingencies (see Note 18)

Stockholders’ Equity
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)		—			—
Common stock:
Issued—358 million and 357 million shares (par value $0.01 per share, 1 billion shares authorized)		4			4
Held in treasury, at cost—18 million shares at March 31, 2012		(743	)		—
Additional paid-in capital		9,410			9,482
Retained earnings		1,407			898
Accumulated other comprehensive loss		(862	)		(879	)

Total stockholders’ equity		9,216			9,505

Total liabilities and stockholders’ equity	$	25,306		$	25,745

The accompanying notes are an integral part of these consolidated financial statements.


Marathon Petroleum Corporation Consolidated Statements of Cash Flows (Unaudited)
	Three Months Ended
	March 31,
(In millions)	2012			2011
*Increase (decrease) in cash and cash equivalents*
Operating activities:
Net income	$	596		$	529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		230			216
Pension and other postretirement benefits, net		52			46
Deferred income taxes		192			(12	)
Net gain on disposal of assets		(2	)		(1	)
Equity method investments, net		6			(1	)
Changes in the fair value of derivative instruments		9			(27	)
Changes in:
Current receivables		(406	)		(471	)
Inventories		(32	)		336
Current accounts payable and accrued liabilities		(332	)		299
All other, net		34			1

Net cash provided by operating activities		347			915

Investing activities:
Additions to property, plant and equipment		(309	)		(243	)
Disposal of assets		2			125
Investments in related party debt securities—purchases		—			(3,354	)
—redemptions		—			2,993
Investments—loans and advances		(7	)		(24	)
—repayments of loans		—			19
All other, net		3			—

Net cash used in investing activities		(311	)		(484	)

Financing activities:
Long-term debt payable to Marathon Oil and subsidiaries—borrowings		—			4,403
—repayments		—			(7,969	)
Long-term debt—borrowings		—			2,989
—repayments		(3	)		(3	)
Debt issuance costs		—			(37	)
Issuance of common stock		27			—
Common stock repurchased		(850	)		—
Dividends paid		(87	)		—
Contributions from Marathon Oil		—			287
All other, net		3			—

Net cash used in financing activities		(910	)		(330	)

Net increase (decrease) in cash and cash equivalents		(874	)		101
Cash and cash equivalents at beginning of period		3,079			118

Cash and cash equivalents at end of period	$	2,205		$	219

The accompanying notes are an integral part of these consolidated financial statements.

Marathon Petroleum Corporation

Consolidated Statements of Stockholders’ Equity / Net Investment (Unaudited)


(In millions)	Common Stock		Treasury Stock			Additional Paid-in Capital			Retained Earnings			Net Investment		Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity / Net Investment
Balance as of December 31, 2010	$	—	$	—		$	—		$	—		$	8,867	$	(623	)	$	8,244
Net income		—		—			—			—			529		—			529
Contributions from Marathon Oil		—		—			—			—			251		—			251
Other comprehensive income		—		—			—			—			—		12			12

Balance as of March 31, 2011	$	—	$	—		$	—		$	—		$	9,647	$	(611	)	$	9,036


Balance as of December 31, 2011	$	4	$	—		$	9,482		$	898		$	—	$	(879	)	$	9,505
Net income		—		—			—			596			—		—			596
Dividends paid		—		—			—			(87	)		—		—			(87	)
Shares repurchased		—		(742	)		(108	)		—			—		—			(850	)
Shares issued (returned)—stock-based compensation		—		(1	)		34			—			—		—			33
Stock-based compensation		—		—			11			—			—		—			11
Other comprehensive income		—		—			—			—			—		17			17
Other		—		—			(9	)		—			—		—			(9	)

Balance as of March 31, 2012	$	4	$	(743	)	$	9,410		$	1,407		$	—	$	(862	)	$	9,216


(Shares in millions)	Common Stock		Treasury Stock
Balance as of December 31, 2011		357		—
Shares issued—stock-based compensation		1		—
Shares repurchased		—		(18	)

Balance as of March 31, 2012		358		(18	)

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements (Unaudited)

1. Spinoff, Description of the Business and Basis of Presentation

Spinoff— On May 25, 2011, the Marathon Oil Corporation (“Marathon Oil”) board of directors approved the spinoff of its Refining, Marketing & Transportation Business (“RM&T Business”) into an independent, publicly traded company, Marathon Petroleum Corporation (“MPC”), through the distribution of MPC common stock to the stockholders of Marathon Oil common stock. In accordance with a separation and distribution agreement between Marathon Oil and MPC, the distribution of MPC common stock was made on June 30, 2011, with Marathon Oil stockholders receiving one share of MPC common stock for every two shares of Marathon Oil common stock held (the “Spinoff”). Following the Spinoff, Marathon Oil retained no ownership interest in MPC, and each company had separate public ownership, boards of directors and management. All subsidiaries and equity method investments not contributed by Marathon Oil to MPC remained with Marathon Oil and, together with Marathon Oil, are referred to as the “Marathon Oil Companies.” On July 1, 2011, our common stock began trading “regular-way” on the New York Stock Exchange under the ticker symbol “MPC”.

Description of the Business— Our business consists of refining and marketing, retail marketing and pipeline transportation operations conducted primarily in the Midwest, Gulf Coast and Southeast regions of the United States, through subsidiaries, including Marathon Petroleum Company LP, Speedway LLC and Marathon Pipe Line LLC.

See Note 7 for additional information about our operations.

Basis of Presentation— Prior to the Spinoff on June 30, 2011, our results of operations and cash flows consisted of the RM&T Business, which represented a combined reporting entity. Subsequent to the Spinoff, our results of operations and cash flows consist of consolidated MPC activities. All significant intercompany transactions and accounts have been eliminated.

The consolidated statements of income for periods prior to the Spinoff included expense allocations for certain corporate functions historically performed by the Marathon Oil Companies, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. Those allocations were based primarily on specific identification, headcount or computer utilization. Our management believes the assumptions underlying the consolidated financial statements, including the assumptions regarding allocating general corporate expenses from the Marathon Oil Companies, are reasonable. However, these consolidated financial statements do not include all of the actual expenses that would have been incurred had we been a stand-alone company during the periods presented prior to the Spinoff and may not reflect our consolidated results of operations and cash flows had we been a stand-alone company during the periods presented. Actual costs that would have been incurred if we had been a stand-alone company would depend upon multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Subsequent to the Spinoff, we are performing these functions using internal resources or services provided by third parties, certain of which are being provided by the Marathon Oil Companies during a transition period pursuant to a transition services agreement. See Note 3.

These interim consolidated financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These consolidated financial statements, including the notes, have been prepared in accordance with the rules of the Securities and Exchange Commission applicable to interim period financial statements and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year.

Certain reclassifications of prior period data have been made to conform to current classifications. On the consolidated statements of cash flows, changes in current tax liabilities have been reclassified from operating activities, all other, net to changes in current accounts payable and accrued liabilities.

2. Accounting Standards

Recently Adopted

In September 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update giving an entity the option to use a qualitative assessment to determine whether or not the entity is required to perform the two step goodwill impairment test. If, through a qualitative assessment, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than the carrying amount, the entity is not required to perform the two step goodwill impairment test. The amendments in the update were effective for annual and interim goodwill testing performed in fiscal years beginning after December 15, 2011. The adoption of this accounting standards update in the first quarter of 2012 did not have an impact on our consolidated results of operations, financial position or cash flows. We perform the goodwill impairment testing for each of our reporting units in the fourth quarter.

In May 2011, the FASB issued an update amending the accounting standards for fair value measurement and disclosure, resulting in common principles and requirements under U.S. generally accepted accounting principles (“US GAAP”) and International Financial Reporting Standards (“IFRS”). The amendments change the wording used to describe certain of the US GAAP requirements either to clarify the intent of existing requirements, to change measurement or expand disclosure principles or to conform to the wording used in IFRS. The amendments were to be applied prospectively and were effective in interim and annual periods beginning with the first quarter of 2012 with early application not permitted. This accounting standards update was adopted in the first quarter of 2012 and was applied prospectively. The adoption of these amendments did not have a significant impact on our consolidated results of operations, financial position or cash flows. The new required disclosures are included in Note 12.

Not Yet Adopted

In December 2011, the FASB issued an accounting standards update that requires disclosure of additional information related to recognized financial and derivative instruments that are offset or are not offset but are subject to an enforceable netting agreement. The purpose of the requirement is to help users evaluate the effect or potential effect of offsetting and related netting arrangements on an entity’s financial position. The update is to be applied retrospectively and is effective for annual periods that begin on or after January 1, 2013 and interim periods within those annual periods. Adoption of this update is not expected to have an impact on our consolidated results of operations, financial position or cash flows.

3. Related Party Transactions

Our related parties included:

•

Marathon Oil Companies until June 30, 2011, the effective date of the Spinoff.

•

The Andersons Clymers Ethanol LLC (“TACE”), in which we have a 36 percent interest, and The Andersons Marathon Ethanol LLC (“TAME”), in which we have a 50 percent interest. These companies each own an ethanol production facility.

•

Centennial Pipeline LLC (“Centennial”), in which we have a 50 percent interest. Centennial owns a refined products pipeline and storage facility.

•

LOOP LLC (“LOOP”), in which we have a 51 percent noncontrolling interest. LOOP operates an offshore oil port.

•

Other equity method investees.

We believe that transactions with related parties, other than certain administrative transactions with the Marathon Oil Companies to effect the Spinoff and related to the provision of services, were conducted on terms comparable to those with unrelated parties.

On May 25, 2011, we entered into a separation and distribution agreement and several other agreements with the Marathon Oil Companies to effect the Spinoff and to provide a framework for our relationship with the Marathon Oil Companies. These agreements govern the relationship between us and Marathon Oil subsequent to the completion of the Spinoff and provide for the allocation between us and the Marathon Oil Companies of assets, liabilities and obligations attributable to periods prior to the Spinoff. Because the terms of these agreements were entered into in the context of a related party transaction, the terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties.

We have entered into a transition services agreement with Marathon Oil under which we are providing each other with a variety of administrative services on an as-needed basis for a period of time not to exceed one year following the Spinoff. The charges under the transition service agreement are at cost-based rates that have been negotiated between us. Services provided to us by the Marathon Oil Companies for the three months ended March 31, 2012 include accounting, audit, treasury, information technology and health, environmental, safety and security. Services provided by us to the Marathon Oil Companies for the three months ended March 31, 2012 include administrative services, legal, human resources, accounting, audit, information technology and health, environmental, safety and security.

Sales to related parties were as follows:

		XX,XXXX		XX,XXXX
	Three Months Ended March 31,
(In millions)	2012		2011
Equity method investees:
Centennial	$	—	$	20
Other equity method investees		1		2
Marathon Oil Companies		—		1

Total	$	1	$	23

Related party sales to Centennial consist primarily of petroleum products. Related party sales to the Marathon Oil Companies consisted primarily of pipeline operating revenue.

Purchases from related parties were as follows:

		XX,XXXX		XX,XXXX
	Three Months Ended March 31,
(In millions)	2012		2011
Equity method investees:
Centennial	$	9	$	13
LOOP		12		9
TAME		30		32
TACE		5		12
Other equity method investees		7		6
Marathon Oil Companies		—		713

Total	$	63	$	785

Related party purchases from Centennial consist primarily of refinery feedstocks and refined product transportation costs. Related party purchases from LOOP and other equity method investees consist primarily of crude oil transportation costs. Related party purchases from TAME and TACE consist of ethanol. Related party purchases from the Marathon Oil Companies consisted primarily of crude oil and natural gas, which were recorded at contracted prices that were market-based.

The Marathon Oil Companies performed certain services for us prior to the Spinoff such as executive oversight, accounting, treasury, tax, legal, procurement and information technology services. We also provided certain services to the Marathon Oil Companies prior to the Spinoff, such as legal, human resources and tax services. The two groups of companies charged each other for these shared services based on a rate that was negotiated between them. Where costs incurred by the Marathon Oil Companies on our behalf could not practically be determined by specific utilization, these costs were primarily allocated to us based on headcount or computer utilization. Our management believes those allocations were a reasonable reflection of the utilization of services provided. However, those allocations may not have fully reflected the expenses that would have been incurred had we been a stand-alone company during the periods presented. Net charges from the Marathon Oil Companies for these services reflected within selling, general and administrative expenses in the consolidated statements of income were $12 million for the three months ended March 31, 2011.

Current receivables from related parties, which are included in receivables, less allowance for doubtful accounts on the consolidated balance sheets, were as follows:

		December 31,		December 31,
(In millions)	March 31, 2012		December 31, 2011
Equity method investees	$	2	$	2

Payables to related parties, which are included in accounts payable on the consolidated balance sheets, were as follows:

		December 31,		December 31,
(In millions)	March 31, 2012		December 31, 2011
Equity method investees:
Centennial	$	10	$	7
LOOP		4		5
TAME		3		4
TACE		1		2
Other equity method investees		2		2

Total	$	20	$	20

We have throughput and deficiency agreements with LOOP and Centennial. We had prepaid tariff balances with LOOP of $4 million at March 31, 2012 and December 31, 2011 and with Centennial of $14 million at March 31, 2012 and $11 million at December 31, 2011. However, during the three months ended March 31, 2012, we impaired our prepaid tariff with Centennial. Prepaid tariff balances are reflected in other noncurrent assets on the consolidated balance sheets. For additional information on the impairment, see Note 12.

During the three months ended March 31, 2011, we borrowed $4,403 million and repaid $6,922 million under the credit agreement with MOC Portfolio Delaware, Inc. (“PFD”), a subsidiary of Marathon Oil. The agreement was terminated on June 30, 2011, and there has been no subsequent activity.

There were no borrowings during the three months ended March 31, 2011, under our revenue bonds proceeds subsidiary loan agreement with Marathon Oil. The loan balance outstanding as of December 31, 2010 of $1,047 million was repaid on February 1, 2011 and the loan was terminated effective April 1, 2011.

Our investments in shares of PFD Redeemable Class A, Series 1 Preferred Stock (“PFD Preferred Stock”) were accounted for as investments in related party available-for-sale debt securities and were redeemed prior to the Spinoff.

Related party net interest and other financial income was as follows:

		XX,XXXX		XX,XXXX
	Three Months Ended March 31,
(In millions)	2012		2011
Dividend income:
PFD Preferred Stock	$	—	$	17
Interest expense:
PFD revolving credit agreement		—		2
Marathon Oil loan agreement		—		5
Interest capitalized		—		(7	)

Net interest expense		—		—

Related party net interest and other financial income	$	—	$	17

We also recorded property, plant and equipment additions related to capitalized interest incurred by Marathon Oil on our behalf of $2 million in the three months ended March 31, 2011, which were reflected as contributions from Marathon Oil.

Certain asset or liability transfers between us and Marathon Oil and certain expenses, such as stock-based compensation, incurred by Marathon Oil on our behalf have been recorded as non-cash capital contributions or distributions. The net non-cash capital distributions to Marathon Oil were $36 million in the three months ended March 31, 2011.

4. Variable Interest Entity

On December 1, 2010, we completed the sale of most of our Minnesota assets. These assets included the 74,000 barrel-per-day St. Paul Park refinery and associated terminals, 166 convenience stores primarily branded SuperAmerica (including six stores in Wisconsin), along with the SuperMom’s bakery (a baked goods and sandwich supply operation) and certain associated trademarks, SuperAmerica Franchising LLC, interests in pipeline assets in Minnesota and associated inventories. We refer to these as the “Minnesota Assets.” The terms of the sale included (1) a preferred stock interest in the entity that holds the Minnesota Assets with a stated value of $80 million, (2) a maximum $125 million earnout provision payable to us over eight years, (3) a maximum $60 million of margin support payable to the buyer over two years, up to a maximum of $30 million per year, (4) a receivable from the buyer of $107 million which was fully collected during the three months ended March 31, 2011, and (5) guarantees with a maximum exposure of $11 million made by us on behalf of and to the buyer related to a limited number of convenience store sites. As a result of this continuing involvement, the related gain on sale of $89 million was initially deferred.

Certain terms of the transaction resulted in the creation of variable interests in a variable interest entity (“VIE”) that owns the Minnesota Assets. These variable interests include our ownership of a preferred equity interest in the VIE, operating margin support in the form of a capped liquidity guarantee and reimbursements to us for costs incurred in connection with transition services provided to the buyer. Our preferred equity interest in this VIE was reflected at $80 million in other noncurrent assets on our consolidated balance sheets as of March 31, 2012 and December 31, 2011. Any margin support obligation, when finalized, would be paid and reduce the deferred gain. We received $2 million and $33 million during the three months ended March 31, 2012 and 2011, respectively, for transition services provided to the buyer.

We are not the primary beneficiary of this VIE and, therefore, do not consolidate it because we lack the power to control or direct the activities that impact the VIE’s operations and economic performance. Our preferred equity interest does not allow us to appoint a majority of the board of managers to the VIE and limits our voting ability to only certain matters. Also, individually and cumulatively, none of our variable interests expose us to residual returns or expected losses that are significant to the VIE.

Our maximum exposure to loss due to this VIE at March 31, 2012 was $159 million, which was quantified based on contractual arrangements related to the sale. We did not provide any financial assistance to the buyer outside of our contractual arrangements related to the sale.

On May 4, 2012, we entered into a settlement agreement with the buyer that, contingent upon the buyer successfully completing an initial public offering, releases us from our obligation to pay margin support and releases the buyer from their obligation to pay us under the earnout provisions contained in the original sales agreement. The buyer would also repurchase our existing preferred equity interest and pay us $40 million of cash using proceeds from the offering. In addition, the buyer would issue us a new $45 million preferred security. Under the settlement agreement, if an initial public offering is not successfully completed by the buyer by December 31, 2012, then either MPC or the buyer may declare the settlement provision void and the original sales agreement provisions related to margin support and the earnout remain as set forth in the original sales agreement. If the provisions of the settlement agreement are successfully completed, then we would recognize a gain, including a portion of the deferred gain that was recorded when the purchase transaction was originally closed.

5. Income per Common Share

Basic income per share is based on the weighted average number of shares of common stock outstanding. Diluted income per share assumes exercise of stock options and stock appreciation rights, full vesting of non-participating restricted stock awards and payout of share-settled performance unit awards, provided the effect is not anti-dilutive.

On June 30, 2011, 356,337,127 shares of our common stock were distributed to Marathon Oil stockholders in conjunction with the Spinoff. For comparative purposes, and to provide a more meaningful calculation for weighted average shares, we have assumed that the shares outstanding on the date of the Spinoff were also outstanding for the three months ended March 31, 2011. In addition, for the diluted weighted average share calculations, we have assumed the dilutive securities outstanding at June 30, 2011 were also outstanding for the three months ended March 31, 2011. Excluded from the diluted weighted average share calculation for the three months ended March 31, 2012 and 2011 are approximately four million shares related to stock options and stock appreciation rights as their effect would be anti-dilutive. The three months ended March 31, 2012 calculation also includes non-participating restricted shares.

MPC grants certain incentive compensation awards to employees and non-employee directors that are considered to be participating securities. Due to the presence of participating securities, we have calculated our earnings per share using the two-class method.

		XX,XXXX		XX,XXXX
	Three Months Ended March 31,
(In millions, except per share data)	2012		2011
Basic earnings per share:
Allocation of earnings:
Net income	$	596	$	529
Income allocated to participating securities		1		—

Income available to common stockholders—basic	$	595	$	529

Weighted average common shares outstanding(see Note 6)		348		356

Basic earnings per share	$	1.71	$	1.49


Diluted earnings per share:
Allocation of earnings:
Net income	$	596	$	529
Income allocated to participating securities		1		—

Income available to common stockholders—diluted	$	595	$	529


Weighted average common shares outstanding(see Note 6)		348		356
Effect of dilutive securities		2		2

Weighted average common shares, including dilutive effect		350		358

Diluted earnings per share	$	1.70	$	1.48

6. Stockholders’ Equity

Share repurchase plan— On February 1, 2012, we announced that our board of directors authorized a share repurchase plan, enabling us to purchase up to $2.0 billion of MPC common stock over a two-year period. We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated share repurchases or open market solicitations for shares. After the effects of our accelerated share repurchase (“ASR”) program discussed below, $1.15 billion of the total authorized amount is available for share repurchase at March 31, 2012. The timing of repurchases, if any, outside of the current ASR program will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time.

Accelerated share repurchase program— On February 3, 2012, we entered into an $850 million ASR program with a major financial institution to repurchase shares of MPC common stock under the approved share repurchase plan authorized by our board of directors. The total number of shares to be repurchased under the ASR program will be based generally on the volume-weighted average price of our common stock during the repurchase period, subject to provisions that set a minimum and maximum number of shares. Under the ASR program, we received 17,581,344 shares of our common stock in the three months ended March 31, 2012. Any remaining shares will be delivered to us upon the termination of the ASR program, which we expect to occur no later than the middle of the third quarter of 2012. The ASR program is accounted for as treasury stock purchase transactions, reducing the weighted average number of basic and diluted common shares outstanding by the shares repurchased, and as forward contracts indexed to our common stock for the future settlement provisions. The forward contracts are accounted for as equity instruments.

7. Segment Information

We have 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 they offer.

•

Refining & Marketing – refines crude oil and other feedstocks at our 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, to buyers on the spot market, to our Speedway segment and to dealers and jobbers who operate Marathon ^® retail outlets;

•

Speedway – sells transportation fuels and convenience products in retail markets 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, among other transportation-related assets, a majority interest in LOOP, which is the owner and operator of the only U.S. deepwater oil port.

Segment income represents income from operations attributable to the operating segments. Corporate administrative expenses, including those allocated from the Marathon Oil Companies prior to the Spinoff, and costs related to certain non-operating assets are not allocated to the operating segments. In addition, certain items that affect comparability (as determined by the chief operating decision maker) are not allocated to the operating segments.

		XX,XXXX			XX,XXXX			XX,XXXX			XX,XXXX
(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
Three Months Ended March 31, 2012
Revenues:
Customer	$	16,963		$	3,284		$	17		$	20,264
Intersegment ^(a)		1,959			1			82			2,042
Related parties		1			—			—			1

Segment revenues		18,923			3,285			99			22,307
Elimination of intersegment revenues		(1,959	)		(1	)		(82	)		(2,042	)

Total revenues	$	16,964		$	3,284		$	17		$	20,265


Segment income from operations	$	943		$	50		$	42		$	1,035
Income from equity method investments		—			—			2			2
Depreciation and amortization ^(b)		185			27			12			224
Capital expenditures and investments ^(c)		153			11			38			202


(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Three Months Ended March 31, 2011
Revenues:
Customer	$	14,819		$	2,985	$	15		$	17,819
Intersegment ^(a)		1,764			—		77			1,841
Related parties		22			—		1			23

Segment revenues		16,605			2,985		93			19,683
Elimination of intersegment revenues		(1,764	)		—		(77	)		(1,841	)

Total revenues	$	14,841		$	2,985	$	16		$	17,842

Segment income from operations	$	802		$	33	$	51		$	886
Income from equity method investments		—			—		9			9
Depreciation and amortization		179			26		11			216
Capital expenditures and investments ^(c)		156			5		14			175

^(a)	Management believes intersegment transactions were conducted under terms comparable to those with unrelated parties.

