10-Q

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 June 30, 2012

OR

¨ 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):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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 338,297,004 shares of Marathon Petroleum Corporation common stock outstanding as of July 31, 2012.

MARATHON PETROLEUM CORPORATION

Form 10-Q

Quarter Ended June 30, 2012

INDEX

	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		27
Item 3.     Quantitative and Qualitative Disclosures about Market Risk		41
Item 4.     Controls and Procedures		42
Supplementary Statistics (Unaudited)		43
PART II—OTHER INFORMATION
Item 1.     Legal Proceedings		45
Item 1A.  Risk Factors		45
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds		46
Item 6.     Exhibits		47
Signatures		48

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.

1

Part I—Financial Information

Item 1. Financial Statements

Marathon Petroleum Corporation

Consolidated Statements of Income (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2012			2011			2012			2011
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	20,240		$	20,732		$	40,504		$	38,551
Sales to related parties		3			28			4			51
Income from equity method investments		9			17			11			26
Net gain on disposal of assets		1			4			3			5
Other income		4			13			10			32
Total revenues and other income		20,257			20,794			40,532			38,665
Costs and expenses:
Cost of revenues (excludes items below)		16,789			16,654			34,098			31,211
Purchases from related parties		57			981			120			1,766
Consumer excise taxes		1,428			1,269			2,808			2,478
Depreciation and amortization		236			218			466			434
Selling, general and administrative expenses		376			288			639			505
Other taxes		64			59			138			127
Total costs and expenses		18,950			19,469			38,269			36,521
Income from operations		1,307			1,325			2,263			2,144
Related party net interest and other financial income		—			18			—			35
Net interest and other financial income (costs)		(17	)		(10	)		(39	)		(24	)
Income before income taxes		1,290			1,333			2,224			2,155
Provision for income taxes		476			531			814			824
Net income	$	814		$	802		$	1,410		$	1,331
Per Share Data (See Note 6)
Basic:
Net income per share	$	2.39		$	2.25		$	4.09		$	3.74
Weighted average shares outstanding		340			356			344			356
Diluted:
Net income per share	$	2.38		$	2.24		$	4.07		$	3.72
Weighted average shares outstanding		341			358			346			358
Dividends paid	$	0.25		$	—		$	0.50		$	—

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

2

Marathon Petroleum Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Net income	$	814	$	802	$	1,410	$	1,331
Other comprehensive income:
Defined benefit postretirement and post-employment plans:
Actuarial changes, net of tax of $25, $16, $33 and $23		39		25		55		36
Prior service costs, net of tax of $196, $-, $197 and $1		326		1		327		2
Other comprehensive income		365		26		382		38
Comprehensive income	$	1,179	$	828	$	1,792	$	1,369

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

3

Marathon Petroleum Corporation

Consolidated Balance Sheets (Unaudited)

(In millions, except per share data)	June 30,     2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	1,895		$	3,079
Receivables, less allowance for doubtful accounts of $2 and $3		4,708			5,461
Inventories		4,030			3,320
Other current assets		73			141
Total current assets		10,706			12,001
Equity method investments		302			302
Property, plant and equipment, net		12,414			12,228
Goodwill		925			842
Other noncurrent assets		334			372
Total assets	$	24,681		$	25,745
Liabilities
Current liabilities:
Accounts payable	$	6,155		$	8,189
Payroll and benefits payable		225			312
Consumer excise taxes payable		361			337
Accrued taxes		604			558
Long-term debt due within one year		19			15
Other current liabilities		204			180
Total current liabilities		7,568			9,591
Long-term debt		3,316			3,292
Deferred income taxes		1,823			1,310
Defined benefit postretirement plan obligations		1,348			1,783
Deferred credits and other liabilities		300			264
Total liabilities		14,355			16,240
Commitments and contingencies (see Note 20)
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 June 30, 2012		(743	)		—
Additional paid-in capital		9,426			9,482
Retained earnings		2,136			898
Accumulated other comprehensive loss		(497	)		(879	)
Total stockholders’ equity		10,326			9,505
Total liabilities and stockholders’ equity	$	24,681		$	25,745

