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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 12, 2021
_____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware   001-35054   27-1284632
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

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

Registrant’s telephone number, including area code: (419) 422-2121
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☒ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
symbol(s) 		Name of each exchange on which registered
Common Stock, par value $.01 MPC New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐




Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, on August 2, 2020, Marathon Petroleum Corporation (the “Company” or “MPC”) entered into a purchase and sale agreement (the “Purchase Agreement”) with certain of its subsidiaries set forth therein (collectively, “Sellers”) and 7-Eleven, Inc. (“Purchaser”) pursuant to which, and upon the terms and subject to the conditions set forth in the Purchase Agreement, Sellers agreed to transfer the assets and liabilities constituting the Company’s convenience store business, including the sale of retail transportation fuel and convenience store offerings (the “Speedway Business”) to Purchaser for a purchase price of $21 billion, subject to certain adjustments based on the levels of cash, debt and working capital at closing and for certain other items (such transaction, the “Transaction”). The Transaction was completed on May 14, 2021 (the “Closing”).

The foregoing description of the Purchase Agreement and the Transaction does not purport to be a complete statement of the parties’ rights and obligations under the Purchase Agreement and the transactions contemplated thereby or a complete explanation of the material terms thereof. The foregoing description is subject to and qualified in its entirety by reference to the text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 3, 2020, and which is incorporated herein by reference.

The Purchase Agreement has been incorporated by reference into this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company, Sellers, their subsidiaries or their businesses as of the date of the Purchase Agreement or as of any other date. The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. In addition, information regarding the subject matter of the representations and warranties made in the Purchase Agreement may change after the date of the Purchase Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the Closing, Timothy T. Griffith, President, Speedway LLC, ceased to serve as an officer and an employee of the Company. In anticipation of the Closing and pursuant to the terms of the Purchase Agreement, on May 12, 2021, certain actions were taken by the Compensation and Organization Development Committee of the MPC Board of Directors to modify vesting and settlement provisions for certain MPC long-term incentive compensation awards held by Speedway employees. Consistent with the terms of the Purchase Agreement, to the extent not previously vested, Mr. Griffith’s outstanding 2020 equity and equity-based awards with respect to the Company’s common stock became fully vested and any applicable performance metrics for incomplete periods were deemed met at the target level of achievement and the resulting payout value correspondingly determined at the target level with respect to Mr. Griffith’s 2019 and 2020 MPC performance units. Also in connection with the Closing, previously awarded and outstanding Company stock options held by Mr. Griffith will expire upon the earlier of five years following his termination of employment with the Company as a result of the Closing and the existing expiration date applicable to each of the options held by Mr. Griffith. In contemplation of the Closing, Mr. Griffith did not receive any 2021 long-term incentive awards nor is he eligible for a bonus payout under the Company’s 2021 annual cash bonus program.

Item 8.01 Completion of Acquisition or Disposition of Assets.
The Company previously disseminated a press release announcing the Closing and the anticipated commencement of a tender offer by the Company for shares of its common stock. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Additional Information Regarding the Tender Offer

The tender offer described in this Current Report on Form 8-K and the exhibits hereto (the “Offer”) has not yet commenced. This report is for informational purposes only. This report is not a recommendation to buy or sell MPC common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell MPC common stock or any other securities. On the commencement date of the Offer, MPC will file a tender offer statement on Schedule TO, including an offer


to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Shareholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offer. Neither the Company nor its directors make any recommendation as to whether to tender shares or as to the price at which to tender them. Once the Offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that MPC will be filing with the SEC at the SEC’s website at www.sec.gov or from the Company’s information agent in connection with the Offer.

Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
No pro forma financial statements reflecting the impact of the Transaction are provided in this report, as the Speedway Business disposed of in the Transaction was classified as discontinued operations in each of the Company’s consolidated statements of operations for the fiscal years ended December 31, 2020, 2019 and 2018 included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”) and in the Company’s consolidated statements of operations for the three months ended March 31, 2021 included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Form 10-Q”). The assets and liabilities of the Speedway Business were reflected as “assets held for sale” and “–liabilities held for sale”, respectively, in the current assets section and current liabilities section, respectively, in each of the Company’s consolidated balance sheet as of December 31, 2020 included in the Form 10-K and in the Company’s consolidated balance sheet as of March 31, 2021 included in the Form 10-Q.

(d) Exhibits.

Exhibit Number
  Description
2.1
2.2
2.3
99.1  
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.