^(b)	Differences between segment totals and MPC totals represent amounts related to unallocated items and are included in “Items not allocated to segments” in the reconciliation below.

^(c)	Capital expenditures include changes in capital accruals.

The following reconciles segment income from operations to income before income taxes as reported in the consolidated statements of income:

		$1,035			$1,035
	Three Months Ended March 31,
(In millions)	2012			2011
Segment income from operations	$	1,035		$	886
Items not allocated to segments:
Corporate and other unallocated items ^(a)		(79	)		(67	)
Net interest and other financial income (costs)		(22	)		3

Income before income taxes	$	934		$	822

^(a)	Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses, including allocations from the Marathon Oil Companies for periods prior to the Spinoff and costs related to certain non-operating assets.

The following reconciles segment capital expenditures and investments to total capital expenditures:


	Three Months Ended March 31,
(In millions)	2012		2011
Segment capital expenditures and investments	$	202	$	175
Less: Investments in equity method investees		7		4
Plus: Items not allocated to segments:
Capital expenditures not allocated to segments		8		—
Capitalized interest		30		29

Total capital expenditures ^(a)(b)	$	233	$	200

^(a)	Capital expenditures include changes in capital accruals.

^(b)	See Note 15 for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.

The following reconciles total revenues to sales and other operating revenues (including consumer excise taxes) as reported in the consolidated statements of income:


	Three Months Ended March 31,
(In millions)	2012		2011
Total revenues	$	20,265	$	17,842
Less: Sales to related parties		1		23

Sales and other operating revenues (including consumer excise taxes)	$	20,264	$	17,819

8. Other Items

Net interest and other financial income (costs) was:


	Three Months Ended March 31,
(In millions)	2012			2011
Interest:
Interest income	$	1		$	—
Interest expense ^(a)		(46	)		(31	)
Interest capitalized ^(a)		30			20

Total interest		(15	)		(11	)

Other:
Bank service and other fees		(7	)		(3	)

Net interest and other financial income (costs)	$	(22	)	$	(14	)

^(a)	See Note 3 for information on related party interest expense and capitalized interest.

9. Income Taxes

The combined federal, state and foreign effective income tax rate was 36 percent for the three months ended March 31, 2012 and 2011. The effective tax rates for the periods presented exceeded the U.S. statutory rate of 35% due to state and local tax expense, partially offset by permanent benefit differences. The provision for income taxes for periods prior to the Spinoff has been computed as if we were a stand-alone company.

We are continuously undergoing examination of our income tax returns, which have been completed through the 2007 and 2003 tax years for our U.S. federal and state income tax returns, respectively. We had $22 million of unrecognized benefits as of March 31, 2012. Pursuant to our tax sharing agreement with Marathon Oil, the unrecognized tax benefits related to our operations for which Marathon Oil was the taxpayer remain the responsibility of Marathon Oil and we have indemnified Marathon Oil. See Note 18.

10. Inventories

		December 31,		December 31,
	March 31,		December 31,
(In millions)	2012		2011
Crude oil and refinery feedstocks	$	1,253	$	1,339
Refined products		1,853		1,725
Merchandise		65		65
Supplies and sundry items		181		191

Total (at cost)	$	3,352	$	3,320

Inventories are carried at the lower of cost or market value. The cost of inventories of crude oil and refinery feedstocks, refined products and merchandise is determined primarily under the last-in, first-out (“LIFO”) method. There were no liquidations of LIFO inventories for the three months ended March 31, 2012. Cost of revenues decreased and income from operations increased by less than $1 million for the three months ended March 31, 2011 as a result of liquidations of LIFO inventories.

11. Property, Plant and Equipment

		December 31,		December 31,
	March 31,		December 31,
(In millions)	2012		2011
Refining & Marketing	$	14,411	$	14,221
Speedway		1,893		1,887
Pipeline Transportation		1,625		1,593
Corporate and Other		380		372

Total		18,309		18,073
Less accumulated depreciation		6,063		5,845

Net property, plant and equipment	$	12,246	$	12,228

12. Fair Value Measurements

Fair Values—Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2012 and December 31, 2011 by fair value hierarchy level.


	March 31, 2012
(In millions)	Level 1			Level 2			Level 3		Collateral		Total
Commodity derivative instruments, assets	$	149		$	1		$	—	$	26	$	176
Other assets		2			—			—		—		2

Total assets at fair value	$	151		$	1		$	—	$	26	$	178

Commodity derivative instruments, liabilities	$	(92	)	$	(4	)	$	—	$	—	$	(96	)


	December 31, 2011
(In millions)	Level 1			Level 2			Level 3		Collateral		Total
Commodity derivative instruments, assets	$	26		$	1		$	—	$	107	$	134
Interest rate derivative instruments, assets		—			19			—		—		19
Other assets		2			—			—		—		2

Total assets at fair value	$	28		$	20		$	—	$	107	$	155

Commodity derivative instruments, liabilities	$	(45	)	$	(1	)	$	—	$	—	$	(46	)

Commodity derivatives in Level 1 are exchange-traded contracts for crude oil and refined products measured at fair value with a market approach using the close-of-day settlement prices for the market. Collateral deposits in broker accounts covered by master netting agreements related to Level 1 commodity derivatives are classified as Level 1 in the fair value hierarchy.

Commodity derivatives in Level 2 are measured at fair value with a market approach using monthly average close-of-day settlement prices for the market. Interest rate swap derivatives in Level 2 were measured at fair value using prices from Bloomberg L.P. and validated using market value information provided by the counterparties to the transactions.

The following is a reconciliation of the net beginning and ending balances recorded for net assets and liabilities classified as Level 3 in the fair value hierarchy.

		00000000		00000000
	Three Months Ended March 31,
(In millions)	2012		2011
Beginning balance	$	—	$	2,402
Total realized and unrealized losses included in net income		—		(1	)
Purchases of PFD Preferred Stock ^(a)		—		3,354
Redemptions of PFD Preferred Stock ^(a)		—		(2,993	)
Settlements of derivative instruments		—		2

Ending balance	$	—	$	2,764

^(a)	For information on PFD Preferred Stock, see Note 3. The fair value of our PFD Preferred Stock investment was measured using an income approach since the securities were not publicly traded; therefore, they were classified as Level 3 in the fair value hierarchy.

Net income for the three months ended March 31, 2012 and 2011 included unrealized losses of less than $1 million and $1 million, respectively, related to Level 3 derivative instruments held on those dates. See Note 13 for the income statement impacts of our derivative instruments.

Fair Values—Nonrecurring

The following table shows the values of assets, by major category, measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition.

		0000000		0000000
	Three Months Ended March 31, 2012
(In millions)	Fair Value		Impairment
Other noncurrent assets	$	—	$	14

As a result of changing market conditions and declining throughput volumes, we impaired our Refining & Marketing segment’s prepaid tariff with Centennial by $14 million during the three months ended March 31, 2012. The fair value measurement of the prepaid tariff was based on the income approach utilizing the probability of shipping sufficient volumes on Centennial’s pipeline over the remaining life of the throughput and deficiency credits, which expire on March 31, 2014 if not utilized. This measurement is classified as Level 3.

Fair Values—Reported

The following table summarizes financial instruments on the basis of their nature, characteristics and risk at March 31, 2012 and December 31, 2011, excluding the derivative financial instruments reported above.


	March 31, 2012				December 31, 2011
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial assets:
Investments	$	251	$	93	$	289	$	93
Other		29		29		31		30

Total financial assets	$	280	$	122	$	320	$	123


Financial liabilities:
Long-term debt ^(a)	$	3,238	$	3,010	$	3,203	$	3,008
Deferred credits and other liabilities		22		22		21		21

Total financial liabilities	$	3,260	$	3,032	$	3,224	$	3,029

^(a)	Excludes capital leases

Our current assets and liabilities include financial instruments, the most significant of which are trade accounts receivable and payables. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments (e.g., less than 1 percent of our trade receivables and payables are outstanding for greater than 90 days), (2) our investment-grade credit rating and (3) our historical incurrence of and expected future insignificance of bad debt expense, which includes an evaluation of counterparty credit risk.

Fair values of our financial assets included in investments and other financial assets and of our financial liabilities included in deferred credits and other liabilities are measured using an income approach and most inputs are internally generated, which results in a Level 3 classification. Estimated future cash flows are discounted using a rate deemed appropriate to obtain the fair value. Other financial assets primarily consist of environmental remediation receivables. Deferred credits and other liabilities primarily consist of insurance liabilities and environmental remediation liabilities.

Fair value of long-term debt is measured using a market approach, based upon the average of quotes from major financial institutions and a third-party service for our debt. Because these quotes cannot be independently verified to the market, they are considered Level 3 inputs.

13. Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 12. We do not designate any of our commodity derivative instruments as hedges for accounting purposes. Our interest rate derivative instruments were designated as fair value hedges.

The following table presents the gross fair values of derivative instruments, excluding cash collateral, and where they appear on the consolidated balance sheets as of March 31, 2012 and December 31, 2011:


	March 31, 2012
(In millions)	Asset		Liability		Balance Sheet Location
Commodity derivatives	$	149	$	92	Other current assets
Commodity derivatives		1		4	Other current liabilities

	December 31, 2011
(In millions)	Asset		Liability		Balance Sheet Location
Commodity derivatives	$	26	$	45	Other current assets
Interest rate derivatives		19		—	Other noncurrent assets
Commodity derivatives		1		1	Other current liabilities

Derivatives Designated as Fair Value Hedges

During the three months ended March 31, 2012, we terminated interest rate swap agreements with a notional amount of $500 million that had been entered into as fair value hedges on our 3.50 percent senior notes due in March 2016. There was a $20 million gain on the termination of the transactions, which has been accounted for as an adjustment to our long-term debt balance. The gain will be amortized over the remaining four-year life of the 3.50 percent senior notes, which will reduce our interest expense. The interest rate swaps had no hedge ineffectiveness.

The following table summarizes the pretax effect of derivative instruments designated as hedges of fair value in our consolidated statements of income:


		Gain (Loss)
		Three Months Ended March 31,
(In millions)	Income Statement Location	2012			2011
Derivative
Interest rate	Net interest and other financial income (costs)	$	1		$	(1	)
Hedged Item
Long-term debt	Net interest and other financial income (costs)	$	(1	)	$	1

Derivatives not Designated as Hedges

Derivatives that are not designated as hedges may include commodity derivatives used to manage price risk on (1) inventories, (2) fixed price sales of refined products, (3) the acquisition of foreign-sourced crude oil and (4) the acquisition of ethanol for blending with refined products.

The table below summarizes open commodity derivative contracts as of March 31, 2012:


			Total Barrels
	Position		(In thousands)
Crude oil ^(a)
Exchange-traded		Long		23,577
Exchange-traded		Short		(38,456	)

Refined Products ^(b)
Exchange-traded		Long		2,878
Exchange-traded		Short		(3,539	)

^(a)	99.2 percent of these contracts expire in the second quarter of 2012.

^(b)	100 percent of these contracts expire in the second quarter of 2012.

The following table summarizes the effect of all commodity derivative instruments in our consolidated statements of income:

		xxxxx			xxxxx
	Gain (Loss)
(In millions)	Three Months Ended March 31,
Income Statement Location	2012			2011
Sales and other operating revenues	$	(6	)	$	(15	)
Cost of revenues		(47	)		(43	)
Other income		—			1

Total	$	(53	)	$	(57	)

14. Debt

Our outstanding borrowings at March 31, 2012 and December 31, 2011 consisted of the following:

		December 31,			December 31,
	March 31,			December 31,
(In millions)	2012			2011
Marathon Petroleum Corporation:
Revolving credit agreement due 2015	$	—		$	—
3.500% senior notes due March 1, 2016		750			750
5.125% senior notes due March 1, 2021		1,000			1,000
6.500% senior notes due March 1, 2041		1,250			1,250
Consolidated subsidiaries:
Capital lease obligations due 2012-2027 ^(a)		311			299
Trade receivables securitization facility due 2014		—			—

Total		3,311			3,299
Unamortized discount		(10	)		(11	)
Fair value adjustments ^(b)		20			19
Amounts due within one year		(17	)		(15	)

Total long-term debt due after one year	$	3,304		$	3,292

^(a)

These obligations as of March 31, 2012 include $110 million related to assets under construction at that date for which a capital lease will commence upon completion of construction. The amounts currently reported are based upon the percent of construction completed as of March 31, 2012 and therefore do not reflect future lease obligations of $164 million related to the assets.

^(b)	See Notes 12 and 13 for information on interest rate swaps.

There were no borrowings or letters of credit outstanding under the revolving credit agreement or the trade receivable securitization facility at March 31, 2012.

15. Supplemental Cash Flow Information


	Three Months Ended March 31,
(In millions)	2012		2011
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$	48	$	—
Income taxes paid to taxing authorities ^(a)		19		—
Non-cash investing and financing activities:
Capital lease obligations increase	$	14	$	9

^(a)	U.S. federal and most state income taxes, if incurred, were paid by Marathon Oil for periods prior to the Spinoff.

The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:


	Three Months Ended March 31,
(In millions)	2012			2011
Additions to property, plant and equipment	$	309		$	243
Decrease in capital accruals		(76	)		(43	)

Total capital expenditures	$	233		$	200

The following is a reconciliation of contributions from (distributions to) Marathon Oil:


	Three Months Ended March 31,
(In millions)	2012		2011
Contributions from Marathon Oil per consolidated statements of cash flows	$	—	$	287
Non-cash distributions to Marathon Oil		—		(36	)

Contributions from Marathon Oil per consolidated statements of stockholders’ equity / net investment	$	—	$	251

16. Defined Benefit Pension and Other Postretirement Plans

The following summarizes the components of net periodic benefit cost:

		00000			00000			00000		00000
	Three Months Ended March 31,
	Pension Benefits						Other Benefits
(In millions)	2012			2011			2012		2011
Service cost	$	17		$	18		$	5	$	5
Interest cost		27			27			7		7
Expected return on plan assets		(26	)		(24	)		—		—
Amortization – prior service cost		2			2			—		—
– actuarial loss		24			18			—		—

Net periodic benefit cost	$	44		$	41		$	12	$	12

During the three months ended March 31, 2012, we made no contributions to our funded pension plans. We expect to make funding contributions of approximately $120 million to our funded pension plans over the remainder of 2012. We may make additional contributions to our pension plans depending upon the anticipated funding status and plan asset performance. Current benefit payments related to unfunded pension and other postretirement benefit plans were $1 million and $3 million, respectively, during the three months ended March 31, 2012.

17. Stock-Based Compensation Plans

Stock Option Awards

The following table presents a summary of stock option award activity for the three months ended March 31, 2012:


	Number			Weighted Average
	of Shares ^(a)			Exercise Price
Outstanding at December 31, 2011		9,372,370		$	33.08
Granted		575,830			41.57
Exercised		(1,470,571	)		21.79
Forfeited, canceled or expired		(37,879	)		39.19

Outstanding at March 31, 2012		8,439,750			35.60

^(a)	Includes an immaterial number of stock appreciation rights.

The grant date fair value of stock option awards granted was $14.28 per share for the three months ended March 31, 2012. The fair value of stock options granted to our employees is estimated on the date of grant using the Black Scholes option-pricing model, which employs various assumptions. The assumption for expected volatility of our stock price was updated for the three months ended March 31, 2012 to reflect a weighting of 25 percent of MPC’s common stock implied volatility and 75 percent of the historical volatility for a selected group of peer companies.

Restricted Stock Awards

The following table presents a summary of restricted stock award activity for the three months ended March 31, 2012:


	Restricted Stock (“RS”)					Restricted Stock Units (“RSU”)
				Weighted Average				Weighted Average
	Number of			Grant Date		Number of		Grant Date
	Shares			Fair Value		Units		Fair Value
Outstanding at December 31, 2011		348,691		$	34.36		319,944	$	29.43
Granted		104,219			41.55		11,607		35.09
RS’s Vested/RSU’s Issued		(56,508	)		20.91		—		—
Forfeited		(15	)		34.40		—		—

Outstanding at March 31, 2012		396,387			38.17		331,551		29.63

Performance Unit Awards

During the three months ended March 31, 2012, we granted performance unit awards to certain officer employees. These awards will have a per unit payout determined based on the total shareholder return of MPC common stock compared to the total shareholder return of a selected combination of peer companies and index fund shareholder return over an average of four periods during the 36 month requisite service period. These performance units are designed to pay out 75 percent in cash and 25 percent in MPC common stock. The performance units paying out in cash are accounted for as liability awards and are recorded at fair value. The performance units settling in shares are accounted for as equity awards and have a grant date fair value of $1.09, as calculated using a Monte Carlo valuation model. The following table presents a summary of the activity for performance unit awards to be settled in shares for the three months ended March 31, 2012:


	Number of Units
Outstanding at December 31, 2011		—
Granted		2,040,000
Settled		—
Canceled		—

Outstanding at March 31, 2012		2,040,000

18. Commitments & Contingencies

We are the subject of, or a party to, a number of pending or threatened legal proceedings, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. The ultimate resolution of these contingencies could, individually or in the aggregate, be material.

Environmental matters —We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites and certain other locations including presently or formerly owned or operated retail marketing sites. Penalties may be imposed for noncompliance.

At March 31, 2012 and December 31, 2011, accrued liabilities for remediation totaled $117 million. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties if any that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $49 million and $51 million at March 31, 2012 and December 31, 2011, respectively.

We are involved in a number of environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Lawsuits —In May 2007, the Kentucky attorney general filed a lawsuit against us and Marathon Oil in state court in Franklin County, Kentucky for alleged violations of Kentucky’s emergency pricing and consumer protection laws following Hurricanes Katrina and Rita in 2005. The lawsuit alleges that we overcharged customers by $89 million during September and October 2005. The complaint seeks disgorgement of these sums, as well as penalties, under Kentucky’s emergency pricing and consumer protection laws. We are vigorously defending this litigation. If the lawsuit is resolved unfavorably, it could materially impact our consolidated results of operations, financial position or cash flows. We believe that this is the first lawsuit for damages and injunctive relief under the Kentucky emergency pricing laws to progress this far and it contains many novel issues. In May 2011, the Kentucky attorney general amended his complaint to include a request for immediate injunctive relief as well as unspecified damages and penalties related to our wholesale gasoline pricing in April and May 2011 under statewide price controls that were activated by the Kentucky governor on April 26, 2011 and which have since expired. The court denied the attorney general’s request for immediate injunctive relief, and the remainder of the 2011 claims likely will be resolved along with those dating from 2005. Management does not believe the ultimate resolution of this litigation will have a material adverse effect on our business, financial condition, results of operations or cash flows.

We are a defendant in a number of other lawsuits and proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Guarantees— We have provided certain guarantees, direct and indirect, of the indebtedness of other companies. Under the terms of most of these guarantee arrangements, we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements. In addition to these financial guarantees, we also have various performance guarantees related to specific agreements.

Guarantees related to indebtedness of equity method investees —We hold interests in an offshore oil port, LOOP, and a crude oil pipeline system, LOCAP LLC. Both LOOP and LOCAP LLC have secured various project financings with throughput and deficiency agreements. Under the agreements, we are required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The duration of the agreements vary but tend to follow the terms of the underlying debt. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $172 million as of March 31, 2012.

We hold an interest in a refined products pipeline through our investment in Centennial, and have guaranteed the payment of Centennial’s principal, interest and prepayment costs, if applicable, under a Master Shelf Agreement, which is scheduled to expire in 2024. The guarantee arose in order for Centennial to obtain adequate financing. Our maximum potential undiscounted payments under this agreement for debt principal totaled $50 million as of March 31, 2012.

We hold an interest in a ethanol production facility through our investment in TAME, and have guaranteed the repayment of TAME’s tax exempt bond financing through our participation as a lender in the credit agreement under which a letter of credit has been issued to secure repayment of the tax exempt bonds. The credit agreement expires in 2018. Our maximum potential undiscounted payments under this arrangement were $25 million at March 31, 2012.

Marathon Oil indemnifications— In conjunction with the Spinoff, we have entered into indemnities and guarantees to Marathon Oil with recorded values of $23 million as of March 31, 2012, which consist of unrecognized tax benefits related to MPC, its consolidated subsidiaries and the RM&T business operations prior to the Spinoff which are not already reflected in the unrecognized tax benefits described in Note 9, and other contingent liabilities Marathon Oil may incur related to taxes. Furthermore, the separation and distribution agreement and other agreements with Marathon Oil to effect the Spinoff provide for cross-indemnities between Marathon Oil and us. In general, Marathon Oil is required to indemnify us for any liabilities relating to Marathon Oil’s historical oil and gas exploration and production operations, oil sands mining operations and integrated gas operations, and we are required to indemnify Marathon Oil for any liabilities relating to Marathon Oil’s historical refining, marketing and transportation operations. The terms of these indemnifications are indefinite and the amounts are not capped.

Other guarantees —We have entered into other guarantees with maximum potential undiscounted payments totaling $108 million as of March 31, 2012, which consist of a commitment to contribute cash to an equity method investee for certain catastrophic events, up to $50 million per event, in lieu of procuring insurance coverage, an indemnity to the co-lenders associated with an equity method investee’s credit agreement, and leases of assets containing general lease indemnities and guaranteed residual values.

General guarantees associated with dispositions— Over the years, we have sold various assets in the normal course of our business. Certain of the related agreements contain performance and general guarantees, including guarantees regarding inaccuracies in representations, warranties, covenants and agreements, and environmental and general indemnifications that require us to perform upon the occurrence of a triggering event or condition. These guarantees and indemnifications are part of the normal course of selling assets. We are typically not able to calculate the maximum potential amount of future payments that could be made under such contractual provisions because of the variability inherent in the guarantees and indemnities. Most often, the nature of the guarantees and indemnities is such that there is no appropriate method for quantifying the exposure because the underlying triggering event has little or no past experience upon which a reasonable prediction of the outcome can be based.

Contractual commitments— At March 31, 2012, our contractual commitments to acquire property, plant and equipment and advance funds to equity method investees totaled $510 million.

19. Subsequent Event

On February 9, 2012, we announced that Speedway had signed an agreement in which it will acquire 88 convenience stores situated throughout Indiana and Ohio from GasAmerica Services, Inc. (“GasAmerica”), plus several parcels of undeveloped real estate for future development. The GasAmerica transaction is anticipated to close by the end of the second quarter of 2012, subject to receipt of regulatory approvals, customary due diligence and satisfaction of other customary closing conditions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes various forward-looking statements concerning trends or events potentially affecting our business. 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” or “would” or other similar expressions that convey the uncertainty of future events or outcomes. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in forward-looking statements. For additional risk factors affecting our business, see Item 1A. Risk Factors in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2011.