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

4

Marathon Petroleum Corporation

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
(In millions)	2012			2011
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income	$	1,410		$	1,331
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		466			434
Pension and other postretirement benefits, net		183			62
Deferred income taxes		328			34
Net gain on disposal of assets		(3	)		(5	)
Equity method investments, net		8			(6	)
Changes in the fair value of derivative instruments		106			(92	)
Changes in:
Current receivables		753			(757	)
Inventories		(697	)		(613	)
Current accounts payable and accrued liabilities		(2,022	)		580
All other, net		84			(16	)
Net cash provided by operating activities		616			952
Investing activities:
Additions to property, plant and equipment		(635	)		(517	)
Acquisitions		(163	)		(74	)
Disposal of assets		6			133
Investments in related party debt securities—purchases		—			(10,326	)
—redemptions		—			12,730
Investments—loans and advances		(11	)		(42	)
—repayments of loans		3			35
All other, net		2			5
Net cash provided by (used in) investing activities		(798	)		1,944
Financing activities:
Long-term debt payable to Marathon Oil and subsidiaries—borrowings		—			7,748
—repayments		—			(11,366	)
Long-term debt—borrowings		—			2,989
—repayments		(6	)		(6	)
Debt issuance costs		—			(58	)
Issuance of common stock		32			—
Common stock repurchased		(850	)		—
Dividends paid		(172	)		—
Distributions to Marathon Oil		—			(699	)
All other, net		(6	)		—
Net cash used in financing activities		(1,002	)		(1,392	)
Net increase (decrease) in cash and cash equivalents		(1,184	)		1,504
Cash and cash equivalents at beginning of period		3,079			118
Cash and cash equivalents at end of period	$	1,895		$	1,622

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

5

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		—		—			—			—			1,331			—			1,331
Distributions to Marathon Oil		—		—			—			—			(625	)		(11	)		(636	)
Other comprehensive income		—		—			—			—			—			38			38
Reclassification of net investment to additional paid-in capital		—		—			9,573			—			(9,573	)		—			—
Issuance of common stock at spin-off		4		—			(4	)		—			—			—			—
Balance as of June 30, 2011	$	4	$	—		$	9,569		$	—		$	—		$	(596	)	$	8,977
Balance as of December 31, 2011	$	4	$	—		$	9,482		$	898		$	—		$	(879	)	$	9,505
Net income		—		—			—			1,410			—			—			1,410
Dividends paid		—		—			—			(172	)		—			—			(172	)
Shares repurchased		—		(742	)		(108	)		—			—			—			(850	)
Shares issued (returned)—stock-based compensation		—		(1	)		33			—			—			—			32
Stock-based compensation		—		—			28			—			—			—			28
Other comprehensive income		—		—			—			—			—			382			382
Other		—		—			(9	)		—			—			—			(9	)
Balance as of June 30, 2012	$	4	$	(743	)	$	9,426		$	2,136		$	—		$	(497	)	$	10,326
(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 June 30, 2012		358		(18	)

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

6

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 8 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 were provided by the Marathon Oil Companies during a transition period pursuant to a transition services agreement, which terminated on June 30, 2012. 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 six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year.

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 more likely than not

7

that the fair value of a reporting unit is less than the carrying amount, the entity is 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 annual 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 14.

Not Yet Adopted

In July 2012, the FASB issued an accounting standards update which gives an entity the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, through the qualitative assessment, an entity determines that it is more likely than not that the intangible asset is impaired, the quantitative impairment test must then be performed. The accounting standards update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Early adoption is permitted. Adoption of this accounting standards update is not expected to have an impact on our consolidated results of operations, financial position or cash flows.

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.

8

We entered into a transition services agreement with Marathon Oil under which we were 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 were at cost-based rates that had been negotiated between us and Marathon Oil. Services provided to us by the Marathon Oil Companies for the six months ended June 30, 2012 included accounting, audit, treasury, information technology and health, environmental, safety and security. Services provided by us to the Marathon Oil Companies for the six months ended June 30, 2012 included administrative services, legal, human resources, accounting, audit, information technology and health, environmental, safety and security. The transition services agreement terminated on June 30, 2012.

Sales to related parties were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Equity method investees:
Centennial	$	1	$	14	$	1	$	34
Other equity method investees		2		2		3		4
Marathon Oil Companies		—		12		—		13
Total	$	3	$	28	$	4	$	51

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:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Equity method investees:
Centennial	$	—	$	18	$	9	$	31
LOOP		9		23		21		32
TAME		30		39		60		71
TACE		10		15		15		27
Other equity method investees		8		9		15		15
Marathon Oil Companies		—		877		—		1,590
Total	$	57	$	981	$	120	$	1,766

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 at a negotiated rate. 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 $14 million and $26 million for the three and six months ended June 30, 2011, respectively.