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 hereunto duly authorized.
 
Marathon Petroleum Corporation
Date: May 14, 2021 By: /s/ Molly R. Benson
Name: Molly R. Benson
Title: Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary


Exhibit 2.3
AMENDMENT NO. 2
TO THE
PURCHASE AGREEMENT
This Amendment No. 2, dated as of May 14, 2021 (this “Amendment”), to the Purchase and Sale Agreement, dated as of August 2, 2020, by and among the undersigned entities originally set forth on Schedule I thereto (“Sellers”), Marathon Petroleum Corporation, a Delaware corporation (“Seller Parent”), 7-Eleven, Inc., a Texas corporation (“Buyer”), and, by virtue of this Amendment, Marathon Petroleum Western Holdings LLC, a Delaware limited liability company (“MPWH”) (as amended by that certain Letter Agreement re: Deadline to Deliver Basis Information, dated October 16, 2020, by and among the Sellers and Buyer, and that certain Amendment No. 1 to the Seller Disclosure Schedule, dated March 22, 2021, by and among Sellers, Seller Parent and Buyer, and as modified by that certain PFJ Proceeds Agreement, dated January 22, 2021, by and among Seller Parent, Buyer and Sellers, as further amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”).
WHEREAS, in accordance with Section 9.8 of the Purchase Agreement, the parties hereto wish to amend the Purchase Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1.Defined Terms: Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
2.Amendments.
(a)Sections 1.1(AC) (Acquired Companies), 1.1(AE) (Acquired Entities), 3.3 (Capital Structure; Subsidiaries) and 5.11 (Termination of Inter-Company Agreements and Balances); paragraph (m) of Section 3.16 (Taxes), (a)(xiii) of Section 3.18 (Material Contracts) and (b) of Section 5.1 (Conduct of Business); and Attachment 5.7(a) (Separation Activities) of the Seller Disclosure Schedule is hereby amended and restated in their entirety as set forth in Annex A to this Agreement effective as of the respective date set forth below:
(i)February 28, 2021: Each of Sections 1.1(AC), 1.1(AE), 3.3, 3.16, 3.18 and 5.7(a);
(ii)March 15, 2021: Section 5.1; and
(iii)The date hereof: Section 5.11.
(b)Schedule I (Sellers) is hereby amended by adding the following entity effective as of January 1, 2021:



