Marathon Petroleum Corporation Provides Update to Midstream Strategic Alternatives Evaluation Process

FINDLAY, Ohio, May 1, 2012 – Marathon Petroleum Corporation (MPC) announced today that while it continues to evaluate strategic alternatives to enhance shareholder value with respect to certain midstream assets, MPC`s board of directors has authorized and directed its evaluation team to further explore the formation and initial public offering of a master limited partnership (MLP) and to prepare a registration statement.

If MPC determines to further pursue an initial public offering of an MLP, the issuer would be a wholly-owned subsidiary, MPLX LP. MPC would contribute a portion of its midstream assets to the MLP 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, subject to final MPC board approval and prevailing market conditions.

There can be no assurance that the evaluation process will lead to an initial public offering of an MLP or any other transaction, or that if any transaction is further pursued, that it will be consummated. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. This announcement is being issued pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933.

This announcement contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning MPC`s possible initial public offering of interests in an MLP.  These statements contain words such as “possible,” “intend,” “will”, “if” and “expect” and can be impacted by numerous factors including the risk that an initial public offering may not occur, risks relating to the securities markets generally, the impact of adverse market conditions affecting MPC`s midstream business, adverse changes in laws including with respect to tax and regulatory matters and other risks.  There can be no assurance that actual results will not differ from MPC`s expectations.  For more information concerning factors that could affect these statements see MPC`s most recent annual report on Form 10-K, filed with the Securities and Exchange Commission.  MPC undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which MPC becomes aware of, after the date hereof.

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MPC Update on Strategic Alternatives

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(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Marathon Petroleum Corporation via Thomson Reuters ONE
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