9

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

(In millions)	June 30, 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:

(In millions)	June 30, 2012		December 31, 2011
Equity method investees:
Centennial	$	—	$	7
LOOP		4		5
TAME		3		4
TACE		2		2
Other equity method investees		2		2
Total	$	11	$	20

We have throughput and deficiency agreements with LOOP and Centennial. We had prepaid tariff balances with LOOP of $4 million at December 31, 2011, which were utilized during the six months ended June 30, 2012, and with Centennial of $14 million at June 30, 2012 and $11 million at December 31, 2011. During the first quarter of 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 14.

During the six months ended June 30, 2011, we borrowed $7,748 million and repaid $10,319 million under the credit agreement with MOC Portfolio Delaware, Inc. (“PFD”), a subsidiary of Marathon Oil. The credit agreement was terminated on June 30, 2011, and there has been no subsequent activity.

There were no borrowings during the six months ended June 30, 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:

	Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	2012		2011			2012		2011
Dividend income:
PFD Preferred Stock	$	—	$	18		$	—	$	35
Interest expense:
PFD credit agreement		—		1			—		3
Marathon Oil loan agreement		—		—			—		5
Interest capitalized		—		(1	)		—		(8	)
Net interest expense		—		—			—		—
Related party net interest and other financial income	$	—	$	18		$	—	$	35

We also recorded property, plant and equipment additions related to capitalized interest incurred by Marathon Oil on our behalf of $2 million in the six months ended June 30, 2011, which were reflected as contributions from Marathon Oil.

Certain asset or liability transfers between us and Marathon Oil, including assets and liabilities contributed under the separation and distribution agreement related to the Spinoff, 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 contributions from Marathon Oil were $74 million in the six months ended June 30, 2011.

10

4. Acquisition

In May 2012, Speedway LLC acquired 87 convenience stores situated throughout Indiana and Ohio from GasAmerica Services, Inc., along with the associated inventory, intangible assets and two parcels of undeveloped real estate. This acquisition supports our strategic initiative to increase our Speedway segment sales volumes.

In connection with this acquisition, our Speedway segment recorded $83 million of goodwill, which is deductible for income tax purposes. The principal factors contributing to a purchase price resulting in goodwill included the acquired stores complementing our existing network in our Indiana and Ohio markets, access to our refined product transportation systems and the potential for higher merchandise sales.

In May 2011, Speedway LLC acquired 23 convenience stores in Indiana and Illinois. In connection with this acquisition, our Speedway segment recorded $9 million of goodwill.

Assuming these transactions had been made at the beginning of any period presented, the consolidated pro forma results would not be materially different from reported results.

5. 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 six months ended June 30, 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 June 30, 2012 and December 31, 2011. Any margin support obligation, when finalized, would be paid and reduce the deferred gain. We received $36 million during the three months ended June 30, 2011 and $2 million and $69 million during the six months ended June 30, 2012 and 2011 for transition services provided to the buyer. See Note 21 for additional information affecting this VIE subsequent to June 30, 2012.

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 June 30, 2012 was $160 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.

11

6. 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 and six months ended June 30, 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 and six months ended June 30, 2011. Excluded from the diluted weighted average share calculation for the three and six months ended June 30, 2012 are approximately five million and four million shares related to stock-based compensation awards as their effect would be anti-dilutive. Excluded from the diluted weighted average share calculation for the three and six months ended June 30, 2011 are approximately four million shares related to stock-based compensation awards as their effect would be anti-dilutive.

The calculation of weighted average shares for the three and six months ended June 30, 2012 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.

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2012		2011		2012		2011
Basic earnings per share:
Allocation of earnings:
Net income	$	814	$	802	$	1,410	$	1,331
Income allocated to participating securities		2		—		3		—
Income available to common stockholders—basic	$	812	$	802	$	1,407	$	1,331
Weighted average common shares outstanding		340		356		344		356
Basic earnings per share	$	2.39	$	2.25	$	4.09	$	3.74
Diluted earnings per share:
Allocation of earnings:
Net income	$	814	$	802	$	1,410	$	1,331
Income allocated to participating securities		2		—		3		—
Income available to common stockholders—diluted	$	812	$	802	$	1,407	$	1,331
Weighted average common shares outstanding		340		356		344		356
Effect of dilutive securities		1		2		2		2
Weighted average common shares, including dilutive effect		341		358		346		358
Diluted earnings per share	$	2.38	$	2.24	$	4.07	$	3.72

7. 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 $2.0 billion amount authorized by our board of directors was available for share repurchases at June 30, 2012. The timing of repurchases, if any, outside of the ASR program will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time.