“Marathon Petroleum Western Holdings LLC”.
(c)Schedule I (Sellers) is hereby amended by removing the following entities effective as of January 1, 2021 “Western Refining Southwest, Inc.” and “Tesoro Refining & Marketing Company LLC”.
(d)Section 2.2 is hereby amended to replace “at the Closing” with “on the Closing Date.”
(e)The first sentence of Section 2.3(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “The closing of the Sale (the “Closing”) shall take place through the electronic exchange of documents and signatures at 12:01 a.m. New York City time on May 14, 2021.”
(f)The introductory clause of Section 2.3(c) is hereby amended and restated in its entirety as follows: “Deliveries by Buyer. Upon the terms and subject to the conditions of this Agreement, Buyer shall deliver, or cause to be delivered at the Closing (except that with respect to clause (i) below, Buyer shall irrevocably instruct at the Closing its banking institutions to pay, and Buyer shall deliver, or cause to be delivered, on the Closing Date) to Sellers or their respective applicable designees the following:”
(g)The “Calculation Time” means 6:00 a.m. New York City time on the Closing Date. For all purposes of Section 2.4(a)(i), Section 2.4(b) and Exhibit C Part II #4, “immediately prior to the Effective Time” is hereby replaced in each instance with “the Calculation Time.”
(h)Section 2.4(a)(ii) is hereby amended to replace “At the Closing” with “On the Closing Date.”
(i)Notwithstanding anything to the contrary in the Purchase Agreement, from the Effective Time up to and including the Calculation Time, (i) Seller Parent, Sellers, the Retained Subsidiaries and their respective Affiliates (the “Seller Parties”) shall not, and shall cause the Acquired Entities not to, distribute Cash Amounts or Restricted Cash or make any other payment to any Seller Party other than an Acquired Entity and (ii) Buyer shall cause the Acquired Entities not to (A) distribute Cash Amounts or Restricted Cash or make any other payment to Buyer or any affiliate of Buyer other than an Acquired Entity, (B) incur any additional Indebtedness (other than (i), (j) and (k) of the definition of “Indebtedness” incurred, in the case of (i), in the ordinary course, and, in the case of (j) and (k), solely to the extent arising from the terms of the Indebtedness Plans in effect as of 12:01 am New York City time on the Closing Date or from the passage of time) nor (C) take any action the primary intent of which is to affect any of the calculations to be performed as of the Calculation Time pursuant to the Purchase Agreement.
(j)The second sentence of Section 5.11(b) is hereby amended to add “and Section 2.4” after “this Section 5.11.”
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(k)The first sentence of Section 5.28(a) of the Purchase Agreement is hereby amended to replace “pay to Buyer on the Closing” with “pay, on or before the forty-fifth (45th) day after the Closing Date, to Buyer.”
(l)The first sentence of Section 5.28(b) of the Purchase Agreement is hereby amended to replace “Sellers shall pay to Buyer for each Retail Site” with “Sellers shall pay to Buyer, on or before the forty-fifth (45th) day after the Closing Date, for each Retail Site.”
(m)Section 5.29 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “At the Closing, Sellers shall cause the Acquired Entities to have an amount of Cash Amount equal to approximately $165 million, including an amount of petty cash at the Retail Sites as required to operate the Business in the Ordinary Course of Business.”
3.338(h)(10) Matters. Pursuant to Section 5.16(g)(i) of the Purchase Agreement, Buyer hereby provides written notice to Sellers that it elects to make a Section 338(h)(10) Election with respect to each of the Section 338(h)(10) Eligible Subsidiaries set forth on Section 3.16(m)(1) of the Seller Disclosure Schedule.
4.Joinder of MPWH as a Seller. Effective as of the date set forth in Section 2(b) above, MPWH hereby acknowledges and agrees to become a party to the Purchase Agreement as a Seller thereunder, to be bound by and comply with all provisions of the Purchase Agreement applicable to a Seller and to assume all rights and interests and perform all applicable duties and obligations of a Seller under the Purchase Agreement.
5.Assignment of Right to Purchase the Equity Interests of Speedway LLC. In accordance with the terms of Section 9.18 of the Purchase Agreement, Buyer hereby assigns all of its rights under the Purchase Agreement to purchase and acquire all of the Equity Interest of Speedway to SEI Speedway Holdings, LLC, a Delaware limited liability company and its Affiliate (which, for the avoidance of doubt, shall not relieve Buyer of its obligations under the Purchase Agreement).
6.Reconciliation Procedures for Assumed Fuel Payables.
(a)The ten days of fuel payables to be assumed by Buyer as described in Item 3 of Section 1.1(AL)(3) of the Seller Disclosure Schedule are referred to herein as the “Assumed Fuel Payables.” The Assumed Fuel Payables shall be paid by Buyer on payment terms of net ten (10) days, daily on Business Days commencing on May 14, 2021, based upon the information set forth in the Estimated Fuel Payable Statement (as defined below) by wire transfer or by ACH (and not by EFT) to an account specified in writing by Sellers (such aggregate payments actually paid by Buyer, the “Initial Assumed Fuel Payables Payments”).
(b)Sellers and Seller Parent have delivered to Buyer a detailed calculation of a portion of the estimated Assumed Fuel Payables and shall deliver to Buyer on or about May 18, 2021 a detailed calculation of the remainder of the estimated Assumed Fuel Payables (the “Estimated Fuel Payable Statement”). The parties hereto hereby agree that the
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procedures set forth in Sections 2.4(c)–(g) and (i) of the Purchase Agreement regarding the review and resolution of disputes related to the Preliminary Adjustment Statement shall apply mutatis mutandis to the Estimated Fuel Payable Statement; provided that (i) the right to review and dispute the Estimated Fuel Payable Statement shall be Buyer’s rather than Sellers’ and (ii) the Review Period shall be ninety (90) days following the Closing Date. The Assumed Fuel Payables as determined after all disputes have been resolved in accordance with this Section 6(b) are referred to herein as the “Final Assumed Fuel Payables.” The difference (either positive or negative) between the Initial Assumed Fuel Payables Payments and the Final Assumed Fuel Payables is referred to as the “Fuel Payables Adjustment,” and the Fuel Payables Adjustment shall be determined by subtracting the Initial Assumed Fuel Payables Payments from the Final Assumed Fuel Payables. Buyer (if the Fuel Payables Adjustment is a positive number) or Sellers (if the Fuel Payables Adjustment is a negative number), as the case may be, shall, within five (5) Business Days after the determination of the Fuel Payables Adjustment pursuant to this Section 6, make payment to the other (or, in the case of a payment by Buyer, to Sellers or one or more of Sellers’ respective designees identified in writing to Buyer prior to Closing) by wire transfer of immediately available funds to one or more accounts designated by the other an amount equal to the absolute value of the Fuel Payables Adjustment as determined pursuant to this Section 6.
(c)For the avoidance of doubt, the pricing formulas for the Assumed Fuel Payables refer to the Fuel Supply Agreement, and to the extent that the pricing formulas under the Fuel Supply Agreement are adjusted pursuant to that certain Unbranded Fuel Supply Agreement Pricing Side Letter, dated as of August 2, 2020, from Seller Parent and acknowledged by Buyer, then the pricing formulas used in calculating the Assumed Fuel Payables shall also be so adjusted, and Sellers shall make payment to Buyer by wire transfer of immediately available funds to one or more accounts designated by Buyer within five (5) Business Days after such adjustment.
7.Environmental Insurance Policy Costs, Deposits, Premium and Taxes. Buyer has obtained four (4) Environmental Insurance Policies (each, an “EIP”), which include three (3) EIPs that provide coverage for the Retail Sites to be sold by Buyer in connection with the Divestiture Actions after the Closing and one (1) EIP that provides coverage for the remainder of the Retail Sites to be acquired by Buyer at Closing. Each EIP will be in full force and effect as of the Closing and, in accordance with Section 5.25 of the Purchase Agreement, Sellers shall pay when due the underwriting costs, deposit, premium and taxes arising out of or incurred with respect to each EIP, not in excess of $10,000,000 in the aggregate.
8.No Other Amendments to the Purchase Agreement.
(a)On and after the date hereof, each reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Purchase Agreement as amended hereby.
(b)Except as otherwise expressly provided herein, all of the terms and conditions of the Purchase Agreement remain unchanged and continue in full force and effect.
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9.Miscellaneous. The provisions of Article IX of the Purchase Agreement are incorporated into, and shall apply to, this Amendment, mutatis mutandis.
10.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement, it being understood that all of the parties need not sign the same counterpart. For purposes of this Amendment, facsimile and .pdf signatures shall be deemed originals for all purposes.
[Remainder of page intentionally left blank; signature page follows]
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IMAGE_11A.JPG IMAGE_11A.JPG