The Spinoff and Basis of Presentation

On May 25, 2011, the Marathon Oil board of directors approved the spinoff of its RM&T Business into an independent, publicly traded company, MPC, through the distribution of MPC common stock to the stockholders of Marathon Oil common stock. In accordance with a separation and distribution agreement between Marathon Oil and MPC, the distribution of MPC common stock was made on June 30, 2011, with Marathon Oil stockholders receiving one share of MPC common stock for every two shares of Marathon Oil common stock. Following the Spinoff, Marathon Oil retained no ownership interest in MPC, and each company had separate public ownership, boards of directors and management. On July 1, 2011, our common stock began trading “regular-way” on the NYSE under the ticker symbol “MPC”.

Prior to the Spinoff on June 30, 2011, our results of operations and cash flows consisted of the RM&T Business, which represented a combined reporting entity. Subsequent to the Spinoff, our results of operations and cash flows consist of consolidated MPC activities. All significant intercompany transactions and accounts have been eliminated. The consolidated statements of income for periods prior to the Spinoff include expense allocations for certain corporate functions historically performed by Marathon Oil, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. Those allocations were based primarily on specific identification, headcount or computer utilization. Our management believes the assumptions underlying the consolidated financial statements, including the assumptions regarding allocating general corporate expenses from Marathon Oil, are reasonable. However, the consolidated financial statements do not include all of the actual expenses that would have been incurred had we been a stand-alone company during those periods presented prior to the Spinoff and may not reflect our consolidated results of operations and cash flows had we been a stand-alone company during the periods presented. Actual costs that would have been incurred if we had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Subsequent to the Spinoff, we are performing these functions using internal resources or services provided by third parties, certain of which are being provided by Marathon Oil during a transition period pursuant to a transition services agreement.

Corporate Overview

We are an independent petroleum refining, marketing and transportation company. We currently own and operate six refineries, all located in the United States, with an aggregate crude oil refining capacity of approximately 1.2 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 they offer.

•

Refining & Marketing—refines crude oil and other feedstocks at our six 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, to buyers on the spot market, to our Speedway segment and to dealers and jobbers 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, among other transportation-related assets, a majority interest in LOOP, which is the owner and operator of the only U.S. deepwater oil port.

We reported net income of $596 million, or $1.70 per diluted share, for the first quarter of 2012 compared to net income of $529 million, or $1.48 per diluted share, for the first quarter of 2011. The increase was primarily due to our Refining & Marketing segment, which generated income from operations of $943 million in the first quarter of 2012 compared to $802 million in the first quarter of 2011. The increase in Refining & Marketing segment income from operations was due to an improved Refining & Marketing gross margin, which was primarily a result of larger U.S. Gulf Coast (“USGC”) Light Louisiana Sweet crude oil (“LLS”) 6-3-2-1 crack spreads and wider differentials between West Texas Intermediate crude oil (“WTI”) and other light sweet crudes such as LLS.

The Detroit refinery heavy oil upgrading and expansion project continues to be a significant portion of our 2012 capital spending. As of March 31, 2012, the project was approximately 92 percent complete and on budget and on schedule to complete construction in the third quarter of 2012. Immediately following the completion of construction, there will be a 70-day turnaround with the expanded Detroit refinery anticipated to be online by year end.

Our Speedway segment generated income from operations of $50 million in the first quarter of 2012 compared to income from operations of $33 million in the first quarter of 2011. The higher income from operations was primarily due to an increase in our merchandise gross margin.

On February 9, 2012, we announced that Speedway had signed an agreement in which it will acquire 88 convenience stores situated throughout Indiana and Ohio from GasAmerica. The GasAmerica transaction is anticipated to close by the end of the second quarter of 2012, subject to receipt of regulatory approvals, customary due diligence and satisfaction of other customary closing conditions.

Our Pipeline Transportation segment generated income from operations of $42 million in the first quarter of 2012 compared to income from operations of $51 million in the first quarter of 2011. The decrease primarily reflects a reduction in income from pipeline affiliates due to reduced shipment volumes.

On February 1, 2012, we announced that our board of directors authorized a share repurchase plan, enabling us to purchase up to $2.0 billion of MPC common stock over a two-year period. On February 3, 2012, we entered into an $850 million ASR program with a major financial institution as part of this authorization. Under the ASR program, we received 17,581,344 shares of MPC common stock during the three months ended March 31, 2012. Any remaining shares will be delivered to us upon the termination of the ASR program, which we expect to occur no later than the middle of the third quarter of 2012. After the effects of our ASR program, $1.15 billion of the total authorized amount is available for share repurchase at March 31, 2012.

On February 1, 2012, we announced that we are evaluating strategic alternatives with respect to certain of our midstream assets, including, but not limited to, the possible formation and initial public offering of a master limited partnership (“MLP”). On May 1, 2012, we announced that our board of directors has authorized and directed its evaluation team to further explore the formation and initial public offering of an MLP and to prepare a registration statement.

If an initial offering of an MLP is pursued, the issuer would be a wholly-owned subsidiary, MPLX LP. MPC would contribute a portion of its midstream assets and sell a minority interest in the MLP in an initial public offering. The potential MLP would support MPC’s strategy to grow its midstream business, initially through a contribution of an interest in certain onshore common-carrier pipeline assets located in the Midwest and Gulf Coast regions of the U.S. If pursued, MPC would expect to file a registration statement relating to the common units to be sold in a potential initial public offering with the Securities and Exchange Commission during the third quarter of 2012, subject to final MPC board approval and prevailing market conditions.

The collective bargaining agreement for the hourly workers at our Catlettsburg refinery expired in January 2012. The agreement was temporarily extended while negotiations continued on a new collective bargaining agreement. We have been unable to reach agreement with the union, and having reached impasse in the negotiations, we implemented the final offer presented to the union. While no work stoppage has occurred, we have an increased risk of a temporary work stoppage at this location until such time as a new contract is ratified.

The above discussion includes forward-looking statements with respect to the Detroit refinery heavy oil upgrading and expansion project, the share repurchase plan, the midstream asset evaluation and labor relations at the Catlettsburg refinery. Factors that could affect the Detroit refinery heavy oil upgrading and expansion project include, but are not limited to, transportation logistics, availability of materials and labor, unforeseen hazards such as weather conditions, delays in obtaining or conditions imposed by necessary government and third-party approvals, other risks customarily associated with construction projects. Factors that could affect the share repurchase plan and its timing include, but are not limited to, business conditions, availability of liquidity, and the market price of our common stock. Factors that could affect the midstream asset evaluation and the outcome of such evaluation include, but are not limited to, risks relating to securities markets generally, the impact of adverse market conditions affecting our midstream business, adverse changes in laws including with respect to tax and regulatory matters and other risks. Factors that could affect labor relations at the Catlettsburg refinery include, but are not limited to, risks related to labor matters generally and our ability to obtain a signed agreement with the union. These factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements.

Overview of Segments

Refining & Marketing

Refining & Marketing segment income from operations depends largely on our Refining & Marketing gross margin and refinery throughputs.

Our Refining & Marketing gross margin is the difference between the prices of refined products sold and the costs of crude oil and other charge and blendstocks refined, including the costs to transport these inputs to our refineries, the costs of purchased products and manufacturing expenses, including depreciation and amortization. The crack spread is a measure of the difference between market prices for refined products and crude oil, commonly used by the industry as a proxy for the refining margin. Crack spreads can fluctuate significantly, particularly when prices of refined products do not move in the same relationship as the cost of crude oil. As a performance benchmark and a comparison with other industry participants, we calculate Midwest (Chicago) and USGC crack spreads that we believe most closely track our operations and slate of products. LLS prices and a 6-3-2-1 ratio of products (6 barrels of LLS crude oil producing 3 barrels of unleaded regular gasoline, 2 barrels of ultra-low sulfur diesel and 1 barrel of 3 percent sulfur residual fuel) are used for these crack spread calculations.

Our refineries can process significant amounts of sour crude oil, which typically can be purchased at a discount to sweet crude oil. The amount of this discount, the sweet/sour differential, can vary significantly, causing our Refining & Marketing gross margin to differ from crack spreads based on sweet crude oil. In general, a larger sweet/sour differential will enhance our Refining & Marketing gross margin.

Historically, WTI has traded at prices similar to LLS. In the first quarter of 2012 and 2011, WTI traded at prices significantly less than LLS, which favorably impacted our Refining & Marketing gross margin.

The following table provides sensitivities showing the estimated change in annual net income due to potential changes in market conditions:


*(In millions, after-tax)*
LLS 6-3-2-1 crack spread sensitivity ^(a) (per $1.00/barrel change)	$	300
Sweet/sour differential sensitivity ^(b) (per $1.00/barrel change)		150
LLS-WTI spread sensitivity ^(c) (per $1.00/barrel change)		65

^(a)	Weighted 52% Chicago and 48% USGC LLS 6-3-2-1 crack spreads and assumes all other differentials and pricing relationships remain unchanged.

^(b)	LLS (prompt) - [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].

^(c)	Assumes 25% of crude oil throughput volumes are WTI-based domestic crude oil.

In addition to the market changes indicated by the crack spreads, the sweet/sour differential and the discount of WTI to LLS, our Refining & Marketing gross margin is impacted by factors such as:

•

the types of crude oil and other charge and blendstocks processed;

•

the selling prices realized for refined products;

•

the impact of commodity derivative instruments used to manage price risk;

•

the cost of products purchased for resale; and

•

changes in manufacturing costs, which include depreciation and amortization.

Changes in manufacturing costs are primarily driven by the cost of energy used by our refineries and the level of maintenance costs. Planned major maintenance activities, or turnarounds, requiring temporary shutdown of certain refinery operating units, are periodically performed at each refinery. We had significant planned turnaround and major maintenance activities at our Garyville refinery during the first quarter of 2012. During the first quarter of 2011, significant planned turnaround and major maintenance activities occurred at our Canton refinery and were completed in April 2011.

Speedway

Our retail marketing gross margin for gasoline and distillates, which is the price paid by consumers less the cost of refined products, including transportation and consumer excise taxes, and the cost of bankcard processing fees, impacts the Speedway segment profitability. Numerous factors impact gasoline and distillates demand throughout the year, including local competition, seasonal demand fluctuations, the available wholesale supply, the level of economic activity in our marketing areas and weather conditions. Market demand increases for gasoline and distillates generally increase the product margin we can realize. The gross margin on merchandise sold at convenience stores historically has been less volatile.

Pipeline Transportation

The profitability of our pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines. A majority of the crude oil and refined product shipments on our common-carrier pipelines serve our Refining & Marketing segment. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines. Key factors in this supply and demand balance are the production levels of crude oil by producers in various regions or fields, the availability and cost of alternative modes of transportation, the volumes of crude oil processed at refineries and refinery and transportation system maintenance levels. The volume of refined products that we transport is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines. In most of our markets, demand for gasoline and distillates peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.

Results of Operations

Consolidated Results of Operations


	Three Months Ended March 31,
(In millions)	2012			2011			Variance
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	20,264		$	17,819		$	2,445
Sales to related parties		1			23			(22	)
Income from equity method investments		2			9			(7	)
Net gain on disposal of assets		2			1			1
Other income		6			19			(13	)

Total revenues and other income		20,275			17,871			2,404

Costs and expenses:
Cost of revenues (excludes items below)		17,309			14,557			2,752
Purchases from related parties		63			785			(722	)
Consumer excise taxes		1,380			1,209			171
Depreciation and amortization		230			216			14
Selling, general and administrative expenses		263			217			46
Other taxes		74			68			6

Total costs and expenses		19,319			17,052			2,267

Income from operations		956			819			137
Related party net interest and other financial income		—			17			(17	)
Net interest and other financial income (costs)		(22	)		(14	)		(8	)

Income before income taxes		934			822			112

Provision for income taxes		338			293			45

Net income	$	596		$	529		$	67

Consolidated net income was $67 million higher in the first quarter of 2012 compared to the first quarter of 2011, primarily due to a higher Refining & Marketing gross margin, which increased to $8.36 per barrel in the first quarter of 2012 from $6.73 per barrel in the first quarter of 2011.

Total revenues and other income increased $2.40 billion in the first quarter of 2012 compared to the first quarter of 2011, primarily due to higher refined product selling prices.

Income from equity method investments decreased $7 million in the first quarter of 2012 compared to the first quarter of 2011, primarily due to a $5 million decrease in income from our investment in LOOP and a $2 million increase in losses from our investment in Centennial. Both experienced reductions in shipment volumes in the first quarter of 2012 compared to the first quarter of 2011. At March 31, 2012, Centennial was not shipping product; therefore, we continued to evaluate the carrying value of our equity investment in Centennial and concluded that no impairment was required.

Other income decreased $13 million in the first quarter of 2012 compared to the first quarter of 2011, primarily due to a decrease in income from transition services provided to the buyer of the Minnesota Assets, a decrease in Renewable Identification Numbers (“RINs”) sales and a decrease in dividends from our investment in a pipeline company.

Cost of revenues increased $2.75 billion in the first quarter of 2012 compared to the first quarter of 2011. The increase was primarily due to higher acquisition costs of crude oil in the Refining & Marketing segment, which resulted from higher market prices and increased volumes associated with purchases from Marathon Oil not being classified as related party in periods subsequent to the Spinoff. Crude oil acquisition prices were up 12 percent and crude oil volumes were up 13 percent.

Purchases from related parties decreased $722 million in the first quarter of 2012 compared to the first quarter of 2011. The decrease was primarily due to purchases of crude oil from Marathon Oil after the Spinoff not being classified as related party transactions.

Selling, general and administrative expenses increased $46 million in the first quarter of 2012 compared to the first quarter of 2011. Employee compensation and benefits expenses comprised $28 million of the increase, which is partially due to an increase in the number of administrative employees associated with being a stand-alone public company, higher incentive compensation expenses and increased pension and postretirement benefit costs. Contract services expenses increased $24 million due to higher information technology costs associated with being a separate stand-alone company and higher refinery-related contract services.

Related party net interest and other financial income decreased $17 million in the first quarter of 2012 compared to the first quarter of 2011 due to our short-term investments in PFD Preferred Stock being redeemed prior to the Spinoff. See Note 3 to the unaudited consolidated financial statements for further discussion of our investment in PFD Preferred Stock.

Net interest and other financial costs increased $8 million in the first quarter of 2012 compared to the first quarter of 2011, primarily reflecting increased interest expense associated with the $3.0 billion of long-term debt we issued in February 2011. We capitalized third-party interest of $30 million in the first quarter of 2012 compared to $20 million in the first quarter of 2011. The capitalized interest is primarily associated with the Detroit refinery heavy oil upgrading and expansion project. See Note 14 to the unaudited consolidated financial statements for further details relating to our debt.

Provision for income taxes increased $45 million in the first quarter of 2012 compared to the first quarter of 2011, primarily due to the $112 million increase in income before income taxes. The effective income tax rate was 36 percent in the first quarter of 2012 and 2011. The provision for income taxes for the first quarter of 2011, which was prior to the Spinoff, was computed as if we were a stand-alone company. See Note 9 to the unaudited consolidated financial statements for further details.

Segment Results

Revenues are summarized by segment in the following table:


	Three Months Ended March 31,
(In millions)	2012			2011
Refining & Marketing	$	18,923		$	16,605
Speedway		3,285			2,985
Pipeline Transportation		99			93

Segment revenues		22,307			19,683
Elimination of intersegment revenues		(2,042	)		(1,841	)

Total revenues	$	20,265		$	17,842

Items included in both revenues and costs:
Consumer excise taxes	$	1,380		$	1,209

Refining & Marketing segment revenues increased $2.32 billion in the first quarter of 2012 compared to the first quarter of 2011, primarily due to increased refined product selling prices. Our average refined product selling prices were $3.07 per gallon in first quarter of 2012 compared to $2.75 per gallon in the first quarter of 2011. The table below shows the average refined product benchmark prices for our marketing areas.


	Three Months Ended March 31,
(Dollars per gallon)	2012		2011
Chicago spot unleaded regular gasoline	$	2.88	$	2.57
Chicago spot ultra-low sulfur diesel		2.96		2.80
USGC spot unleaded regular gasoline		2.98		2.60
USGC spot ultra-low sulfur diesel		3.16		2.84

Refining & Marketing intersegment sales to our Speedway segment were $1.96 billion in the first quarter of 2012 compared to $1.76 billion in the first quarter of 2011. Intersegment refined product sales volumes were 608 million gallons in the first quarter of 2012 compared to 614 million gallons in the first quarter of 2011, with the decreased volumes primarily due to higher refined product selling prices.

Speedway segment revenues increased $300 million in the first quarter of 2012 compared to the first quarter of 2011, mainly due to higher gasoline and distillates selling prices, which averaged $3.51 per gallon in the first quarter of 2012 compared to $3.20 per gallon in the first quarter of 2011.

Income before income taxes and income from operations by segment are summarized in the following table:


	Three Months Ended March 31,
(In millions)	2012			2011
Income from operations by segment:
Refining & Marketing	$	943		$	802
Speedway		50			33
Pipeline Transportation		42			51
Items not allocated to segments ^(a)		(79	)		(67	)

Income from operations		956			819
Net interest and other financial income (costs) ^(b)		(22	)		3

Income before income taxes	$	934		$	822

^(a)	Items not allocated to segments consists primarily of MPC’s corporate administrative expenses, including allocations from Marathon Oil for the three months ended March 31, 2011, and costs related to certain non-operating assets.

^(b)	Includes related party net interest and other financial income.

The following table presents certain market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment’s business.


	Three Months Ended March 31,
(Dollars per barrel)	2012		2011
Chicago LLS 6-3-2-1 ^(a) ^(b)	$	0.33	$	0.16
USGC LLS 6-3-2-1 ^(a)		5.25		1.32
Blended 6-3-2-1 ^(c)		2.69		0.71
LLS		119.66		107.66
WTI		103.03		94.60
LLS—WTI differential		16.63		13.06
Sweet/Sour differential ^(a) ^(d)		13.70		12.40

^(a)	All spreads and differentials are measured against prompt LLS.

^(b)	Calculation utilizes USGC 3% Bunker value as a proxy for Chicago residual fuel price.

^(c)	Blended Chicago/USGC crack spread is 52%/48% in 2012 and 53%/47% in 2011 based on MP C’s refining capacity by region in each period.

^(d)	LLS (prompt)—[delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].

Refining & Marketing segment income from operations increased $141 million in the first quarter of 2012 compared to the first quarter of 2011, primarily due to a higher Refining & Marketing gross margin per barrel, which averaged $8.36 per barrel in the first quarter of 2012 compared to $6.73 per barrel in the first quarter of 2011. Our realized Refining & Marketing gross margin for the first quarter of 2012 improved from the first quarter of 2011 primarily due to larger USGC LLS 6-3-2-1 crack spreads and wider differentials between WTI and other light sweet crudes such as LLS. The USGC LLS 6-3-2-1 crack spread increased $3.93 per barrel and we estimate this had a $229 million positive impact on our Refining & Marketing gross margin. The discount of WTI to LLS increased $3.57 per barrel as a result of logistical constraints in the U.S. mid-continent markets which prevented the price of WTI from rising with the prices of crudes produced in other regions. We estimate this had a $198 million positive impact on our Refining & Marketing gross margin. These positive impacts were partially offset by a reduced contango market structure and other incremental crude acquisition costs. Within our refining system, sour crude accounted for 47 percent and 54 percent of our crude oil processed in the first quarter of 2012 and 2011, respectively.

Our crude oil capacity utilization was lower in the first quarter of 2012 compared to the first quarter of 2011. However, our total refinery throughputs of 1,320 thousand barrels per day (“mbpd”) in the first quarter of 2012 was relatively unchanged from the 1,321 mbpd in the first quarter of 2011. Crude oil refined increased 3 percent in the first quarter of 2012 compared to the first quarter of 2011, while other charge and blendstock throughputs decreased 16 percent over the same period.

The following table includes certain key operating statistics for the Refining & Marketing segment:


	Three Months Ended March 31,
	2012		2011
Refining & Marketing gross margin (dollars per barrel) ^(a)	$	8.36	$	6.73
Direct operating costs in Refining & Marketing gross margin (dollars per barrel): ^(b)
Planned turnaround and major maintenance	$	1.05	$	1.24
Depreciation and amortization		1.38		1.32
Other manufacturing ^(c)		3.16		3.54

Total	$	5.59	$	6.10

Refined products sales volumes (thousands of barrels per day) ^(d)		1,532		1,541

^(a)	Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation and amortization, divided by Refining & Marketing segment refined product sales volumes.

^(b)	Per barrel of total refinery throughputs.

^(c)	Includes utilities, labor, routine maintenance and other operating costs.

^(d)	Includes intersegment sales.

Speedway segment income from operations increased $17 million in the first quarter of 2012 compared to the first quarter of 2011, primarily due to an increased merchandise gross margin, which was $179 million in the first quarter of 2012 compared to $158 million in the first quarter of 2011. The change in the merchandise gross margin was primarily due to increased sales of higher margin foodservice and other beverage items, in part associated with the unseasonable warm weather throughout the Midwest, and the May 2011 acquisition of 23 convenience stores.

Speedway’s gasoline and distillates gross margin per gallon averaged 10.96 cents in the first quarter of 2012, compared with 10.64 cents in the first quarter of 2011. Same-store gasoline sales volume decreased 1.1 percent in the first quarter of 2012 compared to the first quarter of 2011. The primary factor affecting lower same store gasoline sales volume was the higher average retail price of gasoline.

Pipeline Transportation segment income from operations decreased $9 million in the first quarter of 2012 compared to the first quarter of 2011. The decrease primarily reflects a reduction in income from pipeline affiliates due to reduced shipment volumes. Refined product trunk line volumes decreased 6 percent in the first quarter of 2012 compared to the first quarter of 2011, while crude oil trunk line volumes decreased 5 percent in the same period.

Corporate and other unallocated expenses increased $12 million in the first quarter of 2012 compared to the first quarter of 2011 due to higher employee benefits, incentive compensation and information technology expenses, which is partially the result of additional costs associated with being a stand-alone company.

Liquidity and Capital Resources

Cash Flows

Our cash and cash equivalents balance was $2.21 billion at March 31, 2012 compared to $3.08 billion at December 31, 2011. The change in cash and cash equivalents was due to the factors discussed below.

Net cash provided by operating activities totaled $347 million in the first quarter of 2012, compared to $915 million in the first quarter of 2011. The $568 million decrease was primarily due to changes in working capital, partially offset by lower income tax payments. Changes in working capital were a net $761 million use of cash in the first quarter of 2012 compared to a net $137 million source of cash in the first quarter of 2011. The $761 million use of cash in the first quarter of 2012 was primarily due to an increase in accounts receivable caused by higher refined product prices as well as lower crude oil payable volumes as a result of changes in crude supply. The $137 million source of cash in the first quarter of 2011 was primarily due to the impact of increased crude oil prices on accounts payable and decreased refined product and crude oil inventory volumes, partially offset by the impact of increased refined product prices on accounts receivable.