12

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. Under the ASR program, we received 17,581,344 shares of our common stock during the six months ended June 30, 2012. On July 25, 2012, an additional 2,776,036 shares were delivered to us, for a total of 20,357,380 repurchased shares, which concluded the ASR program. The total number of shares repurchased under the ASR program was 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. Upon final settlement, the average per share amount paid for all shares purchased under the ASR program was $41.75. 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.

8. 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.

(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
Three Months Ended June 30, 2012
Revenues:
Customer	$	16,589		$	3,632		$	21		$	20,242
Intersegment(a)		2,214			1			87			2,302
Related parties		2			—			1			3
Segment revenues		18,805			3,633			109			22,547
Elimination of intersegment revenues		(2,214	)		(1	)		(87	)		(2,302	)
Total revenues	$	16,591		$	3,632		$	22		$	20,245
Segment income from operations	$	1,325		$	107		$	50		$	1,482
Income from equity method investments		(1	)		—			10			9
Depreciation and amortization(b)		191			28			12			231
Capital expenditures and investments(c)(d)		178			187			60			425

13

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Three Months Ended June 30, 2011
Revenues:
Customer	$	17,135		$	3,583	$	14		$	20,732
Intersegment(a)		2,250			—		87			2,337
Related parties		27			—		1			28
Segment revenues		19,412			3,583		102			23,097
Elimination of intersegment revenues		(2,250	)		—		(87	)		(2,337	)
Total revenues	$	17,162		$	3,583	$	15		$	20,760
Segment income from operations	$	1,260		$	80	$	54		$	1,394
Income from equity method investments		4			—		13			17
Depreciation and amortization(b)		176			28		11			215
Capital expenditures and investments(c)(e)		220			97		24			341

(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
Six Months Ended June 30, 2012
Revenues:
Customer	$	33,552		$	6,916		$	38		$	40,506
Intersegment(a)		4,173			2			169			4,344
Related parties		3			—			1			4
Segment revenues		37,728			6,918			208			44,854
Elimination of intersegment revenues		(4,173	)		(2	)		(169	)		(4,344	)
Total revenues	$	33,555		$	6,916		$	39		$	40,510
Segment income from operations	$	2,268		$	157		$	92		$	2,517
Income from equity method investments		(1	)		—			12			11
Depreciation and amortization(b)		376			55			24			455
Capital expenditures and investments(c)(d)		331			198			98			627

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Six Months Ended June 30, 2011
Revenues:
Customer	$	31,954		$	6,568	$	29		$	38,551
Intersegment(a)		4,014			—		164			4,178
Related parties		49			—		2			51
Segment revenues		36,017			6,568		195			42,780
Elimination of intersegment revenues		(4,014	)		—		(164	)		(4,178	)
Total revenues	$	32,003		$	6,568	$	31		$	38,602
Segment income from operations	$	2,062		$	113	$	105		$	2,280
Income from equity method investments		4			—		22			26
Depreciation and amortization(b)		355			54		22			431
Capital expenditures and investments(c)(e)		376			102		38			516

^(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.

^(d) Includes Speedway’s acquisition of 87 convenience stores in May 2012.

^(e) Includes Speedway’s acquisition of 23 convenience stores in May 2011.

14

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

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Segment income from operations	$	1,482		$	1,394		$	2,517		$	2,280
Items not allocated to segments:
Corporate and other unallocated items(a)		(92	)		(69	)		(171	)		(136	)
Pension settlement expenses		(83	)		—			(83	)		—
Net interest and other financial income (costs)		(17	)		8			(39	)		11
Income before income taxes	$	1,290		$	1,333		$	2,224		$	2,155

^(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 June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Segment capital expenditures and investments	$	425	$	341	$	627	$	516
Less: Investments in equity method investees		—		3		7		7
Plus: Items not allocated to segments:
Capital expenditures not allocated to segments		20		15		28		15
Capitalized interest		36		29		66		58
Total capital expenditures(a)(b)	$	481	$	382	$	714	$	582