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed the day and year first above written.

MARATHON PETROLEUM CORPORATION
By: /s/ Michael J. Hennigan
Name: Michael J. Hennigan
Title: President and Chief Executive Officer
MPC INVESTMENT LLC
By: /s/ Michael J. Hennigan
Name: Michael J. Hennigan
Title: President and Chief Executive Officer
ANDEAVOR LLC
By:
/s/ Thomas Kaczynski
Name: Thomas Kaczynski
Title: President
WESTERN REFINING SOUTHWEST LLC
(as successor-in-interest to WESTERN REFINING SOUTHWEST, INC.)
By:
/s/ Thomas Kaczynski
Name:
Thomas Kaczynski
Title: President
TESORO REFINING & MARKETING COMPANY LLC
By:
/s/ Thomas Kaczynski
Name:
Thomas Kaczynski
Title: Vice President and Treasurer


[Signature Page to Amendment No. 2 to the Purchase Agreement]



NORTHERN TIER RETAIL HOLDINGS LLC
By:
/s/ Rick Lindhardt
Name: Rick Lindhardt
Title: Assistant Secretary
MARATHON PETROLEUM WESTERN HOLDINGS LLC
By:
/s/ Thomas Kaczynski
Name:
Thomas Kaczynski
Title: Vice President and Treasurer
[Signature Page to Amendment No. 2 to the Purchase Agreement]


BUYER:
7-ELEVEN, INC.
By:
/s/ David J. Colletti, Jr.
Name: David J. Colletti, Jr.
Title: Vice President, Mergers and Acquisitions
[Signature Page to Amendment No. 2 to the Purchase Agreement]

IMAGE_01.JPG


Marathon Petroleum Corp. Announces Close of $21 Billion Speedway Sale
and Return of Capital Plans


FINDLAY, Ohio, May 14, 2021 – Marathon Petroleum Corp. (NYSE: MPC) today announced the close of the $21 billion sale of Speedway to 7-Eleven, Inc., a wholly owned, indirect subsidiary of Seven & i Holdings Co., Ltd (3382:Toyko). In conjunction with closing, MPC announced its plans regarding the estimated $16.5 billion of after-tax cash proceeds.