Net cash used in investing activities totaled $311 million in the first quarter of 2012, compared to $484 million in the first quarter of 2011. The $173 million decrease was primarily due to net purchases of related party debt securities in 2011, partially offset by decreased asset disposals.

Net investments in related party debt securities was a use of cash of $361 million in the first quarter of 2011. All such activity reflected the net cash flow from redemptions and purchases of PFD Preferred Stock. Prior to the Spinoff, all investments in PFD Preferred Stock were redeemed, and the agreement with PFD was terminated. See Note 3 to the unaudited consolidated financial statements for further discussion of our investments in PFD Preferred Stock.

Disposal of assets totaled $2 million in the first quarter of 2012 and $125 million in the first quarter of 2011. The $125 million of cash from asset disposals in the first quarter of 2011 primarily included the collection of a receivable associated with the December 2010 sale of our Minnesota Assets.

The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. The following table reconciles additions to property, plant and equipment to reported total capital expenditures and investments:


	Three Months Ended March 31,
(In millions)	2012			2011
Additions to property, plant and equipment	$	309		$	243
Decrease in capital accruals		(76	)		(43	)

Total capital expenditures		233			200
Investments in equity method investees		7			4

Total capital expenditures and investments	$	240		$	204

Capital expenditures and investments are summarized by segment below:


	Three Months Ended March 31,
(In millions)	2012		2011
Refining & Marketing	$	153	$	156
Speedway		11		5
Pipeline Transportation		38		14
Corporate and Other ^(a)		38		29

Total	$	240	$	204

^(a)	Includes capitalized interest of $30 million and $29 million for the three months ended March 31, 2012 and 2011, respectively.

The Detroit refinery heavy oil upgrading and expansion project comprised 65 percent and 59 percent (excluding capitalized interest associated with this project) of our Refining & Marketing segment capital spending in the first quarter of 2012 and 2011, respectively.

Net cash used in financing activities totaled $910 million in the first quarter of 2012 and $330 million in the first quarter of 2011. The use of cash in the first quarter of 2012 was primarily due to the common stock repurchases under our ASR program and dividend payments. The use of cash in the first quarter of 2011 was primarily due to the net repayment of debt payable to Marathon Oil and its subsidiaries, partially offset by cash provided from the issuance of long-term debt and net contributions from Marathon Oil. These activities were undertaken to effect the Spinoff. See Note 14 to the unaudited consolidated financial statements for additional information on our long-term debt.

Net borrowings and repayments under our long-term debt payable to Marathon Oil and its subsidiaries was a use of cash of $3.57 billion in the first quarter of 2011. The agreements with Marathon Oil and its subsidiaries were terminated in 2011. See Note 3 to the unaudited consolidated financial statements for further discussion of these financing agreements.

Contributions from Marathon Oil totaled $287 million in the first quarter of 2011, primarily related to income taxes it incurred on our behalf.

Derivative Instruments

See Item 3. Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk.

Capital Resources

As of March 31, 2012, our liquidity totaled $5.21 billion consisting of:


(In millions)	March 31, 2012
Cash and cash equivalents	$	2,205
Revolving credit agreement		2,000
Trade receivables securitization facility		1,000

Total	$	5,205

At March 31, 2012, we had no borrowings or letters of credit outstanding under our revolving credit agreement or our trade receivables securitization facility.

Because of the alternatives available to us, including internally generated cash flow and access to capital markets, we believe that our short-term and long-term liquidity is adequate to fund not only our current operations, but also our near-term and long-term funding requirements, including capital spending programs, the repurchase of shares of our common stock, dividend payments, defined benefit plan contributions, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.

Our revolving credit agreement, as amended and effective July 1, 2011 (the “Credit Agreement”), contains covenants that we consider usual and customary for an agreement of this type, including a maximum ratio of Net Consolidated Indebtedness as of the end of each fiscal quarter to Consolidated EBITDA (as defined in the Credit Agreement) for each consecutive four fiscal quarter period of 3.0 to 1.0 and a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined in the Credit Agreement) for each consecutive four fiscal quarter period of 3.5 to 1.0. As of March 31, 2012, we were in compliance with these debt covenants with a ratio of Net Consolidated Indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) of 0.6 to 1.0 and a ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined in the Credit Agreement) of 74.6 to 1.0.

As of March 31, 2012, the credit ratings on our senior unsecured debt were at or above investment grade level as follows:


Rating Agency		Rating
Moody’s		Baa2 (stable outlook)
Standard & Poor’s		BBB (stable outlook)

The ratings reflect the respective views of the rating agencies. Although it is our intention to maintain a credit profile that supports an investment grade rating, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant.

Neither our Credit Agreement nor our trade receivables securitization facility contains credit rating triggers that would result in the acceleration of interest, principal or other payments in the event that our credit ratings are downgraded. However, any downgrades of our senior unsecured debt to below investment grade ratings would increase the applicable interest rates, yields and other fees payable under our Credit Agreement and trade receivables securitization facility. In addition, a downgrade of our senior unsecured debt rating to below investment grade levels could, under certain circumstances, decrease the amount of trade receivables that are eligible to be sold under our trade receivables securitization facility.

Debt-to-Total-Capital Ratio

Our debt-to-total-capital ratio (total debt to total debt plus stockholders’ equity) was 26 percent at March 31, 2012 and December 31, 2011 as shown in the calculation below.

		December 31,		December 31,
(In millions)	March 31, 2012		December 31, 2011
Long-term debt due within one year	$	17	$	15
Long-term debt		3,304		3,292

Total debt	$	3,321	$	3,307

Calculation of debt-to-total-capital ratio:
Total debt	$	3,321	$	3,307
Plus stockholders’ equity		9,216		9,505

Total debt plus stockholders’ equity	$	12,537	$	12,812


Debt-to-total-capital ratio		26%		26%

Capital Requirements

We have a capital and investment budget of $1.42 billion, excluding capitalized interest, for 2012. Approximately 25% of the 2012 budget is for continuation of the Detroit refinery heavy oil upgrading and expansion project, which is expected to complete construction in the third quarter of 2012 with full integration into the refinery by year-end 2012. The budget also includes spending on other refining, transportation, logistics and marketing projects, spending for new construction and acquisitions to expand our Speedway segment, and amounts designated for corporate activities. There have been no material changes to our 2012 capital and investment budget since our Annual Report on Form 10-K for the year ended December 31, 2011 was filed. We continuously evaluate our capital and investment budget and make changes as conditions warrant.

As of March 31, 2012, we plan to make additional contributions of approximately $120 million to our funded pension plans in 2012.

On April 25, 2012, our board of directors approved a 25 cents per share dividend, payable June 11, 2012 to stockholders of record at the close of business on May 16, 2012.

On February 1, 2012, we announced that our board of directors authorized a share repurchase plan, enabling us to purchase up to $2.0 billion of MPC common stock over a two-year period. We may utilize various methods to effect the repurchases, which could include open market purchases, negotiated block transactions, ASRs or open market solicitations for shares. On February 3, 2012, we entered into an $850 million ASR program with a major financial institution as part of this authorization. The total number of shares to be repurchased under the ASR will be based generally on the volume-weighted average price of MPC common stock during the repurchase period, subject to provisions that set a minimum and maximum number of shares. Under the ASR program, we received 17,581,344 shares of MPC common stock during the three months ended March 31, 2012. Any remaining shares will be delivered to us upon the termination of the ASR program, which we expect to occur no later than the middle of the third quarter of 2012. The ASR program is accounted for as treasury stock purchase transactions, reducing the weighted average number of basic and diluted common shares outstanding by the shares repurchased, and as a forward contracts indexed to our common stock. After the effects of our ASR program, $1.15 billion of the total authorized share repurchase plan amount was available for share repurchase at March 31, 2012. The timing of repurchases, if any, outside of the current ASR program will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time.

The above discussion includes forward-looking statements with respect to the share repurchase plan. Factors that could affect the share repurchase plan and its timing include, but are not limited to, business conditions, availability of liquidity, and the market price of our common stock.

Contractual Cash Obligations

As of March 31, 2012, our contractual cash obligations included long-term debt, capital and operating lease obligations, purchase obligations and other long-term liabilities. During the three months ended March 31, 2012, contracts to acquire property, plant and equipment increased $163 million, consistent with our 2012 capital budget program. There were no other material changes to these obligations outside the ordinary course of business.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under accounting principles generally accepted in the United States. Although off-balance sheet arrangements serve a variety of our business purposes, we are not dependent on these arrangements to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on liquidity and capital resources.

We have provided various guarantees related to equity method investees. In conjunction with the Spinoff, we entered into various indemnities and guarantees to Marathon Oil. These arrangements are described in Note 18 to the unaudited consolidated financial statements.

Our opinions concerning liquidity and capital resources and our ability to avail ourselves in the future of the financing options mentioned in the above forward-looking statements are based on currently available information. If this information proves to be inaccurate, future availability of financing may be adversely affected. Factors that affect the availability of financing include, but are not limited to, our performance (as measured by various factors, including cash provided by operating activities), the state of worldwide debt and equity markets, investor perceptions and expectations of past and future performance, the global financial climate, and, in particular, with respect to borrowings, the levels of our outstanding debt and credit ratings by rating agencies. The discussion of liquidity and capital resources above also contains forward-looking statements regarding expected capital and investment spending. The forward-looking statements about our capital and investment budget are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Some factors that could cause actual results to differ materially include, but are not limited to, prices of and demand for crude oil and refinery feedstocks, natural gas and refined products, actions of competitors, delays in obtaining necessary third-party approvals, disruptions or interruptions of our refining operations due to the shortage of skilled labor and unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response, and other operating and economic considerations.

Transactions with Related Parties

Following completion of the Spinoff on June 30, 2011, Marathon Oil retained no ownership interest in us and is no longer a related party.

For the three months ended March 31, 2011, purchases of crude oil and natural gas from Marathon Oil accounted for five percent or less of the combined total of cost of revenues and purchases from related parties. Related party purchases of crude oil and natural gas from Marathon Oil were at market-based contract prices. The crude oil prices were based on indices that represented market value for time and place of delivery and that were also used in third-party contracts. The natural gas prices equaled the price at which Marathon Oil purchased the natural gas from third parties plus the cost of transportation.

We believe that transactions with related parties, other than certain transactions with Marathon Oil to effect the Spinoff and related to the provision of administrative services, were conducted under terms comparable to those with unrelated parties.

On May 25, 2011, we entered into a separation and distribution agreement and several other agreements with Marathon Oil to effect the Spinoff and to provide a framework for our relationship with Marathon Oil. Because the terms of our separation from Marathon Oil and these agreements were entered into in the context of a related party transaction, the terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties.

Environmental Matters and Compliance Costs

We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas, production processes and whether it is also engaged in the petrochemical business or the marine transportation of crude oil and refined products.

There have been no significant changes to our environmental matters and compliance costs during the three months ended March 31, 2012.

Critical Accounting Estimates

There have been no significant changes to our critical accounting estimates during the three months ended March 31, 2012.

Accounting Standards Not Yet Adopted

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For a detailed discussion of our risk management strategies and our derivative instruments, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2011.

See Notes 12 and 13 to the unaudited consolidated financial statements for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our consolidated balance sheets and statements of income. We do not designate any of our commodity derivative instruments as hedges for accounting purposes. During the three months ended March 31, 2012, we terminated our interest rate swap agreements, which we had designated as fair value hedges.

Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of March 31, 2012 is provided in the following table.


	Incremental Change in IFO from a Hypothetical Price Increase of						Incremental Change in IFO from a Hypothetical Price Decrease of
(In millions)	10%			25%			10%		25%
As of March 31, 2012
Crude	$	(141	)	$	(348	)	$	158	$	393
Refined products		3			10			3		7

We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity. Effects of these offsets are not reflected in the above sensitivity analysis.

We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. Changes to the portfolio after March 31, 2012 would cause future IFO effects to differ from those presented above.

Sensitivity analysis of the projected incremental effect of a hypothetical 100-basis-point shift in interest rates on financial assets and liabilities as of March 31, 2012 is provided in the following table.


(In millions)	Fair Value			Incremental Change in Fair Value
Financial assets (liabilities) ^(a)
Long-term debt ^(b)		(3,238	) ^(c)		318	^(d)

^(a)	Fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.

^(b)	Excludes capital leases.

^(c)	Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities

^(d)	Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at March 31, 2012.

At March 31, 2012, our portfolio of long-term debt was substantially comprised of fixed-rate instruments. Therefore, the fair value of the portfolio is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declines and corresponding increases in the fair value of our debt portfolio unfavorably affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended) was carried out under the supervision and with the participation of our management, including our chief executive officer and chief financial officer. Based upon that evaluation, the chief executive officer and chief financial officer concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, 2012, the end of the period covered by this report.

Internal Control Over Financial Reporting and Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2012, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Supplementary Statistics (Unaudited)

		$0000000			$0000000
	Three Months Ended March 31,
(In millions)	2012			2011
Income from Operations by segment
Refining & Marketing	$	943		$	802
Speedway		50			33
Pipeline Transportation		42			51
Items not allocated to segments		(79	)		(67	)

Income from operations	$	956		$	819

Capital Expenditures and Investments ^(a)
Refining & Marketing	$	153		$	156
Speedway		11			5
Pipeline Transportation		38			14
Corporate and Other ^(b)		38			29

Total	$	240		$	204

^(a)	Capital expenditures include changes in capital accruals.

^(b)	Includes capitalized interest of $30 million and $29 million for the three months ended March 31, 2012 and 2011, respectively.

Supplementary Statistics (Unaudited)


	Three Months Ended March 31,
	2012		2011
MPC Consolidated Refined Product Sales Volumes (thousands of barrels per day) ^(a)		1,558		1,562
Refining & Marketing Operating Statistics
Refinery Throughputs (thousands of barrels per day):
Crude oil refined		1,146		1,114
Other charge and blendstocks		174		207

Total		1,320		1,321

Crude Oil Capacity Utilization percent ^(b)		96		98
Refined Product Yields (thousands of barrels per day):
Gasoline		717		731
Distillates		397		408
Propane		25		24
Feedstocks and special products		130		116
Heavy fuel oil		15		21
Asphalt		54		49

Total		1,338		1,349

Refining & Marketing Refined Product Sales Volume (thousands of barrels per day) ^(c)		1,532		1,541
Refining & Marketing Gross Margin (dollars per barrel) ^(d)	$	8.36	$	6.73
Direct Operating Costs in Refining & Marketing Gross Margin (dollars per barrel): ^(e)
Planned turnaround and major maintenance	$	1.05	$	1.24
Depreciation and amortization		1.38		1.32
Other manufacturing ^(f)		3.16		3.54

Total	$	5.59	$	6.10

Speedway Operating Statistics
Convenience stores at period-end		1,370		1,353
Gasoline & distillates sales (millions of gallons)		706		693
Gasoline & distillates gross margin (dollars per gallon) ^(g)	$	0.1096	$	0.1064
Merchandise sales (in millions)	$	695	$	663
Merchandise gross margin (in millions)	$	179	$	158
Pipeline Transportation Operating Statistics
Pipeline Barrels Handled (thousands of barrels per day) ^(h) :
Crude oil trunk lines		1,121		1,174
Refined products trunk lines		917		972

Total		2,038		2,146

^(a)	Total average daily volumes of refined product sales to wholesale, branded and retail (Speedway segment) customers.

^(b)	Based on calendar day capacity.

^(c)	Includes intersegment sales.

^(d)	Sales revenue less cost of refinery inputs, purchased products and manufacturing expenses, including depreciation and amortization, divided by Refining & Marketing segment refined product sales volumes.

^(e)	Per barrel of total refinery throughputs.

^(f)	Includes utilities, labor, routine maintenance and other operating costs.

^(g)	The price paid by consumers, less the cost of refined products, including transportation and consumer excise taxes, and the cost of bankcard processing fees, divided by gasoline and distillates sales volumes.

^(h)	On owned common-carrier pipelines, excluding equity method investments.

Part II—Other Information

Item 1. Legal Proceedings

We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. The ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.

Kentucky Emergency Pricing Litigation

In May 2007, the Kentucky attorney general filed a lawsuit against us and Marathon Oil in state court in Franklin County, Kentucky for alleged violations of Kentucky’s emergency pricing and consumer protection laws following Hurricanes Katrina and Rita in 2005. The lawsuit alleges that we overcharged customers by $89 million during September and October 2005. The complaint seeks disgorgement of these sums, as well as penalties, under Kentucky’s emergency pricing and consumer protection laws. We are vigorously defending this litigation. If the lawsuit is resolved unfavorably, it could materially impact our consolidated results of operations, financial position or cash flows. We believe that this is the first lawsuit for damages and injunctive relief under the Kentucky emergency pricing laws to progress this far and it contains many novel issues. In May 2011, the Kentucky attorney general amended his complaint to include a request for immediate injunctive relief as well as unspecified damages and penalties related to our wholesale gasoline pricing in April and May 2011 under statewide price controls that were activated by the Kentucky governor on April 26, 2011 and which have since expired. The court denied the attorney general’s request for immediate injunctive relief, and the remainder of the 2011 claims likely will be resolved along with those dating from 2005. Management does not believe the ultimate resolution of this litigation will have a material adverse effect on our business, financial condition, results of operations or cash flows.

We are a defendant in a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Environmental Proceedings

The following is a summary of certain environmental proceedings involving us that were pending or contemplated as of March 31, 2012 under federal and state environmental laws.

We engaged in discussions with the U.S. Environmental Protection Agency (“EPA”) to proactively enter into a consent decree regarding the operation of flares at our six refineries in order to minimize flare emissions. The resulting Flare Consent Decree was executed by MPC on February 24, 2012 and lodged in Federal District Court in Michigan on April 5, 2012. The Flare Consent Decree included a civil penalty of $460,000, as well as injunctive relief designed to ensure that good combustion and flare minimization practices are employed at the 22 flares located at our six refineries. It is anticipated that this consent decree will reduce emissions by approximately 5,400 tons per year.

In September 2011, Marathon Petroleum Company LP received an Enforcement Notice from the Michigan Department of Environmental Quality (“MDEQ”) regarding a product release at a facility in Stockbridge, Michigan. In the Enforcement Notice, MDEQ alleges certain environmental violations involving Michigan’s water protection laws. In March 2012, the MDEQ issued a draft Administrative Consent Order to resolve these alleged violations. The resolution of this matter may result in a penalty in excess of $100,000.

On November 7, 2011, the EPA issued Marathon Petroleum Company LP a Notice of Violation (“NOV”) alleging violations of the Renewable Fuel Standard (“RFS”) regulations. Specifically, the NOV alleged violations related to the use of invalid RINs to meet our renewable volume obligation under the RFS regulations. In April 2012, we entered into an Administrative Settlement Agreement and subsequently paid a civil penalty of $219,792.

We are involved in a number of other environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of the environmental proceedings described above and these other environmental enforcement matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Administrative Proceedings

On August 24, 2010, the U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration (“PHMSA”) issued a Notice of Probable Violation, Proposed Civil Penalty and Proposed Compliance Order (“NOPV”) to our subsidiary Marathon Pipe Line LLC (“MPL”) related to a March 10, 2009 incident at St. James, Louisiana. The NOPV included a proposed civil penalty of approximately $1 million. On April 30, 2012, we signed a Consent Agreement and Order to resolve this matter with PHMSA. The Consent Agreement and Order requires MPL to pay a civil penalty of $842,650 and to undertake and complete a Supplemental Safety and Environmental Project with a minimum cost of $305,000.

Item 1A. Risk Factors

We are subject to various risks and uncertainties in the course of our business. The discussion of such risks and uncertainties may be found under Item 1A. Risk Factors in our 2011 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth a summary of our purchases during the quarter ended March 31, 2012, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:


Period	Total Number of Shares Purchased			Average Price Paid per Share ^(a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ^(b)		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ^(c)
01/01/12—01/31/12		989	^(d)	$	34.16		—		—
02/01/12—02/29/12		10,002,434	^(e)	$	42.64		9,986,000	$	1,150,000,000
03/01/12—03/31/12		7,595,344		$	—		7,595,344	$	1,150,000,000

Total		17,598,767		$	42.16		17,581,344

^(a)

“Average Price paid per Share” reflects the price paid for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The average purchase price of common stock purchases pursuant to the ASR program described below will not be determinable until the conclusion of the ASR program.

^(b)

On February 1, 2012, we announced that our board of directors authorized a share repurchase plan, enabling us to purchase up to $2.0 billion of our common stock over a two-year period that expires on January 31, 2014. On February 3, 2012, we entered into a $850 million ASR program with a major financial institution to repurchase shares of MPC common stock under this approved share repurchase plan.

^(c)	On February 3, 2012, we paid $850 million to purchase MPC common stock pursuant to the ASR program.

^(d)	989 shares of common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements.

^(e)	This includes 16,434 shares of common stock delivered by employees to MPC, upon the vesting of restricted stock, to satisfy tax withholding requirements.

Item 6. Exhibits

Exhibit

Incorporated by Reference

Filed

Furnished

Number

Exhibit Description

Form

Exhibit

Filing Date

SEC File No.

Herewith

3.1

Restated Certificate of Incorporation of Marathon Petroleum Corporation

8-K

3.1

6/22/2011

001-35054

3.2

Amended and Restated Bylaws of Marathon Petroleum Corporation

10-K

3.2

2/29/2012

001-35054

10.1*

Master Confirmation Agreement, dated as of February 3, 2012, by and between Deutsche Bank AG, London Branch and Marathon Petroleum Corporation

10.2

Marathon Petroleum Annual Cash Bonus Program

10.3

Form of Marathon Petroleum Corporation Performance Unit Award Agreement - 2012-2014 Performance Cycle

10.4

Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer

10.5

Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer

31.1

Certification of President and Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.

31.2

Certification of Senior Vice President and Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.

32.1

Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2

Certification of Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS+

XBRL Instance Document.

101.SCH+

XBRL Taxonomy Extension Schema.

101.PRE+

XBRL Taxonomy Extension Presentation Linkbase.

101.CAL+

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF+

XBRL Taxonomy Extension Definition Linkbase.

101.LAB+

XBRL Taxonomy Extension Label Linkbase.

*	Confidential treatment requested and/or approved as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.

XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 10.1

Confidential treatment has been requested for the redacted portions of this exhibit, and such confidential portions have been omitted and filed separately with the Securities and Exchange Commission.




		Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000


		c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500

		Internal Reference: [ ]

Opening Transaction


To:		Marathon Petroleum Corporation 539 South Main Street Findlay, Ohio 45840-3229 Attention: Timothy T. Griffith, Vice President of Finance and Treasurer

A/C:		[ ]

Re:		Accelerated Share Repurchase

Date:		February 3, 2012

DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES INC. DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

This master confirmation (this “ Master Confirmation ”), dated as of February 3, 2012 is intended to set forth certain terms and provisions of certain Transactions (each, a “ Transaction ”) entered into from time to time between Deutsche Bank AG, London Branch (“ Seller ” or “ Deutsche ”), with Deutsche Bank Securities Inc. acting as agent, and Marathon Petroleum Corporation (“ Counterparty ”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in (i) a Supplemental Confirmation in the form of Schedule A hereto (a “ Supplemental Confirmation ”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation and (ii) a Supplemental Terms Notice in the form of Schedule B hereto (a “ Supplemental Terms Notice ”), which shall reference the relevant Supplemental Confirmation and supplement, form a part of and be subject to such Supplemental Confirmation. This Master Confirmation, each Supplemental Confirmation and the related Supplemental Terms Notice together shall constitute a “Confirmation” as referred to in the Agreement specified below.

Confidential

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “ Equity Definitions ”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation, each Supplemental Confirmation and the related Supplemental Terms Notice evidence a complete binding agreement between Counterparty and Seller as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation and Supplemental Terms Notice relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

This Master Confirmation, each Supplemental Confirmation and each Supplemental Terms Notice supplement, form a part of, and are subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “ Agreement ”) as if Seller and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for the election of Loss and Second Method, New York law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“ USD ”) as the Termination Currency).

The Transactions shall be the sole Transactions under the Agreement and shall not be “Specified Transactions” (or similarly treated) under any other agreement between the parties or their Affiliates. If there exists any ISDA Master Agreement between Seller and Counterparty or any confirmation or other agreement between Seller and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Seller and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Seller and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement and any Event of Default or Termination Event of any Transaction or the Agreement shall not, by itself, give rise to any right or obligation under any such other agreement or deemed agreement.

All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation, each Supplemental Confirmation and each Supplemental Terms Notice except as expressly modified herein or in the related Supplemental Confirmation.

If, in relation to any Transaction to which this Master Confirmation, a Supplemental Confirmation and a Supplemental Terms Notice relate, there is any inconsistency between the Agreement, this Master Confirmation, the relevant Supplemental Confirmation, the relevant Supplemental Terms Notice and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Terms Notice, (ii) such Supplemental Confirmation; (iii) this Master Confirmation; (iv) the Agreement; and (v) the Equity Definitions.

1. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation and Supplemental Terms Notice relating to any Transaction, shall govern such Transaction.

General Terms:

Trade Date:

For each Transaction, as set forth in the related Supplemental Confirmation.

Buyer:

Counterparty

Seller:

Deutsche Bank AG, London Branch

The common stock, par value $0.01 per share, of Counterparty (Ticker: MPC)

Exchange:

New York Stock Exchange

Related Exchange(s):

All Exchanges.

Prepayment/Variable Obligation:

Applicable

Prepayment Amount:

For each Transaction, as set forth in the related Supplemental Confirmation.

Prepayment Date:

For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation:

Hedge Period:

The period from and including the Hedge Period Start Date to and including the Hedge Completion Date.

Seller covenants to Counterparty that with respect to purchases of Shares by Seller or any of its affiliates in connection with its hedging activities in relation to any Transaction during the Hedge Period for such Transaction, Seller or such affiliate will use good faith best efforts to effect such purchases in a manner so that, if such purchases were made by Counterparty, they would meet the requirements of paragraphs (b)(2), (3) and (4) of Rule 10b-18 under the Exchange Act (“ Rule 10b-18 ”) (taking into account any applicable Securities and Exchange Commission or staff no-action letters or interpretations as appropriate and subject to any delays between execution and reporting of a trade of the Shares on the Exchange and other circumstances reasonably beyond Seller’s or such affiliate’s control); provided that, Seller and its affiliates shall not be responsible for any failure to comply with Rule 10b-18(b)(3) to the extent any transaction that was executed (or deemed to be executed) by or on behalf of Counterparty or an affiliated purchaser pursuant to a separate agreement is not deemed to be an “independent bid” or an “independent transaction” for purposes of Rule 10b-18(b)(3).

Hedge Period Start Date:

For each Transaction, as set forth in the related Supplemental Confirmation, to be the Trade Date, subject to postponement as provided in “Valuation Disruption” below.

Hedge Completion Date:

For each Transaction, as set forth in the related Supplemental Terms Notice, to be the Exchange Business Day on which Seller finishes establishing its initial hedge positions in respect of such Transaction, as determined by Seller in its sole discretion, but in no event later than the Hedge Period End Date.

Hedge Period End Date:

For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below.

Hedge Price:

For each Transaction, as set forth in the related Supplemental Terms Notice, to be the volume-weighted average price per Share at which the Seller purchases Shares during the Hedge Period to establish its initial hedge of the Transaction, as determined by the Seller in a commercially reasonable manner.

Upon reasonable request by Counterparty, Seller shall provide Counterparty a report of its purchases on any day on which the Seller purchases Shares during the Hedge Period. The report will include the volume-weighted average price per Share at which the Seller purchased Shares on such day. On the Hedge Completion Date, Seller shall provide Counterparty information as to its calculation of the Hedge Price and the inputs to such calculation.

VWAP Price:

For any Exchange Business Day, the New York 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any extensions thereof as determined by the Calculation Agent) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by Bloomberg at 8:00 a.m. New York time on the following Exchange Business Day, on Bloomberg page “MPC.N <Equity> AQR_SEC”

(or any successor thereto), subject to “Valuation Disruption” below, or if such price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, such VWAP Price shall be as reasonably determined by the Calculation Agent. For purposes of calculating the VWAP Price, the Calculation Agent will include only those trades that are reported during the period of time during which Counterparty could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (such trades, “ Rule 10b-18 eligible transactions ”).

Forward Price:

The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below.

Forward Price

Adjustment Amount:

For each Transaction, as set forth in the related Supplemental Confirmation.

Calculation Period:

The period from, and including, the Calculation Period Start Date to, and including, the Termination Date.

Calculation Period Start Date:

For each Transaction, as set forth in the related Supplemental Terms Notice, to be the first Exchange Business Day immediately following the Hedge Completion Date.

Termination Date:

For each Transaction, the Scheduled Termination Date; provided that Seller shall have the right, from time to time, to designate any Exchange Business Day (which shall not be after the Scheduled Termination Date) on or after the First Acceleration Date to be a Termination Date (the “ Accelerated Termination Date ”) with respect to all, or any portion that is at least $850 million, of the Prepayment Amount for such Transaction by delivering notice to Counterparty of any such designation prior to 11:59 p.m. New York City time on the Exchange Business Day immediately following the designated Accelerated Termination Date.

Scheduled Termination Date:

For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below.

First Acceleration Date:

For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation Disruption:

The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Hedge Period, Calculation Period, Share Termination Valuation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs (i) in the Hedge Period or the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone any one or more of the Hedge Period End Date and the Scheduled Termination Date (but in no event more than 9 Scheduled Trading Days in the aggregate, in which case an Additional Termination Event shall

occur as set forth below), or (ii) in the Share Termination Valuation Period or the Settlement Valuation Period, the Calculation Agent may extend the Share Termination Valuation Period or Settlement Valuation Period (but in no event more than 9 Scheduled Trading Days in the aggregate, in which case an Additional Termination Event shall occur as set forth below). The Calculation Agent may, in its good faith and commercially reasonable discretion, determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price or value of Share Termination Delivery Units, as applicable, for such Disrupted Day shall not be included for purposes of determining the Hedge Price, the Forward Price, Share Termination Unit Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case (x) the VWAP Price or value of Share Termination Delivery Units, as applicable, for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares or based on transactions in the Share Termination Delivery Units, as applicable, on such Disrupted Day taking into account the nature and duration of such Market Disruption Event and (y) in the case of a Disrupted Day during the Calculation Period or a Settlement Valuation Period, the Calculation Agent shall determine any Forward Price or Settlement Price based on an appropriately weighted average instead of the arithmetic average described in the definition thereof. Any Scheduled Trading Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full.

If as the result of the occurrence of one or more Disrupted Days during the Hedge Period, Calculation Period, Share Termination Valuation Period or Settlement Valuation Period, as applicable, the Calculation Agent has postponed any of the Hedge Period End Date, Scheduled Termination Date, Share Termination Valuation Period or Settlement Valuation Period for 9 Scheduled Trading Days in accordance with the terms hereof, then such occurrence will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.

Upon reasonable request of the Counterparty, the Calculation Agent shall promptly provide to the Counterparty the calculation of the VWAP Price, for each Disrupted Day and the inputs to such calculation. In no event will the Calculation Agent be required to disclose proprietary models or positions or any information in violation of applicable laws, regulations, policies (including self-regulatory policies) or contractual obligations.

Settlement Terms:

Settlement Procedures:

If the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable; provided that Seller does not, and shall not, make the agreement or the representations solely related to the restrictions imposed by applicable securities laws set forth in Section 9.11 of the Equity Definitions with respect to any Shares delivered by Seller to Counterparty under any Transaction. If the Number of Shares to be Delivered is negative, then the Counterparty Settlement Provisions in Annex A shall apply.

Number of Shares

to be Delivered:

For each Transaction, a number of Shares equal to (a) the sum of the Capped Number of Shares and the Collared Number of Shares minus (b) the number of Shares delivered by Seller pursuant to “Initial Share Delivery” and “Minimum Share Delivery” below (the “ Delivered Number ”).

Collared Number of Shares:

For each Transaction, (a) the Collared Percentage of the Prepayment Amount divided by (b) the Forward Price minus the Forward Price Adjustment Amount;

provided the Forward Price minus the Forward Price Adjustment Amount shall not exceed the Cap Price nor be less than the Floor Price.

Collared Percentage:

For each Transaction, as set forth in the related Supplemental Confirmation.

Capped Number of Shares:

For each Transaction, (a) the Capped Percentage of the Prepayment Amount divided by (b) the Forward Price minus the Forward Price Adjustment Amount; provided that the Forward Price minus the Forward Price Adjustment Amount shall not exceed the Cap Price.

Capped Percentage:

For each Transaction, as set forth in the related Supplemental Confirmation.

Cap Price:

For each Transaction, as set forth in the related Supplemental Confirmation.

Floor Price:

For each Transaction, as set forth in the related Supplemental Confirmation.

Excess Dividend Amount:

For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.

Settlement Date:

If the Number of Shares to be Delivered is positive, the date that is one Settlement Cycle immediately following the Termination Date.

Settlement Currency:

USD

Initial Share Delivery:

Seller shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

Initial Share Delivery Date:

For each Transaction, as set forth in the related Supplemental Confirmation.

Initial Shares:

For each Transaction, as set forth in the related Supplemental Confirmation.

Minimum Share Delivery:

Seller shall deliver a number of Shares equal to excess, if any, of the Minimum Shares over the number of Initial Shares on the Minimum Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Minimum Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

Minimum Share Delivery

Date:

The date one Settlement Cycle immediately following the Hedge Completion Date.

Minimum Shares:

A number of Shares equal to the Prepayment Amount divided by the Cap Price.

Share Adjustments:

Potential Adjustment Event:

Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event.

It shall constitute an additional Potential Adjustment Event if the Hedge Period End Date and/or the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant economic terms of any such Transaction as the Calculation Agent

determines appropriate to account for the economic effect on the Transaction of such postponement and to preserve the fair value of such Transaction.

Extraordinary Dividend:

For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter, if (i) such dividend or distribution is not a dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions and (ii) in the case of a cash dividend, the amount per Share of such cash dividend, taken together with the amount of all previous cash dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount.

Ordinary Dividend Amount:

For each Transaction, as set forth in the related Supplemental Confirmation.

Method of Adjustment:

Calculation Agent Adjustment

Early Ordinary Dividend

Payment:

If an ex-dividend date for any dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Period (as defined below) and is prior to the Scheduled Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines in good faith are reasonably appropriate to account for the economic effect on the Transaction of such event.

Scheduled Ex-Dividend

Dates:

For each Transaction for each calendar quarter, as set forth in the related Supplemental Confirmation.

Extraordinary Events:

Consequences of

Merger Events:

(a) Share-for-Share:

Modified Calculation Agent Adjustment

(b) Share-for-Other:

Cancellation and Payment

Component Adjustment

Tender Offer:

Applicable; provided that (i) Section 12.1(d) of the Equity Definitions shall be deleted in its entirety and replaced with the following: ““Tender Offer” means the commencement (in the case of a takeover offer, tender offer, exchange offer, or solicitation, proposal or other event initiated by any person other than the Counterparty) or announcement (in the case of a takeover offer, tender offer, exchange offer, or solicitation, proposal or other event initiated by the Counterparty) of a takeover offer, tender offer, exchange offer, or solicitation, proposal or other event by any entity or person that following such commencement or announcement, as applicable, would, if consummated, result in such entity or person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10% and less than 100% of the outstanding voting shares of Counterparty, as determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant.” and (ii) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical in the fifth line thereof, (y) by adding the words

“following commencement or announcement, as applicable, would, if consummated,” after the word “that” in the fifth line thereof and (z) by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” and (iii) Section 12.3(d) of the Equity Definitions shall be amended (x) by replacing the words “Tender Offer Date” with “Tender Offer Date or Announcement Date, as applicable,” and (y) by replacing each occurrence of the words “Tender Offer” with “Tender Offer or announcement, as applicable,”.

Consequences of

Tender Offers:

(a) Share-for-Share:

Modified Calculation Agent Adjustment

(b) Share-for-Other:

Cancellation and Payment

Component Adjustment

Nationalization,

Insolvency or Delisting:

Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Additional Disruption Events:

(a) Change in Law:

Applicable; provided that (x) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by the replacement of the word “Shares” with “Hedge Positions”; (ii) by adding the phrase “or public announcement of” immediately after the phrase “due to the promulgation of or” in the third line thereof and adding the phrase “formal or informal” before the word “interpretation” in the same line; and (iii) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (y) any determination as to whether (A) the adoption of or change in any applicable law or regulation (including, without limitation, any tax law) or (B) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Wall Street Transparency and Accountability Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date.

(b) Hedging Disruption:

Applicable; provided that Section 12.9(a)(v) of the Equity Definitions is replaced with the following: “(v) “Hedging Disruption” means that the Hedging Party is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transactions or assets (including, without limitation, stock loans and other transactions that can be used to create a long or short exposure to the Shares) that hedge, in a commercially reasonable manner, based on prevailing circumstances applicable to the Hedging Party, the equity price risk, volatility risk and dividend risk of entering into and performing its obligations with respect to the Transaction (any such transactions or assets, a “ Hedging Party Hedge ”) or (B) realize, recover or remit the proceeds of a Hedging Party Hedge.

Hedging:

Applicable; provided that Section 12.9(a)(vi) of the Equity Definitions is replaced with the following: “(vi) “Increased Cost of Hedging” means that the Hedging Party would incur a materially increased (as compared with the circumstances that existed on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions) (which amount of tax shall include, without limitation, any amount of tax due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position in relation to dividends) (a “ Hedging Cost ”) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of the Hedging Party Hedge or (B) realize, recover or remit the proceeds of the Hedging Party Hedge. However, any such materially increased amount that is incurred solely as a result of the deterioration of the creditworthiness of the Hedging Party shall not be an Increased Cost of Hedging.”

(d) Failure to Deliver:

Applicable

(e) Insolvency Filing:

Applicable

(f) Loss of Stock Borrow:

Applicable

Maximum Stock Loan

Rate:

250 basis points per annum

(g) Increased Cost of Stock

Borrow:

Applicable

Initial Stock Loan Rate:

25 basis points per annum

Hedging Party:

Seller

Determining Party:

Seller

Additional Termination Event(s):

Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and

12.9 of the Equity Definitions, Seller may elect for Section 6 of the Agreement to apply to such Affected Transaction(s).

The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.

Relevant Dividend Period:

The period from and including the Hedge Period Start Date to and including the Relevant Dividend Period End Date.

Relevant Dividend Period

End Date:

If the Number of Shares to be Delivered is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date.

Non-Reliance/Agreements and

Acknowledgements Regarding

Hedging Activities/Additional

Acknowledgements:

Applicable

Seller Payment Instructions:

Bank of New York

ABA: 021-000-018

Deutsche Bank Securities, Inc.

A/C #8900327634

FFC: Marathon Petroleum Corporation

Counterparty’s Contact Details

for Purpose of Giving Notice:

Marathon Petroleum Corporation

539 S. Main Street

Findlay, Ohio 45840

Attention: Timothy T. Griffith, Vice President of Finance and Treasurer

Telephone: 419-421-3137

Facsimile: 419-422-4457

Email: ttgriffith@marathonpetroleum.com

Seller’s Contact Details for

Purpose of Giving Notice:

Deutsche Bank AG, London Branch

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Attention: David Sullivan

Andrew Yaeger

Telephone: 212-250-4580

212-250-2717

Email: dave.sullivan@db.com

andrew.yaeger@db.com

Calculation Agent:

Seller.

2. Additional Mutual Representations, Warranties and Covenants .

(a) Eligible Contract Participant . In addition to the representations, warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that it is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended), and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.

(b) Accredited Investor and Qualified Institutional Buyer . Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment and (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act.

3. Additional Representations, Warranties and Covenants of Counterparty . In addition to the representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to Seller that:

(a) The purchase of Shares by Counterparty from Seller pursuant to, and Counterparty’s entry into, each Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.

(b) It is not entering into any Transaction (i) on the basis of, and is not aware of, any material non-public information with respect to Counterparty or the Shares, (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer or (iii) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares).

(c) Each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of one or more accelerated share repurchase transactions to effect the Share buy-back program.

(d) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under any accounting standards including, but not limited to, ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity.

(e) As of (i) the date hereof and (ii) the Trade Date for each Transaction hereunder, Counterparty is in compliance with its reporting obligations under the Exchange Act and all reports required to be filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(f) Counterparty shall report each Transaction to the extent required under the Exchange Act and the rules and regulations thereunder.

(g) The Shares are not, and Counterparty will not engage in a “distribution” (as defined in Regulation M promulgated under the Exchange Act) of the Shares or of any security for which the Shares are a “reference security” (as defined in Regulation M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction. “Regulation M Period” means, for any Transaction, (i) the Relevant Period (as defined below) and (ii) the Share Termination Valuation Period, if any, and the Settlement Valuation Period, if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the Hedge Period Start Date for such Transaction and ending on the earlier of (i) the Scheduled Termination Date and

(ii) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by Seller and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below).

(h) As of the Trade Date, the Prepayment Date, the Initial Share Delivery Date, the Minimum Share Delivery Date and the Settlement Date for each Transaction, Counterparty is not, and will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “ Bankruptcy Code ”)) and Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s incorporation.

(i) Counterparty is not, and after giving effect to any Transaction will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(j) Counterparty has not and will not enter into agreements similar to the Transactions described herein where any initial hedge period, calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a result of extensions in such initial hedge period, calculation period, relevant period or settlement valuation period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under this Master Confirmation. In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other similar transaction overlaps with any Relevant Period or, if applicable, or Settlement Valuation Period under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above, Counterparty shall promptly amend such transaction to avoid any such overlap.

(k) Counterparty received on or prior to the Trade Date a letter from Deutsche regarding FINRA Rule 5320 and does not object to the practices described in such letter.

4. Regulatory Disruption . In the event that Seller reasonably concludes, in its sole discretion upon the advice of counsel, that it is required under applicable laws or regulations to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Hedge Period, the Calculation Period or, if applicable, the Share Termination Valuation Period or the Settlement Valuation Period, Seller may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days.

5. 10b5-1 Plan . Counterparty represents, warrants and covenants to Seller that:

(a) Counterparty is entering into this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“ Rule 10b5-1 ”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty and Seller each acknowledges that it is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).

(b) Counterparty will not seek to control or influence Seller’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation, each Supplemental Confirmation and each Supplemental Terms Notice under Rule 10b5-1.

(c) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation, the relevant Supplemental Confirmation or the relevant Supplemental Terms Notice

must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

6. Counterparty Purchases . Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of Seller, which consent shall not be unreasonably delayed or withheld, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, the Share Termination Valuation Period or the Settlement Valuation Period; provided that Counterparty may, without the prior written consent of Seller, purchase Shares (i) from participants in the Counterparty’s equity compensation plans that occur or are deemed to occur in connection with the payment of any exercise price or in satisfaction of tax withholding obligations or otherwise in connection with the vesting and/or exercise of any equity awards, (ii) in privately negotiated, off-market transactions that do not constitute Rule 10b-18 purchases and do not exceed 5,000,000 shares in the aggregate and (iii) through Seller on any Exchange Business Day after the First Acceleration Date so long as the number of Shares purchased on such Exchange Business Day does not exceed the lesser of (x) 3% of the daily trading volume reported on the Exchange from the open of trading on the Exchange until 3:30 p.m. (New York time) and (y) 100,000 Shares.

7. Special Provisions for Merger Transactions . Notwithstanding anything to the contrary herein or in the Equity Definitions:

(a) Counterparty agrees that it:

(i) will not during the period commencing on the Trade Date through the end of the Relevant Period or, if applicable, the Share Termination Valuation Period or the Settlement Valuation Period for any Transaction make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares;

(ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Seller following any such announcement that such announcement has been made; and

(iii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Seller with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Seller or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Seller that such information is true and correct. In addition, Counterparty shall promptly notify Seller of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. Counterparty acknowledges that any such notice may cause the terms of any Transaction to be adjusted or such Transaction to be terminated; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 5 above.

(b) Upon the public announcement of any Merger Transaction, without prejudice to the provisions in Sections 12.2 or 12.3 of the Equity Definitions relating to the occurrence of a Merger Event or the announcement or occurrence of a Tender Offer or Section 8 below, Seller in its commercially reasonable discretion may (i) make adjustments to the terms of any Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or suspend the Calculation Period, any Share Termination Valuation Period and/or any Settlement Valuation Period as the Calculation Agent determines appropriate to

account for the economic effect on the Transaction of such announcement or (ii) treat the occurrence of such public announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally anticipated.

“ Merger Transaction ” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

8. Special Provisions for Acquisition Transaction Announcements . (a) Without prejudice to the provisions in Sections 12.2 and 12.3 of the Equity Definitions relating to the occurrence of a Merger Event or the announcement or occurrence of a Tender Offer or Section 7 above, (i) if an Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then (x) the Collared Number of Shares and Capped Number of Shares for such Transaction shall each be determined as if the Forward Price Adjustment Amount were equal to USD 0.00, (y) the Capped Number of Shares shall be determined without regard to the proviso in the definition thereof and (z) the Collared Number of Shares shall be determined as if the proviso in the definition thereof excluded the words “exceed the Cap Price nor” and (ii) if an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement.