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

^(b) See Note 17 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 June 30,					Six Months Ended June 30,
(In millions)	2012			2011		2012			2011
Total revenues (as reported above)	$	20,245		$	20,760	$	40,510		$	38,602
Plus: Corporate and other unallocated items		(2	)		—		(2	)		—
Less: Sales to related parties		3			28		4			51
Sales and other operating revenues (including consumer excise taxes)	$	20,240		$	20,732	$	40,504		$	38,551

15

9. Other Items

Net interest and other financial income (costs) was:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Interest:
Interest income	$	1		$	1		$	2		$	1
Interest expense(a)		(47	)		(42	)		(93	)		(73	)
Interest capitalized(a)		36			28			66			48
Total interest		(10	)		(13	)		(25	)		(24	)
Other:
Net foreign currency gains		—			6			—			6
Bank service and other fees		(7	)		(3	)		(14	)		(6	)
Total other		(7	)		3			(14	)		—
Net interest and other financial income (costs)	$	(17	)	$	(10	)	$	(39	)	$	(24	)

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

10. Income Taxes

The combined federal, state and foreign effective income tax rate was 37 percent and 40 percent for the three months ended June 30, 2012 and 2011 and 37 percent and 38 percent for the six months ended June 30, 2012 and 2011. The effective tax rates for the periods presented exceeded the U.S. statutory rate of 35 percent due to state and local tax expense, partially offset by permanent benefit differences. During the three months ended June 30, 2011, state income tax legislative changes were enacted, primarily in Michigan, resulting in an increase in tax expense of $17 million. 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 $38 million of unrecognized benefits as of June 30, 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 accordingly. See Note 20.

11. Inventories

(In millions)	June 30, 2012		December 31, 2011
Crude oil and refinery feedstocks	$	2,154	$	1,339
Refined products		1,604		1,725
Merchandise		87		65
Supplies and sundry items		185		191
Total (at cost)	$	4,030	$	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 six months ended June 30, 2012. Cost of revenues decreased and income from operations increased by less than $1 million for the six months ended June 30, 2011 as a result of liquidations of LIFO inventories.

16

12. Property, Plant and Equipment

(In millions)	June 30, 2012		December 31, 2011
Refining & Marketing	$	14,621	$	14,221
Speedway		1,980		1,887
Pipeline Transportation		1,687		1,593
Corporate and Other		401		372
Total		18,689		18,073
Less accumulated depreciation		6,275		5,845
Net property, plant and equipment	$	12,414	$	12,228

13. Goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2012 were as follows:

(In millions)	Refining & Marketing		Speedway		Pipeline Transportation		Total
Balance as of December 31, 2011	$	551	$	129	$	162	$	842
Acquisition(a)		—		83		—		83
Balance as of June 30, 2012	$	551	$	212	$	162	$	925

^(a) See Note 4 for information on the acquisition.

14. Fair Value Measurements

Fair Values—Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2012 and December 31, 2011 by fair value hierarchy level.

	June 30, 2012
(In millions)	Level 1			Level 2		Level 3		Collateral			Total
Commodity derivative instruments, assets	$	134		$	—	$	—	$	15		$	149
Other assets		2			—		—		—			2
Total assets at fair value	$	136		$	—	$	—	$	15		$	151
Commodity derivative instruments, liabilities	$	(90	)	$	—	$	—	$	(59	)	$	(149	)

	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.

17

Commodity derivatives in Level 2 were 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.

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Beginning balance	$	—		$	2,764		$	—		$	2,402
Total realized and unrealized gains (losses) included in net income		(2	)		1			(2	)		—
Purchases of PFD Preferred Stock(a)		—			6,972			—			10,326
Redemptions of PFD Preferred Stock(a)		—			(9,737	)		—			(12,730	)
Settlements of derivative instruments		2			(2	)		2			—
Ending balance	$	—		$	(2	)	$	—		$	(2	)

^(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.

There were no unrealized gains or losses recorded in net income for the three and six months ended June 30, 2012 related to Level 3 derivative instruments held at June 30, 2012. Net income for the three and six months ended June 30, 2011, included unrealized losses of $1 million and $2 million, respectively, related to Level 3 derivative instruments held at June 30, 2011. See Note 15 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.

	Six Months Ended June 30, 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 first quarter 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.

18

Fair Values—Reported

The following table summarizes financial instruments on the basis of their nature, characteristics and risk at June 30, 2012 and December 31, 2011, excluding the derivative financial instruments reported above.