“The close of the Speedway transaction marks a significant milestone in our ongoing commitment to strengthen the competitive position of our portfolio,” said Executive Vice President and Chief Financial Officer Maryann T. Mannen. “This morning, we announced actions to strengthen our balance sheet and return capital to shareholders, which include the expectation to repurchase $10 billion of the company’s common stock.

“As part of our commitment to quickly return capital, we plan to commence a cash tender offer to purchase up to $4 billion of common stock, which represents approximately 10% of our current market capitalization,” Mannen said. “After the completion of the tender offer, we intend to execute on the remainder of our $10 billion repurchase authorization over the subsequent 12 to 18 months. As previously communicated, $2.5 billion of proceeds have been allocated to reduce long-term structural debt. Beyond this, we will evaluate how we use the remaining proceeds to reduce debt to support a strong balance sheet and maintain an investment grade credit profile.”

In the coming days, the company intends to commence a “modified Dutch Auction” tender offer to purchase up to $4 billion of its common stock at an anticipated price range between $56 and $63 per share, less any applicable withholding taxes and without interest, subject to market conditions.

In connection with and subject to the closing of the Speedway sale, the company’s board of directors approved an additional $7.1 billion share repurchase authorization. Together with the remaining previous authorization of $2.9 billion, MPC has the authority to repurchase up to a total of $10 billion of its common stock. The authorization has no expiration date. MPC may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated share repurchases, tender offers or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. The timing of repurchases will depend upon several factors, including market and business conditions, and repurchases may be discontinued at any time.

Additional Information Regarding the Tender Offer

The tender offer described in this press release has not yet commenced. This press release is for informational purposes only. This press release is not a recommendation to buy or sell MPC common
    
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stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell MPC common stock or any other securities. The tender offer has not yet commenced, and there can be no assurances that MPC will commence the tender offer on the terms described in this news release or at all. On the commencement date of the tender offer, MPC will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the "SEC"). The tender offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. When available shareholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the tender offer. Once the offer is commenced, shareholders will be able to obtain copies of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that MPC will be filing with the SEC at the SEC's website at www.sec.gov, from MPC’s website at www.marathonpetroleum.com or from the information agent in connection with the tender offer.


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About Marathon Petroleum Corporation
Marathon Petroleum Corporation (MPC) is a leading, integrated, downstream energy company headquartered in Findlay, Ohio. The company operates the nation’s largest refining system. MPC’s marketing system includes branded locations across the United States, including Marathon brand retail outlets. MPC also owns the general partner and majority limited partner interest in MPLX LP, a midstream company that owns and operates gathering, processing, and fractionation assets, as well as crude oil and light product transportation and logistics infrastructure. More information is available at www.marathonpetroleum.com.

Investor Relations Contacts: (419) 421-2071
Kristina Kazarian, Vice President, Investor Relations
Brian Worthington, Manager, Investor Relations
Kenan Kinsey, Analyst, Investor Relations

Media Contact: (419) 421-3312
Jamal Kheiry, Manager, Communications

Forward-looking statements
All statements in this release, other than statements of historical fact, are forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipate", "believe", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" or "will" or, in each case, their negative, or other variations or comparable terminology. MPC cautions that these statements are based on management's current knowledge and expectations and are subject to certain risks and uncertainties, many of which are outside of the control of MPC, that could cause actual results and events to differ materially from the statements made herein. For a more detailed discussion of the risks that could affect MPC’s operating results, see MPC’s filings with the SEC, including MPC's annual report on Form 10-K
    
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and quarterly report on Form 10-Q. Copies of MPC's Form 10-K, Forms 10-Q and other SEC filings are available on the SEC’s website, MPC's website at https://www.marathonpetroleum.com/Investors/ or by contacting MPC's Investor Relations office. MPC's actual results could differ materially from those contained in the forward-looking statements, including with respect to MPC’s ability to realize the use of proceeds from the sale of Speedway in the manner described herein, the commencement of the announced tender offer, the price and amount of any securities purchased pursuant to the tender offer and MPC’s ability to execute on its capital return and debt reduction strategies described above, including within the anticipated timeframe. Any forward-looking statements speak only as of the date of the applicable communication and MPC undertakes no obligation to update any forward-looking statements except to the extent required by applicable law.
    
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