DESCRIPTION OF THE EXCHANGE NOTES
The Original Notes were, and the Exchange Notes will be, issued under the Indenture, dated as of February 1, 2011, as previously
supplemented, which we refer to as the Indenture, entered into between MPC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as the trustee, which we refer to as the Trustee. The terms of the Original Notes and
the Exchange Notes include those stated in the Indenture and the form of Notes, as well as those made part of the Indenture by reference to the Trust Indenture Act. Each series of Exchange Notes, when issued, will be part of the same series of
corresponding Original Notes under the Indenture. References to the Notes include the Original Notes and the Exchange Notes. The Original Notes constitute, and the Exchange Notes will constitute, senior debt securities issued under the
Indenture.
Because this section is a summary, it does not describe every aspect of the Indenture or the Notes. This summary is subject to
and qualified in its entirety by reference to all of the provisions of the Indenture, including definitions of certain terms used in the Indenture, and the Notes. You should read the Indenture and the form of Notes because they contain additional
information and they, and not this description, define your rights as a holder of the Notes. Additionally, copies of the Indenture and forms of the Notes are available without charge upon request to us at the address provided under Where You
Can Find More Information. For purposes of this section, references to Marathon Petroleum Corporation, MPC, we, us or our include only MPC and not any of its subsidiaries.
General
We will initially issue up to
$336,814,000 aggregate principal amount of the Exchange 5.375% 2022 Senior Notes, up to $613,986,000 aggregate principal amount of the Exchange 4.750% 2023 Senior Notes, up to $241,273,000 aggregate principal amount of the Exchange 5.125% 2024
Senior Notes, up to $718,894,000 aggregate principal amount of the Exchange 5.125% 2026 Senior Notes, up to $496,464,000 aggregate principal amount of the Exchange 3.800% 2028 Senior Notes and up to $497,558,000 aggregate principal amount of the
Exchange 4.500% 2048 Senior Notes.
The Exchange 5.375% 2022 Senior Notes will mature on October 1, 2022. The Exchange 4.750% 2023
Senior Notes will mature on December 15, 2023. The Exchange 5.125% 2024 Senior Notes will mature on April 1, 2024. The Exchange 5.125% 2026 Senior Notes will mature on December 15, 2026. The Exchange 3.800% 2028 Senior Notes will
mature on April 1, 2028. The Exchange 4.500% 2048 Senior Notes will mature on April 1, 2048.
The Exchange 5.375% 2022 Senior
Notes will accrue interest at a rate per annum equal to 5.375% payable semi-annually in arrears on April 1 and October 1
of each year commencing on October 1, 2019, to the persons
in whose names the Exchange 5.375% 2022 Senior Notes are registered at the close of business on March 15 and September 15, respectively, preceding the interest payment date. Interest on the Exchange 5.375% 2022 Senior Notes will be paid on
the basis of a
360-day
year consisting of twelve
30-day
months.
The Exchange 4.750% 2023 Senior Notes will accrue interest at a rate per annum equal to 4.750% payable semi-annually in arrears on
June 15 and December 15
of each year commencing on June 15, 2019 (if the Settlement Date occurs before that date and otherwise on December 15, 2019) to the persons in whose
names the Exchange 4.750% 2023 Senior Notes are registered at the close of business on June 1 and December 1, respectively, preceding the interest payment date. Interest on the Exchange 4.750% 2023 Senior Notes will be paid on the basis of
a
360-day
year consisting of twelve
30-day
months.
The
Exchange 5.125% 2024 Senior Notes will accrue interest at a rate per annum equal to 5.125% payable semi-annually in arrears on April 1 and October 1
of each year commencing on
October 1, 2019, to the persons in whose names the Exchange 5.125% 2024 Senior Notes are registered at the close of business on March 15 and September 15, respectively, preceding the interest payment date. Interest on the Exchange
5.125% 2024 Senior Notes will be paid on the basis of a
360-day
year consisting of twelve
30-day
months.
The Exchange 5.125% 2026 Senior Notes will accrue interest at a rate per annum equal to 5.125% payable semi-annually in arrears on
June 15 and December 15 of each year commencing on June 15, 2019 (if the Settlement Date occurs before that date and otherwise on December 15, 2019), to the persons in whose names the Exchange 5.125% 2026 Senior Notes are
registered at the close of business on June 1 and December 1, respectively, preceding the interest payment date. Interest on the Exchange 5.125% 2026 Senior Notes will be paid on the basis of a
360-day
year consisting of twelve
30-day
months.
The
Exchange 3.800% 2028 Senior Notes will accrue interest at a rate per annum equal to 3.800% payable semi-annually in arrears on April 1 and October 1
of each year commencing on
October 1, 2019, to the persons in whose names the Exchange 3.800% 2028 Senior Notes are registered at the close of business on March 15 and September 15, respectively, preceding the interest payment date. Interest on the Exchange
3.800% 2028 Senior Notes will be paid on the basis of a
360-day
year consisting of twelve
30-day
months.
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