(b) “ Acquisition Transaction Announcement ” means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, or (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction. For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

(c) “ Acquisition Transaction ” means (i) any Merger Event (for purposes of this definition, the definition of Merger Event shall be read with the references therein to “100%” being replaced by “50%” and references to “50%” being replaced by “15%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer (as modified in clause (i) of the proviso opposite the caption “Tender Offer” in Section 1 above) or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 15% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

Acknowledgments . (a) The parties hereto intend for:

(i) each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code;

(ii) the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code;

(iii) a party’s right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any

Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and

(iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code).

(b) Counterparty acknowledges that:

(i) during the term of any Transaction, Seller and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; provided that during the Hedge Period the Seller shall use good faith best efforts to make all purchases of Shares in a manner that would comply with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18 as if such rule were applicable to such purchases;

(ii) Seller and its affiliates may also be active in the market for the Shares other than in connection with hedging activities in relation to any Transaction;

(iii) Seller shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price;

(iv) any market activities of Seller and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and

(v) each Transaction is a derivatives transaction in which it has granted Seller an option; Seller may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction.

9. Amendments to Equity Definitions .

(i) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “an economic effect on the relevant Transaction”;

(ii) The first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: ‘(c) If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of a Share Option Transaction or Share Forward Transaction, then following the announcement or occurrence of any Potential Adjustment Event, the Calculation Agent will in its commercially reasonable good faith judgment determine whether such Potential Adjustment Event has an economic effect on the Transaction and, if so, will (i) make appropriate adjustment(s) to preserve the fair value of the Transaction, if any, to any one or more of:’ and clause (B) thereof is hereby amended by inserting, after ‘the Forward Price,’ ‘Cap Price, the Floor Price,’ and the portion of such sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative” and the words “( provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, stock loan rate or liquidity relative to the relevant Shares)”;

(iii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “economic effect on the relevant Transaction”;

(iv) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (A) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (B) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence; and

(v) Section 12.9(b)(v) of the Equity Definitions is hereby amended by (A) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (B)(1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C) and (3) replacing in the penultimate sentence the words “either party” with “the Hedging Party” and (4) deleting clause (X) in the final sentence.

10. Credit Support Documents . The parties hereto acknowledge that no Transaction hereunder is secured by any collateral that would otherwise secure the obligations of Counterparty herein or pursuant to the Agreement.

11. Delivery of Shares . Notwithstanding anything to the contrary herein, Seller may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “ Original Delivery Date ”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.

12. Share Termination Alternative . If either party would owe the other party any amount pursuant to Article 12 of the Equity Definitions or Section 6(d)(ii) of the Agreement (a “ Payment Obligation ”), Counterparty shall have the right, in its sole discretion, to satisfy or to require Seller to satisfy, as the case may be, any such Payment Obligation, in whole or in part, by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Seller, confirmed in writing within one Scheduled Trading Day, no later than 9:30 A.M. New York City time on the Early Termination Date or date on which the Transaction is terminated (“ Notice of Share Termination ”); provided that if Seller would owe Counterparty the Payment Obligation and Counterparty does not elect to require Seller to satisfy such Payment Obligation by the Share Termination Alternative in whole, Seller shall have the right, in its sole discretion, to elect to satisfy any portion of such Payment Obligation that Counterparty has not so elected by the Share Termination Alternative, notwithstanding Counterparty’s failure to elect or election to the contrary; and provided further that (A) Counterparty shall not have the right to so elect (but, for the avoidance of doubt, Seller shall have the right to so elect) in the event of (i) an Insolvency, a Nationalization, a Merger Event or a Tender Offer, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or (ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within Counterparty’s control and (B) Counterparty may only so elect if Counterparty represents and warrants to Seller in writing on the date it notifies Seller of its election that, as of such date, Counterparty is not aware of any material non-public information concerning Counterparty or the Shares and is so electing in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Early Termination Date or date on which the Transaction is terminated with respect to the Payment Obligation or such portion of the Payment Obligation for which the Share Termination Alternative has been elected (the “ Applicable Portion ”):

Share Termination Alternative:

Applicable and means, if delivery pursuant to the Share Termination Alternative is owed by Seller, that Seller shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Article 12 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable, or such later date as the Seller may reasonably determine (the “ Share Termination Payment Date ”), in satisfaction of the Payment Obligation or the Applicable Portion, as the case may be. If delivery pursuant to the Share Termination Alternative is owed by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement (as defined in Annex A) applied, the Cash Settlement Payment Date were the Early

Termination Date, the Forward Cash Settlement Amount were zero (0) minus the Payment Obligation (or the Applicable Portion, as the case may be) owed by Counterparty, and “Shares” as used in Annex A were replaced by “Share Termination Delivery Units.”

Share Termination Delivery

Property:

A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation (or the Applicable Portion, as the case may be) divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

Share Termination Unit Price:

Either (x) the value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property or (y) an appropriately weighted average of the values of such property over a valuation period reasonably selected by Seller following the relevant Early Termination Date or date on which the Transaction is terminated (the “ Share Termination Valuation Period ”), at Seller’s election, in each case such value or average of values to be determined by the Calculation Agent by commercially reasonable means and notified by the Calculation Agent to the parties prior to the Share Termination Payment Date.

Share Termination Delivery Unit:

In the case of a Termination Event, Event of Default, Delisting or Additional Disruption Event, one Share or, in the case of an Insolvency, Nationalization, Merger Event, Announcement Date or Tender Offer, one Share or a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.

Failure to Deliver:

Applicable

Other applicable provisions:

If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Counterparty is the issuer of the Shares or any portion of the Share Termination Delivery Units) and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”.

13. Calculations and Payment Date upon Early Termination . The parties acknowledge and agree that in calculating Loss pursuant to Section 6 of the Agreement Seller may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares or Share Termination Delivery Units in

accordance with Section 14, such Shares or Share Termination Delivery Units shall be delivered on a date selected by Seller as promptly as practicable.

14. Automatic Termination Provisions . Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price is specified in any Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the Affected Transaction will automatically occur without any notice or action by Seller or Counterparty if the closing price of the Shares on the Exchange for any two consecutive Exchange Business Days during the period from, but excluding, the Trade Date to, and including, the First Acceleration Date is below such Termination Price, and the second consecutive Exchange Business Day during such period on which the closing price of the Shares on the Exchange is below the Termination Price will be the “Early Termination Date” for purposes of the Agreement.

15. Delivery of Cash . For the avoidance of doubt, nothing in this Master Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity as in effect on the relevant Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Share Termination Delivery Units in respect of the settlement of such Transactions).

16. Claim in Bankruptcy . Seller acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy.

17.	Agreements regarding the Supplemental Terms Notice . With respect to each Transaction,

(i) Counterparty accepts and agrees to be bound by the contractual terms and conditions as set forth in the Supplemental Terms Notice for the Transaction. Upon receipt of the Supplemental Terms Notice, Counterparty shall promptly execute and return the Supplemental Terms Notice to Seller; provided that Counterparty’s failure to so execute and return the Supplemental Terms Notice shall not affect the binding nature of the Supplemental Terms Notice, and the terms set forth therein shall be binding on Counterparty to the same extent, and with the same force and effect, as if Counterparty had executed a written version of the Supplemental Terms Notice.

(ii) Counterparty and Seller agree and acknowledge that (A) the transactions contemplated by this Master Confirmation as supplemented by any Supplemental Confirmation will be entered into in reliance on the fact that this Master Confirmation as supplemented by the relevant Supplemental Confirmation and the Supplemental Terms Notice form a single agreement between Counterparty and Seller, and Seller would not otherwise enter into such transactions, (B) this Master Confirmation as supplemented by any Supplemental Confirmation and the relevant Supplemental Terms Notice, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “ General Obligations Law ”); (C) the Supplemental Terms Notice, regardless of whether the Supplemental Terms Notice is transmitted electronically or otherwise, constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (D) this Master Confirmation as supplemented by any Supplemental Confirmation constitutes a prior “written contract”, as set forth in Section 5-701(b)(1)(b) of the General Obligations Law, and, upon execution of any Supplemental Confirmation, each party shall be deemed to represent that it intends and agrees to be bound by this Master Confirmation as supplemented by such Supplemental Confirmation and the related Supplemental Terms Notice.

(iii) Counterparty and Seller further agree and acknowledge that this Master Confirmation, as supplemented by any Supplemental Confirmation and the related Supplemental Terms Notice, constitutes a contract “for the sale or purchase of a security”, as set forth in Section 8-113 of the Uniform Commercial Code of New York.

18. Governing Law . The Agreement, this Master Confirmation, each Supplemental Confirmation, each Supplemental Terms Notice and all matters arising in connection with the Agreement, this Master Confirmation, each Supplemental Confirmation and each Supplemental Terms Notice shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law). THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

19. Waiver of Trial by Jury . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CONFIRMATION, EACH SUPPLEMENTAL CONFIRMATION, EACH SUPPLEMENTAL TERMS NOTICE, THE AGREEMENT OR ANY TRANSACTION.

20. Offices .

(a) The Office of Seller for each Transaction is London.

(b) The Office of Counterparty for each Transaction is Findlay, Ohio U.S.A.

21. Method of Delivery . Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through DBSI. In addition, all notices, demands and communications of any kind relating to any Transaction between Deutsche and Counterparty shall be transmitted exclusively through DBSI.

22. Counterparts . This Master Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Seller) correctly sets forth the terms of the agreement between Seller and Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to David A. Sullivan at dave.sullivan@db.com.

Yours faithfully,


DEUTSCHE BANK AG, LONDON BRANCH

By:		/s/ Dushyant Chadha
Name: Dushyant Chadha
Title: Managing Director



By:		/s/ Andrew Yaeger
Name: Andrew Yaeger
Title: Managing Director


DEUTSCHE BANK SECURITIES INC., acting solely as Agent in connection with the Transaction

By:		/s/ David A. Sullivan
Name: David A. Sullivan
Title: Director



By:		/s/ Andrew Yaeger
Name: Andrew Yaeger
Title: Managing Director

Receipt Acknowledged:


MARATHON PETROLEUM CORPORATION

By:		/s/ Timothy T. Griffith
Name: Timothy T. Griffith
Title: Vice President of Finance and Treasurer

SCHEDULE A




		Deutsche Bank AG, London Branch
		Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000

		c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-2500

		Internal Reference: [ ]

SUPPLEMENTAL CONFIRMATION


To:		Marathon Petroleum Corporation Attention: Timothy T. Griffith, Vice President of Finance and Treasurer 539 South Main Street Findlay, Ohio 45840-3229

Subject:		Accelerated Stock Buyback

Date:		February 3, 2012

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Deutsche Bank AG, London Branch ( “Seller ” or “Deutsche ” ), with Deutsche Bank Securities Inc . acting as agent, and Marathon Petroleum Corporation (“ Counterparty ”) (together, the “ Contracting Parties ”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Seller and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of February 3, 2012 (the “ Master Confirmation ”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:


Trade Date:		February 3, 2012

Hedge Period Start Date:		February 3, 2012

Hedge Period End Date:		[***] ^th Scheduled Trading Day following the Trade Date

Forward Price Adjustment Amount:		USD $[***]

Scheduled Termination Date:		[***]th Scheduled Trading Day following the Hedge Completion Date.

First Acceleration Date:		[***]rd Scheduled Trading Day following the Hedge Completion Date.

A-1

***	Confidential treatment has been requested for the redacted portions of this exhibit, and such confidential portions have been omitted and filed separately with the Securities and Exchange Commission.


Prepayment Amount:		USD 850,000,000

Prepayment Date:		February 3, 2012

Initial Shares:		9,986,000 Shares

Initial Share Delivery Date:		February 3, 2012

Collared Percentage:		100%

Capped Percentage:		0%

Cap Price:		[***]% of the Hedge Price

Floor Price:		[***]% of the Hedge Price

Ordinary Dividend Amount:		USD 0.[***]

Scheduled Ex-Dividend Dates:		February [*], 2012; May [], 2012, August [**], 2012

Termination Price:		USD [***] per Share

Additional Relevant Days:		The five Exchange Business Days immediately following the Calculation Period.

3. Counterparty represents and warrants to Seller that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.

4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

5. Each party hereby acknowledges and repeats the representations, warranties and covenants made by such party in the Master Confirmation.

A-2

***	Confidential treatment has been requested for the redacted portions of this exhibit, and such confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Seller) correctly sets forth the terms of the agreement between Seller and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to David A. Sullivan by email at dave.sullivan@db.com.

Yours sincerely,


DEUTSCHE BANK AG, LONDON BRANCH

By:		/s/ Dushyant Chadha
Name: Dushyant Chadha
Title: Managing Director



By:		/s/ Andrew Yaeger
Name: Andrew Yaeger
Title: Managing Director

DEUTSCHE BANK SECURITIES INC.,

acting solely as Agent in connection with the Transaction



By:		/s/ David A. Sullivan
Name: David A. Sullivan
Title: Director



By:		/s/ Andrew Yaeger
Name: Andrew Yaeger
Title: Managing Director

Receipt Acknowledged:

MARATHON PETROLEUM CORPORATION



By:		/s/ Timothy T. Griffith
Name: Timothy T. Griffith
Title: Vice President of Finance and Treasurer

SCHEDULE B

SUPPLEMENTAL TERMS NOTICE


To:		Marathon Petroleum Corporation Attention: Timothy T. Griffith, Vice President of Finance and Treasurer 539 South Main Street Findlay, Ohio 45840-3229

Subject:		Accelerated Stock Buyback

Date:		[ ] 2012

The purpose of this Supplemental Terms Notice is to notify you of certain terms in the Transaction entered into between Deutsche Bank AG, London Branch (“ Seller ” or “ Deutsche ”), with Deutsche Bank Securities Inc . acting as agent, and Marathon Petroleum Corporation (“ Counterparty ”) (together, the “ Contracting Parties ”) on February 3, 2012.

This Supplemental Terms Notice supplements, forms part of, and is subject to the Supplemental Confirmation dated as of February 3, 2012 (the “ Supplemental Confirmation ”) between the Contracting Parties, as amended and supplemented from time to time. The Supplemental Confirmation is subject to the Master Confirmation dated as of February 3, 2012 (the “ Master Confirmation ”) between the Contracting Parties, as amended and supplemented from time to time.



Hedge Completion Date:		[ ]

Calculation Period Start Date:		[ ]

Hedge Price:		USD [ ]

Cap Price:		[ ]

Floor Price:		[ ]

Minimum Shares:		[ ]

Yours sincerely,


DEUTSCHE BANK AG, LONDON BRANCH

By:
Name: Dushyant Chadha
Title: Managing Director



By:
Name: Lars Kestner
Title: Managing Director

DEUTSCHE BANK SECURITIES INC.,

acting solely as Agent in connection with the Transaction



By:
Name: David A. Sullivan
Title: Director



By:
Name: Andrew Yaeger
Title: Managing Director

Receipt Acknowledged:

MARATHON PETROLEUM CORPORATION



By:
Name: Timothy T. Griffith
Title: Vice President of Finance and Treasurer

ANNEX A

COUNTERPARTY SETTLEMENT PROVISIONS

1. The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation:

Settlement Currency:

USD

Settlement Method Election:

Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and (ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to Seller in writing on the date it notifies Seller of its election that, as of such date, the Electing Party is not aware of any material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

Electing Party:

Counterparty

Settlement Method Election Date:

The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case the election under Section 7.1 of the Equity Definitions shall be made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be.

Default Settlement Method:

Cash Settlement

Forward Cash Settlement Amount:

The Number of Shares to be Delivered multiplied by the Settlement Price.

Settlement Price:

The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation.

Settlement Valuation Period:

A number of Scheduled Trading Days selected by Seller in its reasonable discretion, beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the Termination Date.

Cash Settlement:

If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.

Cash Settlement Payment Date:

The date one Settlement Cycle following the last day of the Settlement Valuation Period.

Net Share Settlement Procedures:

If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

2. Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “ Registered Settlement Shares ”), or a number of Shares not satisfying such conditions (the “ Unregistered Settlement Shares ”), in either case with a value equal to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof to Seller (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable illiquidity discount), in each case as determined by the Calculation Agent.

3. Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if:

(a) a registration statement covering public resale of the Registered Settlement Shares by Seller (the “ Registration Statement ”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “ Prospectus ”) shall have been delivered to Seller, in such quantities as Seller shall reasonably have requested, on or prior to the date of delivery;

(b) the form and content of the Registration Statement and the Prospectus (including, without limitation, any sections describing the plan of distribution) shall be satisfactory to Seller;

(c) as of or prior to the date of delivery, Seller and its agents shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities and the results of such investigation are satisfactory to Seller, in its discretion; and

(d) as of the date of delivery, an agreement (the “ Underwriting Agreement ”) shall have been entered into with Seller in connection with the public resale of the Registered Settlement Shares by Seller substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance satisfactory to Seller, which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Seller and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters.

4. If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above:

(a) all Unregistered Settlement Shares shall be delivered to Seller (or any affiliate of Seller designated by Seller) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof;

(b) as of or prior to the date of delivery, Seller and any potential purchaser of any such shares from Seller (or any affiliate of Seller designated by Seller) identified by Seller shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for

inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);

(c) as of the date of delivery, Counterparty shall enter into an agreement (a “ Private Placement Agreement ”) with Seller (or any affiliate of Seller designated by Seller) in connection with the private placement of such shares by Counterparty to Seller (or any such affiliate) and the private resale of such shares by Seller (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Seller, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Seller and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all fees and expenses of Seller (or an affiliate thereof) in connection with such resale, including all fees and expenses of counsel for Seller, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

(d) in connection with the private placement of such shares by Counterparty to Seller (or any such affiliate) and the private resale of such shares by Seller (or any such affiliate), Counterparty shall, if so requested by Seller, prepare, in cooperation with Seller, a private placement memorandum in form and substance reasonably satisfactory to Seller

5. Seller, itself or through an affiliate (the “ Selling Agent ”) or any underwriter(s), will sell all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “ Settlement Shares ”) delivered by Counterparty to Seller pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by Seller, is equal to the absolute value of the Forward Cash Settlement Amount (such date, the “ Final Resale Date ”). If the proceeds of any sale(s) made by Seller, the Selling Agent or any underwriter(s), net of any fees and commissions (including, without limitation, underwriting or placement fees) customary for similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, but without limitation to, the covering of any over-allotment or short position (syndicate or otherwise)) (the “ Net Proceeds ”) exceed the absolute value of the Forward Cash Settlement Amount, Seller will refund, in USD, such excess to Counterparty on the date that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, Seller shall return to Counterparty on that date such unsold Shares.

6. If the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of the Forward Cash Settlement Amount being the “ Shortfall ” and the date on which such determination is made, the “ Deficiency Determination Date ”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency Determination Date (the “ Makewhole Notice Date ”) deliver to Seller, through the Selling Agent, a notice of Counterparty’s election that Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the day that is one (1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to Seller additional Shares, then Counterparty shall deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “ Makewhole Shares ”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole Shares shall be sold by Seller in accordance with the provisions above; provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute value of the Forward Cash Settlement Amount then Counterparty shall, at its election, either make such cash payment or deliver to Seller further Makewhole Shares until such Shortfall has been reduced to zero.

7. Notwithstanding the foregoing, in no event shall the aggregate number of Settlement Shares and Makewhole Shares be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) under this Master Confirmation (the result of such calculation, the “ Capped Number ”). Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula:

A – B



		Where		A = the number of authorized but unissued shares of the Counterparty that are not reserved for future issuance on the date of the determination of the Capped Number; and

				B = the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised.

“ Reserved Shares ” means initially, 14,000,000 Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.




		Deutsche Bank Securities Inc.
		60 Wall Street
		New York, New York 10005

		Tel 212 250 2500

February 3, 2012

Dear Valued Client,

As you may know, FINRA and certain NYSE exchanges have adopted a substantially identical Rule 5320 (the “Rule”) to consolidate, update and simplify existing rules relating to customer priority, parity and precedence. We provide this letter to provide you with information regarding certain DBSI trading practices in relation to the Rule.

Subject to our best execution obligations and rules relating to customer priority, parity and precedence, your open orders may not receive priority over principal orders handled by DBSI, unless you instruct us in writing to the contrary. There are various instances in which your orders may be handled in this manner. For instance, where we have committed capital in connection with market making activities and we have taken on as principal the risk of such position, we may trade entirely or partially out of our risk at prices which could satisfy your orders. Or, we may engage in bona-fide hedging activities at prices that may satisfy your orders.

There may be other cases in which your orders may be handled in this manner. For instance, where we use trading algorithms to execute principal orders, the algorithm may execute these orders at prices which could satisfy your open orders, for reasons having nothing to do with whether the orders were principal orders or customer orders (e.g. time of order entry, specific algorithm strategy, order parameters such as urgency of execution, or any combination of these). Likewise, in instances in which you instruct us to use our discretion in executing your order (for example, your instruction to work the order over the course of the day or subject to other parameters), we may execute principal orders at prices that would satisfy your orders.

In the event that you object to the practices described in this letter, please email us at Rule.5320@db.com (with a period between “Rule” and “5320”) so that DBSI may act in accordance with such instruction. For the avoidance of doubt, if you so choose, you may instruct DBSI not to trade on a principal basis at prices that would satisfy your open orders being handled by the relevant trading unit. We may, however, take such an instruction into account when setting pricing terms for your transactions.

Finally, please note that DBSI has significant controls designed to prevent our trading units from obtaining knowledge of customer orders handled by other trading units. As such, subject to applicable rules, DBSI trading units other than the unit handling your order may trade on a principal basis at prices that would satisfy your order, even if you provide us with the instruction described in the preceding paragraph.

If you have any questions on the information in this letter, please do not hesitate to let us know. We seek to continue to earn your trust and business.

Exhibit 10.2

LOGO

Marathon Petroleum

Annual Cash Bonus Program

Effective January 1, 2012

Preamble

This program document explains the Annual Cash Bonus Program (the “Program”) of Marathon Petroleum (“MPC”).

The Program is a sub-plan of the 2012 Incentive Compensation Plan (the “Plan”), which is hereby incorporated by reference. All Awards under the Program are granted pursuant to Section 7 of the Plan. Capitalized terms not specifically defined herein have the meanings specified in the Plan. In the event of any conflict between the Program and the Plan, the terms of the Plan shall control. Although the Plan was not approved by shareholders until April 25, 2012, the Program document is intended to be effective retroactive to January 1, 2012. To the extent that there are inconsistencies in the terms and conditions between the 2012 and 2011 Incentive Compensation Plans, the 2011 Incentive Compensation Plan shall govern the Program from January 1, 2011, until shareholder approval of the 2012 Plan, without regard to any inconsistencies in section references within this document and the 2011 Incentive Compensation Plan. Any interpretation of inconsistencies shall be at the sole discretion of the MPC Compensation Committee or its delegate.

Program Objectives

The purpose of the Program is to motivate and reward Eligible Employees for achieving short-term (annual) business objectives that drive overall shareholder value while encouraging responsible risk taking and accountability.

Definitions

As used in the Program, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any referenced person or entity, any other person controlling, controlled by, or under common control with such person.

“Award” means an award of an Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Common Share, Restricted Stock, Restricted Stock Unit, or Cash granted to a Participant pursuant to the provisions of the Plan, any of which the Committee or its delegate may structure to qualify in whole or in part as a Performance Award.

“Board” means the Board of Directors of the Company.

“Change in Control” means a transaction of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Corporation is then subject to such reporting requirement; provided that, without limitation, such a change in control shall be deemed to have occurred if:

(i)

any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including the amount of the securities beneficially owned by such person, any such securities acquired directly from the Corporation or its affiliates) representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; provided, however, that for purposes of this Plan the term “Person” shall not include (A) the Corporation or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and provided, further, however, that for purposes of this paragraph (i), there shall be excluded any Person(s) who become(s) such a beneficial owner in connection with an Excluded Transaction (as defined in paragraph (iii) below); or

(ii)

the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)

there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation; or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets; or

(iv)

A “Change in Control” shall not be deemed to occur if the Company undergoes a bankruptcy, liquidation, or reorganization under the United States Bankruptcy Code.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issues thereunder.

“Committee” means the Committee delegated by the Board with the authority to administer the Plan. To the extent the Committee has delegated authority to any person(s) pursuant to Section 6 of the Plan, a reference to the Committee herein shall also include such person(s).

“Company” means Marathon Petroleum Company LP, a partnership, or Speedway LLC, a Limited Liability Company, Catlettsburg Refining LLC, a Limited Liability Company, Marathon Pipe Line LLC a Limited Liability Company and Marathon Petroleum Service Company a Delaware Corporation, as applicable.

“Disability” means, unless otherwise provided in an Award Agreement, any termination of a Participant’s employment under such circumstances that the Committee determines to qualify as a Disability for purposes of the Plan; provided, that, in the case of any Participant who, as of the date of determination, is party to an effective services, severance, employment or similar agreement with the Company or any Affiliate, “Disability” shall have the meaning, if any, specified in such agreement.

“Eligible Employees” means regular full-time and regular part-time Company employees on salary grades 1-18 (including officers), Speedway LLC employees on salary grades 15-18 (including officers), Other Company employees selected by the Committee and select employees of an approved Affiliate as approved by the Committee.

“Eligible Wages” for Participant’s (1) in pay grades 1-14, (2) in pay grades 15-18 (and officers) and not employed on the last day of a Performance Period, or (3) in pay grades 15-18 (and officers) who are hired during the fourth quarter of a Performance Period include base wages and overtime paid in the Performance Period. Eligible Wages excludes non-cash compensation, paid items such as allowances, premiums and any bonus or recognition payments made.

(i)

Wages paid as a college intern, college co-op, student learner, special helper or any other job employing students on a time certain basis are not included in eligible earnings, except if pay is earned in the same Performance Period [as a college intern and/or college co-op only] where the employee starts regular full-time employment.

“Eligible Wages” for employees in pay grades 15-18 (and officers) who are (1) employed on the last day of a Performance Period, and (2) who were hired before the fourth quarter of a Performance Period shall mean the Participant’s annualized base salary.

However, in the event of a Change in Control, Eligible Wages shall be the annualized base salary in effect on the date of Change in Control for all employees.

“Performance Period” means any fiscal year or such other measurement period determined by the Committee or its delegate in their sole discretion.

“Option” means an Incentive Stock Option and/or a Nonqualified Stock Option granted pursuant to the Plan.

“Plan” means the Marathon Petroleum Corporation 2011 Incentive Compensation Plan for the period of January 1, 2012 to April 24, 2012 and the Marathon Petroleum Corporation 2012 Incentive Compensation Plan after April 25, 2012.

(i)

“Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively, or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary or Affiliate, either individually, alternatively or in any combination, and measured either quarterly, annually, or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee or its delegate: (i) revenue, (ii) income measures (which include revenue, gross margin, income from operations, net income, net sales, earnings per share, earnings before interest, depreciation, taxes, and amortization (“EBIDTA”), earnings before interest, taxes and amortization (“EBITA”) and earnings before interest and taxes (“EBIT), and economic value added, (iii) expense measures (which include costs of goods sold, selling, finding and development costs, general and administrative expenses, and overhead costs), (iv) operating measures (which include refinery throughput, mechanical availability, productivity, operating income, funds from operations, product quality, cash from operations, after-tax operating income, market share, margin, and sales volumes), (v) margins (which include crack-spread measures), (vi) refined product measures, (vii) cash management and cash flow measures (which include net cash flow from operating activities, working capital, receivables management and related customer terms), (vii) liquidity measures (which include earnings before or after the effect of certain items such as interest, taxes, depreciation and amortization, improvement in or attainment of working capital levels, and free cash flow (viii) leverage measures (which include debt-to-equity ratio, debt reduction and net debt), (ix) market measures (which include market share, stock price, growth measure, total shareholders return, share price performance, return on equity, return on invested capital and return on assets, and market capitalization measures), (x) return measures (which include return on equity, return on assets, and return on invested capital), (xi) corporate value and sustainability measures (which include compliance, safety, environmental, and personnel matters), (xii) project completion measures (which may include measures regarding whether interim milestones regarding budgets and deadlines are met, as well as whether projects are completed on time and on or under budget), and (xii) other measures such as those relating to acquisitions, dispositions, or customer satisfaction.

Participants and Target Award

Prior to March 30th of the Performance Period, or at such later time as may be permitted by applicable provisions of the Code, the Committee shall establish (1) the eligible employees who will be Participants in the Program, (2) each Participant’s threshold, target, and maximum Award for such Performance Period or the formula for determining each Participant’s Award and (3) the applicable performance objective or objectives for such Performance Period.

Threshold funding level is one-half (.5X) of target and the maximum that can be paid to any employee under this Program is two-times (2X) their target amount. Percentages may be rounded. No metric will fund when results are below threshold performance.


Participant Classification	Threshold %		Target %		Maximum %
Officer Employees (Grades 88 and 89)		Per the Committee		Per the Committee		Per the Committee
Grade 18		25		50		100
Grade 17		20		40		80
Grade 16		18		35		70
Grade 15		15		30		60
Grade 14		13		25		50
Grade 13		10		20		40
Grade 12		8		15		30
Grade 11		6		12		24
Grade 10		6		12		24
Grade 9		5		10		20
Grade 8		5		10		20
Grade 7		4		7		14
Grade 6		4		7		14
Grade 5		4		7		14
Grade 4		4		7		14
Grade 3		4		7		14
Grade 2		4		7		14
Grade 1		4		7		14

Performance Metrics

The Committee, or its delegate, will establish metrics in accordance with the Program, with threshold, target and maximum performance criteria, at least annually. Once approved, these performance criteria are incorporated into this Program document by reference.

When any final performance metric result falls between threshold and target or between target and maximum performance levels, linear interpolation will be used to solve for funding based on actual achievement. For example, if the final result of a metric is halfway between threshold and target performance levels, the funding for that metric would be halfway between the corresponding payout percents.

Determination of Awards

Final calculated incentive payments are rounded up to the nearest $50 for non-officer employees and to the nearest $1000 for officer employees. All calculations are completed in US dollars and converted (if necessary) using the MPC foreign exchange rates at the end of the Performance Period. Any non-USD Awards are converted back to local currency after the incentive payment has been rounded.

Bonus Pool(s)

The Program for a Performance Period may consist of one or more umbrella performance pools. The Committee shall approve the structure of each such pool (if any) and designate the Participants in the pool, the total amount of the pool, and such Participant’s allocable percentage share of such pool prior to March 30 of the Performance Period (or such later time as may be permitted by applicable provisions of the Code). To the extent a pool includes “Covered Employees” within the meaning of Section 162(m) of the Code, the pool shall be operated in compliance with the requirements of Section 162(m), which require that (1) each Participant’s percentage share of the pool must be established no later than 90 days after the commencement of the applicable Performance Period, and (2) the exercise of negative discretion with respect to one Participant in the pool may not result in an increase in the amount payable to any Covered Employee who is a Participant in such pool. Moreover, if the amount payable to each Participant in a pool that includes one or more Covered Employees is stated in terms of a percentage of the pool, the sum of the individual percentages of the pool may not exceed 100 percent.

The Bonus Pool performance goals, to the extent it covers or potentially covers Covered Employees, will be based solely on Qualifying Performance Criteria. Satisfaction of these Criteria will enable a Participant to earn 100% of his or her target bonus (or whatever applicable percentage is indicated in the Program’s metrics established for the Performance Period). The Committee may then take into account other criteria (whether or not Qualifying Performance Criteria) and use negative discretion to decrease a Participant’s Incentive Bonus, but it may not use other criteria or positive discretion to increase the Incentive Bonus for any Covered Employee.

The same objective goals can be used both to set the amount of the Bonus Pool and to function as the Qualifying Performance Criteria to determine if an Incentive Bonus (and the amount of the bonus) was earned. The Committee shall establish a minimum threshold for the Qualifying Performance Criteria, below which no Incentive Bonus will be earned. The Committee shall also establish maximum limits on the Incentive Bonus payable at various levels above this threshold that the Qualifying Performance Criteria are satisfied, and the relationship between the various levels of Qualifying Performance Criteria achieved and the amount of Incentive Bonus thereby earned.

Without regard to anything contained within this Program, the Committee reserves the right to award a payout to any Covered Employee up to the full value of their funding pool allocation without regard to the performance achieved under this operational plan.

Individual Funding Vs. Payout

The operation of this Program funds individual payments based on pre-established metrics and subjective metrics as approved by the Committee. The final payout to each Participant is determined based on the assessment of their manager and/or functional VP considering the Participants relative performance to other employees. However, no Participant can be awarded more than their maximum payout specified on page 5 with approval of the Committee or its delegate.

Pro-Rata Calculations, Promotions and Transfers

Newly hired Eligible Employees in pay grades 1-14, who become eligible for the Program during the Performance Period, will have their funding based on their Eligible Wages earned for the time in which they participate in the Program.

Newly hired Eligible Employees in pay grades 15-18 and officers who become eligible for the Program during the first nine months of the Performance Period will have their funding based on their annualized base salary on the last day of the program year.

Newly hired Eligible Employees in pay grades 15-18 and officers who become eligible for the Program during the last fourth quarter of the Performance Period will have their funding based on their actual Eligible Wages paid during the program year.

Notwithstanding the foregoing, in the case of a newly hired Participant, the Committee may provide for a guaranteed bonus, or a bonus that would exceed the bonus that would otherwise be payable in the Program unless the Participant is a “Covered Employee” (within the meaning of Section 162(m) of the Code), in which case no guarantees or excess payments would apply.

Newly eligible (other than newly hired) employees in pay grades 1-14, who become eligible for the Program during the Performance Period, will have their funding based on their actual wages earned for the entire time in which they worked for the Company during the Performance Period.

Newly eligible (other than newly hired) employees in pay grades 15-18 and officers, who become eligible for the Program during the Performance Period, will have their funding based on their annualized base salary at the end of the year in which they worked for the Company during the Performance Period.

Any Participant who transfers to Speedway LLC, or another Affiliate; and is no longer eligible for the Program, will have their funding under the Program based on eligible earnings while covered by the program (if they are in pay grades 1-14) or have their funding based on a prorated annualized salary based on the number of full months employed (if they are in pay grades 15-18, or an officer at the time of transfer).

Any Participant who transfers from Speedway LLC, or another Affiliate, to an eligible Marathon Petroleum position will have their funding under the Program based on eligible earnings while covered by the Program (if they are in pay grades 1-14) or have their

funding based on a prorated annualized salary based on the number of full months employed (if they are in pay grades 15-18, or an officer at the time of transfer).

Participants who change from one eligible position to another during the Performance Period may experience a change in Program Target Awards, individual objectives, or the formula for determining each Participant’s Award. In this situation, funding shall be based on the associated target level and business unit for the position held by the Participant on the last day of the Performance Period provided the position held is not temporary.

If a Participant transfers to a position that is not eligible under the Program during the Performance Period, such Participant will be ineligible for any payout for such Performance Period.

Exclusions and Adjustments

To the extent consistent with Section 162(m) of the Code, the Committee or its delegate may (A) adjust the actual performance or performance goals (either up or down) and the level of the Performance Award that a Participant may earn under this program if it determines that the occurrence of external changes or other unanticipated business conditions have materially affected the fairness of the goals and / or have unduly influenced the Corporation’s ability to meet them; including, without limitation, events such as material acquisitions, asset write-downs, litigation, claims, judgments or settlements, force majeure events, unlawful acts committed against the Company or its property, labor disputes, legal mandates accruals for reorganization and restructuring programs and changes in the capital structure of the Company or other events not contemplated at the time the goals are set; provided, however, that Performance Awards granted to Executive Officers shall be adjusted only to the extent permitted under Code § 162(m). In addition, Performance Goals and Performance Awards shall be calculated without regard to any changes in accounting standards or codifications that may be required by the Financial Accounting Standards Board or other standards board or the effect of changes in tax law or other such laws or provisions affecting reported results after such Performance Goals are established, and (B) may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law or other such laws or provisions affecting reported results, (iv) the adverse effect of work stoppages or slowdowns, (v) accruals for reorganization and restructuring programs and (vi) accruals of any amounts for payment under this Plan or any other compensation arrangement maintained by the Company.

Certification by Committee

Unless otherwise determined by the Committee, no payments shall be made hereunder in respect of any Performance Period unless the Committee shall certify in writing following the end of the Performance Period that the performance objectives applicable to the Performance Period have been satisfied. In all events, no payments hereunder shall be made to any “Covered Employee” (within the meaning of Section 162(m) of the

Code) until after satisfaction of the performance criteria has been certified by the Committee.

Termination of Employment:

Unless otherwise determined by the Committee and except as may otherwise be provided in a Participant’s written agreement with the Company or an Affiliate, if a Participant’s employment terminates for any reason prior to July 1 of a Performance Period (or for a voluntary resignation at any time prior to payment date), such Participant shall forfeit all rights to any Award under the Program, unless the Participant’s employment terminates as a result of Death, Severance, or Disability. In such cases, Payment will be at the Committee’s discretion, but any such Award payment will (i) only be made after the end of the Performance Period (and as close as practicable to the same time as all other Award payments for such Performance Period), and (ii) only be paid to the extent that the performance criteria were achieved.

A Participant who retires on or after July 1 of a Performance Period is eligible for a prorated payment, based on their Eligible Wages paid, at the discretion of the Committee. A Participant is considered to have Retired if the Participant has, at the time of termination they:

are in good standing at the time of their retirement;

have reached the age 50 or more with 10 years of service; or

reached the age of 65.

Severance

Severance includes employees who would have otherwise been eligible for the Marathon Petroleum Termination Allowance Plan but accepted an offer of employment with:

the “buyer” of company assets; or

the “new operator” of a jointly owned facility; or

a company that has been contracted to perform services being outsourced will remain eligible for consideration of a bonus provided the termination date is after June 30th.

Death of Participant

Upon the death of a Participant during a Performance Period, a payment will be made to the Participant’s Beneficiary (as close as praticable to the time all other Award payments for such Performance Period are made) based on the full-year performance criteria results achieved.

Upon the death of a Participant after a Performance Period, but before payment for that Year has been made, the full benefit otherwise deemed payable under the Program will be made to the Participant’s Beneficiary (as close as praticable to the time all other Award payments for such Performance Period are made).

Beneficiary

Payment for the benefit of a deceased Participant will be made, if surviving, according to the survivor class order:

The beneficiary, only if specifically designated by the employee, for Company-provided basic coverage in the Marathon Petroleum Life Insurance Plan;

Spouse;

Children (either natural born or adopted through a final adoption order issued by a court of competent jurisdiction prior to the date of the member’s death) but specifically excluding step-children;

Parents;

Brothers and sisters; or

Executors or administrators of the insured’s estate.

Maximum Amount Payable

The maximum Award payable hereunder to any Participant with respect to any Performance Period shall in no event exceed $6 million in a performance period.

Payment of Awards

Following the Performance Period, each Participant’s Award for the Performance Period will be determined in accordance with the terms of the Program and the Participant shall be eligible to receive payment of the Award.

The Committee shall determine whether payment of the Award will be in cash, Common Shares, the right to receive Common Shares, options or other Awards provided for under the Plan; and whether any such payments will be subject to restrictions on transfer, vesting, forfeiture or deferral requirements. Equity or equity-based Awards shall be granted under the terms and conditions of the Plan.

Change in Control

Unless otherwise determined by the Committee prior to a Change in Control, and except as otherwise may be provided in a Participant’s written agreement with the Company or Affiliate upon a Change in Control, this Program will automatically terminate and all Participants will be vested and entitled to a prorated lump sum payment equal to 100% of the Participant’s Individual Target Payout (using the annualized salary in effect on the date of Change in Control for all employees) multiplied by the number of months of the Performance Period, ending with the date the Change in Control Occurred, divided by 12. This payment will be made as soon as administratively practicable following the Change in Control, but in no event later than 45 days from the Change in Control.

No Right to Awards

Except under a Change in Control, no Participant or other person shall have any claim or right to be granted an Award under this Program. Neither the establishment of this Program, nor any action taken hereunder, shall be construed as giving any Participant any right to be retained in the employ of the Company, or participate hereunder in the current or succeeding Performance Periods. Nothing contained in this Program shall limit the ability of the Company to make payments or Awards to Participants under any other Program, agreement or arrangement; provided, however, that no payment under any other Program, agreement, or arrangement will be made because of a failure of a Participant to earn an Award hereunder, and no such payment outside of this Program will be in the nature of or in any way related to make-whole payments for what would have been earned hereunder if the performance goals had been met.

Non-Transferability

The rights and benefits of a Participant hereunder are personal to the Participant and, except for any payments that may be made following a Participant’s death, shall not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer, encumbrance, attachment, garnishment or other disposition.

No Impact on Benefits

Except as may be required by law or otherwise be specifically stated under any employee benefit plan, policy, or program, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy, or program; nor shall any Award be treated as compensation for purposes of termination indemnities or other similar rights, except as may be required by law.

No Constraint on Corporate Actions

Nothing in this Program shall be construed (1) to limit, impair, or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets, or (2) to limit the right or power of the Company or any of its Affiliates to take any action which such entity deems to be necessary or appropriate.

Program Administration

The Program shall be administered by the Committee, which shall have full authority to:

(ii)

interpret the Program,

(iii)

establish, interpret, amend or revoke rules and regulations relating to the operation of the Program,

(iv)

interpret the Program, to correct any defect, supply any omission or reconcile any inconsistency in the Program,

(v)

adopt such rules for the administration, interpretation and application of the Program, and

(vi)

make all determination and take all other actions necessary or appropriate for the proper administration of the Program.

The Committee has complete, unilateral discretion with respect to all aspects of the operation, administration, design, features, benefits and Awards under the Program and can change, terminate, or modify Awards, or otherwise change any aspect of the Plan in its discretion prospectively or retroactively, regardless of anything stated in this document. Notwithstanding the above, with respect to a Covered Employee, the Committee cannot (1) grant or change an Award, or the Qualified Performance Criteria thereunder, after the deadline under Code Section 162(m) for setting such Award (generally March 30th of a Performance Period for annual Awards), (2) deem its performance goals satisfied when they have not been met, or (3) use its discretion to increase the amount otherwise payable under any Award.

The Committee may delegate any or all of their authorities hereunder, provided that the Committee shall, in no event, delegate its authority with respect to the compensation of any Participant whose compensation the Board or Committee reasonably believes may become subject to Section 162(m) of the Code. No member of the Committee shall be eligible to participate in the Program.

Taxes

For U.S. Participants, any Award received under the Program is taxable as supplemental income in the year of payment and is subject to all applicable employment withholding taxes in the year paid. For Participants outside the United States, local country tax regulations will apply.

Deductions

There shall be deducted from all Individual Payouts any taxes required to be withheld by national, Federal, state provincial or local governments and paid over to such government for the accounts of such Participants.

The Company may deduct from an Individual Payout, at its sole discretion, any and all amounts determined by Company management to be owed to the Company by the Participant.

Affiliate Requirements

Prior to the selection of employees of an affiliated company to participate in the Program, the Committee may require the Affiliate to consent to the participation of such employee or employees in the Program and to the charging of such Affiliate with the amount of any Individual Payout which may be made to such employee or employees.

Recoupment / Clawback

Officers are subject to recoupment provisions in the Program, in the case of certain forfeiture events. If the Company is required, pursuant to a determination made by the SEC or the Audit Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Company with any financial reporting requirement under applicable securities laws as a result of misconduct, the Audit Committee of the Board may determine that a forfeiture event has occurred based on an assessment of whether an officer knowingly engaged in misconduct, was grossly negligent with respect to misconduct, knowingly failed or was grossly negligent in failing to prevent misconduct or engaged in fraud, embezzlement, or other similar misconduct materially detrimental to the Company.

Upon the Audit Committee’s determination that forfeiture event has occurred, the Company has the right to request and receive reimbursement of any portion of the officer’s bonus from the Program that would not have been earned had the forfeiture event not have taken place.

These recoupment provisions are in addition to the requirements in Section 304 of the Sarbanes-Oxley Act of 2002 which provide that the CEO and CFO shall reimburse the Company for any bonus or other incentive-based or equity-based compensation as well as any related profits received in the 12-month period prior to the filing of an accounting restatement due to non-compliance with financial reporting requirements as a result of company misconduct.

Other Provisions

In all events, whether any cash Award is paid to a Participant will depend on the decision of the Committee (or its delegate, as appropriate). All Awards are subject to the sole discretion of the Committee or its delegate, and nothing in this document or any other document describing or referring to the Program shall confer any right whatsoever on any person to be considered for any incentive commitments or Awards.

This document does not purport to be complete and is subject to and governed by actions, rules and regulations of the Committee (or its delegate, as appropriate).

The Program may be changed or discontinued at any time without notice or liability at the sole discretion of the Committee.

Awards shall be subject to and governed by the specific terms and conditions of the Program and the applicable Award.

Nothing contained herein shall require the Company to segregate any monies from its general fund or to create any trusts, or to make any special deposits for amounts payable to any Participant.

The Program is intended to be operated in accordance with the requirements of Section 162(m) of the Code where applicable, and shall be interpreted consistent with that intent.

No member of the Committee, or employee of the Company, shall be liable for any act done, or determination made in good faith, with respect to the administration of this Program. The Company indemnifies and holds harmless to the fullest extend allowed by law such persons individually and collectively, from and against any and all losses resulting from liability to which the Committee, or the members of the Committee, or employee of the Company may be subjected by reason of any act or conduct (except willful misconduct, fraud or gross negligence) in their official capacities in the administration of the Program, including all expenses reasonably incurred in their defense, in case the Company fails to provide such defense.

Any provision of the Program prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions.

The terms of this Program document supersede any written or verbal agreements, representations, proposals, or plans with respect to the subject matter hereof; provided, however that the forgoing shall not act to supersede an existing written agreement between a Participant and the Company that has been approved by the Committee.

IN WITNESS WHEREOF, Marathon Petroleum Corporation has caused its name to the hereunto subscribed by its Senior Vice President, Human Resources and Administrative Services and its corporate seal to be affixed.


MARATHON PETROLEUM CORPORATION

		/s/ Rodney P. Nichols
By:		Rodney P. Nichols
Its:		Senior Vice President, Human Resources and Administrative Services

Exhibit 10.3

MARATHON PETROLEUM CORPORATION

PERFORMANCE UNIT AWARD AGREEMENT

2012-2014 PERFORMANCE CYCLE

Pursuant to this Award Agreement and the Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on July 1, 2011, [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR Percentile Ranking for the Performance Cycle. The Performance Units are subject to the following terms and conditions:

1. Relationship to the Plan.

This grant of Performance Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as defined herein (including in Paragraph 14 of this Award Agreement), capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Participant also include the heirs or other legal representatives of the Participant.

2. Determination of Payout Percentage. As soon as practical following the close of the Performance Cycle, the Committee shall determine the TSR Performance Percentile. The final Payout Percentage will be the simple average of the Payout Percentage of the four performance periods, which are defined as:

(i)

January 1, 2012 through December 31, 2012

(ii)

January 1, 2013 through December 31, 2013

(iii)

January 1, 2014 through December 31, 2014

(iv)

January 1, 2012 through December 31, 2014

The Committee shall determine the Payout Percentage for each performance period as follows:

(a) If the TSR Performance Percentile is below the 25 ^th percentile, the Payout Percentage for that period shall be zero.

(b) If the TSR Performance Percentile is at or above the 25 ^th percentile, the Payout Percentage shall be equal to the TSR Performance Percentile multiplied by 2.

(c) Notwithstanding anything herein to the contrary, if the TSR calculated for the Performance Period is negative, then the Payout Percentage for that performance period shall not exceed 100% regardless of the TSR Performance Percentile for the performance period.

(d) Notwithstanding anything herein to the contrary, the Committee has sole and absolute authority and discretion to reduce the Payout Percentage as it may deem appropriate.

3. Vesting of Performance Units. Unless the Participant’s right to the Performance Units is previously forfeited or vested in accordance with Paragraphs 4, 5, 6, or 7, following the Committee’s determinations pursuant to Paragraph 2, the Participant shall vest in and be entitled to receive a payment equal to the Payout Value. The Payout Value shall be distributed 75% in cash and 25% in common stock. The number of shares of common stock distributed shall be calculated by dividing 25% of the Payout Value by the closing price as defined in the Plan, rounding the shares down to the nearest whole share. The remainder shall be paid in cash. The payment shall be made as soon as administratively practical following the Committee’s determination under Paragraph 2 and, in any event, on or before March 15 ^th following the end of the Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 3 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full.

4. Termination of Employment. If Participant’s Employment is terminated prior to the close of the Performance Cycle for any reason other than death or Retirement, the Participant’s right to the Performance Units shall be forfeited in its entirety as of such termination, and the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be terminated.

5. Termination of Employment due to Death. If Participant’s Employment is terminated by reason of death prior to the close of the Performance Cycle, the Participant’s right to receive the Performance Units shall vest in full as of the date of death and the Payout Percentage shall be 100%. The payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 3 on the first day of the third month following the death of the Participant. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

6. Termination of Employment due to Retirement. In the event of the Retirement of the Participant after 50% of the Performance Cycle has elapsed, the Participant’s Performance Units shall be considered vested on a pro-rata basis and paid-out based on the performance for that period following the close of the Performance Cycle as described below. Subject to the negative discretion of the Committee, the Participant will be entitled to receive a payment equal to the product of (i) the pro-rata vesting percentage equal to the days of Participant’s Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment shall be made as soon as administratively practical following the Committee’s determination under Paragraph 2 and, in any event, during the calendar year following the close of the Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the

Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Corporation under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6.

7. Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the Performance Cycle, the Participant’s right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 4, shall vest in full and the Payout Percentage shall be 100%. A payment equal to the vested value of the Performance Units shall be made in accordance with Paragraph 3 on the first day of the third month following the Change in Control. Such vesting shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

8. Repayment or Forfeiture Resulting from Forfeiture Event.

(a) If there is a Forfeiture Event either while the Participant is employed or within three years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, cause some or all of the Participant’s outstanding Performance Units to be forfeited by the Participant.

(b) If there is a Forfeiture Event either while the Participant is employed or within three years after termination of the Participant’s Employment and a payment has previously been made in settlement of Performance Units granted under this Award Agreement, the Committee may, but is not obligated to, require that the Participant pay to the Corporation an amount in cash (the “Forfeiture Amount”) up to (but not in excess of) the amount paid in settlement of the Performance Units.

(c) This Paragraph 8 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. This Paragraph 8 shall not apply to the Participant following the effective time of a Change in Control.

(d) Notwithstanding the any other provision of this Agreement to the contrary, the Participant agrees that the Corporation may also require that the participant repay to the Corporation any compensation paid to the Participant under this Agreement, as is required by the provisions of the Dodd-Frank Act and the regulations thereunder or any other “clawback” provisions as required by law or by the applicable listing standards of the exchange on which the Corporation’s common stock is listed for trading.

9. Taxes . Pursuant to Section 11 of the Plan, the Corporation or its designated representative shall have the right to withhold applicable taxes from the cash otherwise payable to the Participant, or from other compensation payable to the Participant, at the time of the vesting and delivery of such cash payment.

10. No Shareholder Rights. The Participant shall in no way be entitled to any of the rights of a shareholder as a result of this Award Agreement.

11. Nonassignability. Upon the Participant’s death, the Performance Units may be

transferred by will or by the laws governing the descent and distribution of the Participant’s estate. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Performance Units, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Performance Units shall have no effect.

12. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Corporation or any Affiliate thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

13. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant hereunder.

14. Officer Holding Requirement. Participant agrees that any shares received by the Participant in settlement of this Award shall be subject an additional holding period of one year from the date on which the award is settled, during which holding period such shares (net of shares used to satisfy the applicable tax withholding requirements) may not be sold or transferred by the Participant. This holding requirement shall cease to apply upon the death of the Participant during the holding period.

15. Definitions. For purposes of this Award Agreement:

“Performance Cycle” means the period from January 1, 2012 to December 31, 2014.

“Beginning Stock Price” means the closing price of common stock for the 20 trading days immediately prior to the commencement of the Performance Cycle, historically adjusted, if necessary, for any stock split, stock dividend, recapitalizations, or similar corporate events that occur during the measurement period.

“Change in Control,” unless otherwise defined by the Committee, means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Corporation is then subject to such reporting requirement; provided, that, without limitation, such a change in control shall be deemed to have occurred if:

pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and provided, further, however, that for purposes of this paragraph (i), there shall be excluded any Person who becomes such a beneficial owner in connection with an Excluded Transaction (as defined in paragraph (iii) below);

(ii) the following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals who, on the date hereof, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest including but not limited to a consent solicitation, relating to the election of Directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or

(iii) there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the holders of the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation, or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets.

Notwithstanding any other provision to the contrary, in no event shall the transfer of ownership interests in the Corporation in and of itself constitute a Change in Control under this Award Agreement.

“Employment” means employment with the Corporation or any of its Subsidiaries. For purposes of this Award Agreement, Employment shall also include any period of time during which the Participant is on Disability status.

“End Stock Price” means the average of the daily closing price of common stock for the 20 trading days prior to the end of the Performance Cycle.

“ Forfeiture Event ” means the occurrence of at least one of the following (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Participant engaged in fraud, embezzlement or other similar misconduct materially detrimental to the

Corporation.

“Payout Percentage” means the percentage (between 0% and 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 2, which shall be used to determine the value of each Performance Unit.

“Payout Value” means the product of the Payout Percentage and the number of Performance Units.

“Peer Group” means the group of companies that are pre-established by the Committee which principally represent a group of integrated and downstream oil peers, or such other group of companies as selected and pre-established by the Committee.

“Retirement” means (i) for an Employee participating in the Retirement Plans, termination on or after the time at which the Employee is eligible for retirement under the Retirement Plans, or (ii) for an Employee not participating in the Retirement Plans, (a) for an Employee with ten or more years of Employment, termination on or after the Employee’s 50th birthday or (b) termination on or after the Employee’s 65th birthday.

“Retirement Plans” means the Retirement Plan of Marathon Petroleum Company, the Marathon Petroleum Retirement Plan, or a successor plan to either of such plans, or any other such plans sponsored by the Corporation of any of its subsidiaries, as applicable.

“Total Shareholder Return” or “TSR” means the number derived using the following formula:

(End Stock Price – Beginning Stock Price) + Cumulative Dividends

Beginning Stock Price.

“TSR Performance Percentile” means the relative ranking of the Corporation’s Total Shareholder Return for the Performance Cycle as compared to the Total Shareholder Return of the Peer Group companies during the Performance Cycle.


Marathon Petroleum Corporation

By
		Authorized Officer

Exhibit 10.4

MARATHON PETROLEUM CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

[GRANT DATE]

Officer

Pursuant to this Award Agreement and the Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), [NUMBER] restricted shares of Common Stock (“Restricted Shares”). The number of Restricted Shares awarded is subject to adjustment as provided in Section 14 of the Plan, and the Restricted Shares are subject to the following terms and conditions:

1. Relationship to the Plan.

This grant of Restricted Shares is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations, if any, that have been adopted by the Committee. Except as defined in this Award Agreement (including in Paragraph 10 hereof), capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2. Vesting and Forfeiture of Restricted Shares.

(a) The Restricted Units shall vest in three cumulative annual installments, as follows:

(i) one-third of the Restricted Units shall vest on the first anniversary of the Grant Date;

(ii) an additional one-third of the Restricted Units shall vest on the second anniversary of the Grant Date; and

(iii) all remaining Restricted Units shall vest on the third anniversary of the Grant Date;

provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than death or Mandatory Retirement, any Restricted Shares that have not vested as of the date of such termination of Employment shall be forfeited to the Corporation.

(b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) above, upon:

(i) termination of the Participant’s Employment due to death;

(ii) termination of the Participant’s Employment due to Mandatory Retirement; or

(iii) a Change in Control of the Corporation, provided that as of such Change in Control the Participant has been in continuous Employment since the Grant Date.

3. Issuance of Shares. Effective as of the Grant Date, the Committee or its designated representative shall cause a number of shares of Common Stock equal to the number of Restricted Shares to be issued and registered in the Participant’s name, subject to the conditions and restrictions set forth in this Award Agreement and the Plan. Such issuance and registration shall be evidenced by an entry on the registry books of the Corporation. Any book entries evidencing the Restricted Shares shall carry or be endorsed with a legend referring to the conditions and restrictions set forth in this Award Agreement and the Plan. The Participant shall not be entitled to release of the restrictions on the book entry evidencing such Restricted Shares for any portion of the Restricted Shares unless and until the related Restricted Shares have vested pursuant to Paragraph 2. In the event the Restricted Shares are forfeited in full or in part, the Participant hereby consents to the relinquishment of the forfeited Restricted Shares theretofore issued and registered in the Participant’s name to the Corporation at that time.

4. Forfeiture or Repayment Resulting from Forfeiture Event.

(a) If there is a Forfeiture Event either while the Participant is employed or within two years after termination of the Participant’s Employment, then the Committee may, but is not obligated to, cause all of the Participant’s unvested Restricted Shares to be forfeited by the Participant and returned to the Corporation.

(b) If there is a Forfeiture Event either while the Participant is employed or within two years after termination of the Participant’s Employment, then with respect to Restricted Shares granted under this Award Agreement that have vested, the Committee may, but is not obligated to, require that the Participant pay to the Corporation an amount (the “Forfeiture Amount”) up to (but not in excess of) the lesser of (i) the value of such previously vested Restricted Shares as of the date such shares vested or (ii) the value of such previously vested Restricted Shares as of the date on which the Committee makes a demand for payment of the Forfeiture Amount. Any Forfeiture Amount shall be paid by the Participant within sixty (60) days of receipt from the Corporation of written notice requiring payment of such Forfeiture Amount.

(c) This Paragraph 4 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. This Paragraph 4 shall not apply to the Participant following the effective time of a Change in Control.

5. Taxes. Pursuant to Section 11 of the Plan, the Corporation or its designated representative shall have the right to withhold applicable taxes from the shares of Common Stock otherwise deliverable to the Participant due to the vesting of Restricted Shares pursuant to Paragraph 2, or from other compensation payable to the Participant, at the time of the vesting and delivery of such shares.

6. Shareholder Rights. Unless and until the Restricted Shares are forfeited, the Participant shall have the rights of a shareholder with respect to the Restricted Shares as of the Grant Date, including the right to vote the Restricted Shares and the right to receive dividends. The Participant hereby consents to receiving any dividends on the unvested Restricted Shares through the Corporation’s payroll and, accordingly, directs the

Corporation’s transfer agent to pay such dividends to the Corporation on his or her behalf.

7. Nonassignability. Upon the Participant’s death, the Restricted Shares shall be transferred to the Participant’s estate. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Restricted Shares, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Restricted Shares shall have no effect.

8. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Corporation or any Subsidiary or successor, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

9. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant.

10. Officer Holding Requirement . Participant agrees that any shares received by the Participant in settlement of this Award shall be subject an additional holding period of one year from the date on which the award is settled, during which holding period such shares (net of shares used to satisfy the applicable tax withholding requirements) may not be sold or transferred by the Participant. This holding requirement shall cease to apply upon the death of the Participant during the holding period.

11. Definitions. For purposes of this Award Agreement:

(i) any person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the amount of the securities beneficially owned by such person any such securities acquired directly from the Corporation or its affiliates) representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; provided, however, that for purposes of this Plan the term “Person” shall not include (A) the Corporation or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and provided, further, however, that for purposes of this paragraph (i), there shall be excluded any Person who becomes such a beneficial owner in connection with an Excluded Transaction (as defined in paragraph (iii) below);

Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or

“Mandatory Retirement” means termination of Employment as a result of the Corporation’s policy, if any, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone.


Marathon Petroleum Corporation

By
		Authorized Officer

Exhibit 10.5

MARATHON PETROLEUM CORPORATION

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

[GRANT DATE]

Officer

Pursuant to this Award Agreement, MARATHON PETROLEUM CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Optionee”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), a right (the “Option”) to purchase from the Corporation [NUMBER] shares of Common Stock of the Corporation at a grant price of $[PRICE] per share (the “Grant Price”), pursuant to the Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 14 of the Plan, and further subject to the following terms and conditions:

1. Relationship to the Plan. This Option is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as defined herein (including in Paragraph 12 of this Award Agreement), capitalized terms shall have the same meanings ascribed to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Optionee also include the heirs or other legal representatives of the Optionee.

2. Exercise and Vesting Schedule.

(a) This Option shall become exercisable in three cumulative annual installments, as follows:

(i) one-third of the Option Shares shall become exercisable on the first anniversary of the Grant Date;

(ii) an additional one-third of the Option Shares shall become exercisable on the second anniversary of the Grant Date; and

(iii) the remaining one-third of the Option Shares shall become exercisable on the third anniversary of the Grant Date;

provided, however, that the Optionee must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. If the Employment of the Optionee is terminated for any reason other than death or Retirement, any Option Shares that are not exercisable as of the date of such termination of Employment shall be forfeited to the Corporation.

(b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, upon:

(i) termination of the Optionee’s Employment due to death;

(ii) termination of the Optionee’s Employment due to Retirement; or

(ii) a Change in Control of the Corporation, provided that as of such Change in Control the Optionee had been in continuous Employment since the Grant Date.

3. Expiration of Option.

(a) Expiration of Option Period . The Option Period shall expire on the tenth anniversary of the Grant Date.

(b) Termination of Employment Due to Death or Retirement . If Employment of the Optionee is terminated due to death or Retirement, the Option shall expire upon the earlier of (i) five years following the date of termination of Employment or (ii) expiration of the Option Period. The death of the Optionee following Retirement but prior to the expiration of the Option shall have no effect on the expiration of the Option.

(c) Termination of Employment by the Corporation for Cause or Due to Resignation . If Employment of the Optionee is terminated by the Corporation or any of its Subsidiaries for Cause or due to voluntary resignation by the Optionee, the Option shall expire upon the termination of Employment.

(d) Termination of Employment by the Corporation Other Than For Cause . If Employment of the Optionee is terminated by the Corporation or any of its Affiliates for any reason other than Cause, the Option shall expire upon the earlier of (i) 90 days following the date of termination of Employment or (ii) expiration of the Option Period.

(e) Termination of Employment Following Change in Control . If Employment of the Optionee is terminated following a Change in Control and, as a result, the Optionee is eligible for severance benefits under a Change in Control Agreement, the Option shall remain exercisable throughout the Option Period.

4. Employment with a Competitor. Notwithstanding anything herein to the contrary, in the event the Committee, the Chief Executive Officer, or an authorized officer determines that the Optionee has accepted or intends to accept employment with a competitor of any business unit of the Corporation, the Committee, the Chief Executive Officer, or the authorized officer may cancel the Option by written notice to the Optionee.

5. Forfeiture or Repayment Resulting from Forfeiture Event.

(a) Forfeiture of Unexercised Option . If a Forfeiture Event occurs during the Optionee’s Employment or within two years following Optionee’s termination of Employment, the Committee may, but is not obligated to, cause the Option granted under this Award Agreement to be forfeited with respect to some or all shares of Common Stock subject to the Option.

(b) Repayment of Spread on Exercised Option . If a Forfeiture Event occurs during the Optionee’s Employment or within two years following Optionee’s termination of Employment, the Committee may, but is not obligated to, require the Optionee to pay to the Corporation an amount up to (but not in excess of) the difference between the Grant Price and market price of the Option on the date of exercise with respect to any shares for which the Option has been exercised (the “Forfeited Spread Amount”). Any Forfeited Spread Amount shall be paid by the Participant within sixty (60) days of receipt from the Corporation of written notice requiring payment of such Forfeited Spread Amount.

(c) Application of Forfeiture Provisions . This Paragraph 5 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Corporation with rights in addition to any other remedy which may exist in law or in equity. This Paragraph 5 shall not apply to the Optionee following the effective time of a Change in Control.

6. Exercise of Option. Subject to the limitations set forth herein and in the Plan, this Option may be exercised in whole or in part by providing notice to the Committee or its designated representative of the number of Option Shares to be exercised. Such notice shall be accompanied by payment of the Grant Price of such Option Shares in cash or, at the election of the Optionee, in shares of Common Stock or any combination thereof. For purposes of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. Upon receipt of the purchase price, the Corporation or its designated representative shall issue or cause to be issued to the Optionee a number of shares of Common Stock equal to the number of Option Shares then exercised.

7. Taxes. The Corporation or its designated representative shall have the right to withhold applicable taxes from the shares of Common Stock otherwise payable to the Optionee upon exercise of the Option or from compensation otherwise payable to the Optionee at the time of exercise pursuant to Section 11 of the Plan.

8. Shareholder Rights. The Optionee shall have no rights of a shareholder with respect to the Option Shares unless and until such time as the Option has been exercised and shares of Common Stock have been issued to the Optionee in conjunction with the exercise of the Option.

9. Nonassignability. During the Optionee’s lifetime, the Option may be exercised only by the Optionee or by the Optionee’s guardian or legal representative. Upon the Optionee’s death, the Option shall be transferred to the Optionee’s estate. Otherwise, the Optionee may not sell, transfer,

assign, pledge or otherwise encumber any portion of the Option, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Option shall have no effect.

10. No Employment Guaranteed. Nothing in this Award Agreement shall give the Optionee any rights to (or impose any obligations for) continued Employment by the Corporation or any Affiliate thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Optionee.

11. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Corporation, provided that no modification may, without the consent of the Optionee, adversely affect the rights of the Optionee hereunder.

12. Definitions. For purposes of this Award Agreement:

“Cause” means termination from Employment by the Corporation or its Subsidiaries due to unacceptable performance, gross misconduct, gross negligence, material dishonesty, material acts detrimental or destructive to the Corporation or its Subsidiaries, employees or property, or any material violation of the policies of the Corporation or its Subsidiaries.

(ii) the following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals who, on the date hereof, constitute the

Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest including but not limited to a consent solicitation, relating to the election of Directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or

“Change in Control Agreement” means any plan, program, agreement, or arrangement under which the Corporation or a Subsidiary agrees to provide benefits to the Optionee in the event he or she is terminated following a Change in Control, as applicable to the Optionee at the relevant time.

“Employment” means employment with the Corporation or any of its Affiliates. For purposes of this Option, Employment shall also include any period of time during which the Optionee is on Disability status.

“ Forfeiture Event ” means the occurrence of at least one of the following (a) the Corporation is required, pursuant to a determination made by the Securities and Exchange Commission or by the Audit Committee of the Board, to prepare a material accounting restatement due to the noncompliance of the Corporation with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Committee determines that (1) the Optionee knowingly engaged in the misconduct, (2) the Optionee was grossly negligent with respect to such misconduct or (3) the Optionee knowingly or grossly negligently failed to prevent the misconduct or (b) the Committee concludes that the Optionee engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Corporation.

“Option Period” means the period commencing upon the Optionee’s receipt of this Award Agreement and ending on the date on which the Option expires pursuant to Paragraph 3(a).

“Option Shares” means the shares of Common Stock covered by this Option.

“Retirement” means (i) for an Employee participating in the Retirement Plan, termination on or after the time at which the Employee is eligible for retirement under the Retirement Plan, or (ii) for an Employee not participating in the Retirement Plan, (a) for an Employee with ten or more years of Employment, termination on or after the Employee’s 50th birthday or (b) termination on or after the Employee’s 65th birthday .

“Retirement Plan” means the Marathon Petroleum Retirement Plan or a successor plan, as applicable.


Marathon Petroleum Corporation

By
		Authorized Officer

Exhibit 31.1

MARATHON PETROLEUM CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gary R. Heminger, certify that:

I have reviewed this report on Form 10-Q of Marathon Petroleum Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2012				/s/ Gary R. Heminger
				Gary R. Heminger
				President and Chief Executive Officer

Exhibit 31.2

MARATHON PETROLEUM CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Donald C. Templin, certify that:

I have reviewed this report on Form 10-Q of Marathon Petroleum Corporation;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2012				/s/ Donald C. Templin
				Donald C. Templin
				Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Marathon Petroleum Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary R. Heminger, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 9, 2012

/s/ Gary R. Heminger

Gary R. Heminger

President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Marathon Petroleum Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald C. Templin, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 9, 2012

/s/ Donald C. Templin

Donald C. Templin

Senior Vice President and Chief Financial Officer