	June 30, 2012				December 31, 2011
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial assets:
Investments	$	280	$	93	$	289	$	93
Other		29		28		31		30
Total financial assets	$	309	$	121	$	320	$	123
Financial liabilities:
Long-term debt(a)	$	3,359	$	3,008	$	3,203	$	3,008
Deferred credits and other liabilities		24		24		21		21
Total financial liabilities	$	3,383	$	3,032	$	3,224	$	3,029

^(a)  Excludes capital leases 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.

15. Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 14. 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 June 30, 2012 and December 31, 2011:

	June 30, 2012
(In millions)	Asset		Liability		Balance Sheet Location
Commodity derivatives	$	11	$	—	Other current assets
Commodity derivatives		123		90	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

19

Derivatives Designated as Fair Value Hedges

During the first quarter 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 is being 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.

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 June 30, 2012:

	Position		Total Barrels (In thousands)
Crude oil(a)
Exchange-traded		Long		14,023
Exchange-traded		Short		(26,774	)
Refined Products(b)
Exchange-traded		Long		3,124
Exchange-traded		Short		(7,062	)

^(a)  99.1 percent of these contracts expire in the third quarter of 2012.

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

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

(In millions)	Gain (Loss) Three Months Ended June 30,					Gain (Loss) Six Months Ended June 30,
Income Statement Location	2012		2011			2012		2011
Sales and other operating revenues	$	44	$	(4	)	$	38	$	(19	)
Cost of revenues		356		238			309		195
Other income		—		—			—		1
Total	$	400	$	234		$	347	$	177

20

16. Debt

Our outstanding borrowings at June 30, 2012 and December 31, 2011 consisted of the following:

(In millions)	June 30, 2012			December 31, 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)		327			299
Trade receivables securitization facility due 2014		—			—
Total		3,327			3,299
Unamortized discount		(10	)		(11	)
Fair value adjustments(b)		18			19
Amounts due within one year		(19	)		(15	)
Total long-term debt due after one year	$	3,316		$	3,292

^(a) These obligations as of June 30, 2012 include $128 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 June 30, 2012 and therefore do not reflect future lease obligations of $164 million related to the assets.

^(b) See Notes 14 and 15 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 June 30, 2012.

17. Supplemental Cash Flow Information

	Six Months Ended June 30,
(In millions)	2012		2011
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$	16	$	—
Income taxes paid to taxing authorities(a)		384		4
Non-cash investing and financing activities:
Property, plant and equipment contributed by Marathon Oil	$	—	$	74
Capital lease obligations increase		30		8
Acquisition:
Intangible asset acquired		3		—
Liability assumed		2		—

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

21

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:

	Six Months Ended June 30,
(In millions)	2012			2011
Additions to property, plant and equipment	$	635		$	517
Acquisitions(a)		155			74
Decrease in capital accruals		(76	)		(9	)
Total capital expenditures	$	714		$	582

^(a)  Excludes inventory acquired and liability assumed in 2012.

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

	Six Months Ended June 30,
(In millions)	2012		2011
Distributions to Marathon Oil per consolidated statements of cash flows	$	—	$	(699	)
Non-cash contributions from Marathon Oil		—		74
Distributions to Marathon Oil per consolidated statements of stockholders’ equity / net investment	$	—	$	(625	)

18. Defined Benefit Pension and Other Postretirement Plans

The following summarizes the components of net periodic benefit cost:

	Three Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2012			2011			2012		2011
Service cost	$	15		$	15		$	5	$	4
Interest cost		28			27			6		7
Expected return on plan assets		(25	)		(24	)		—		—
Amortization – prior service cost		2			1			—		—
– actuarial loss		22			17			—		—
– net settlement/curtailment loss		83			—			—		—
Net periodic benefit cost	$	125		$	36		$	11	$	11

	Six Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2012			2011			2012		2011
Service cost	$	32		$	33		$	10	$	9
Interest cost		55			54			13		14
Expected return on plan assets		(51	)		(48	)		—		—
Amortization – prior service cost		4			3			—		—
– actuarial loss		46			35			—		—
– net settlement/curtailment loss		83			—			—		—
Net periodic benefit cost	$	169		$	77		$	23	$	23

22

During the six months ended June 30, 2012, we made no contributions to our funded pension plans. We expect to make funding contributions of approximately $125 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 $8 million, respectively, during the six months ended June 30, 2012.

During the three months ended June 30, 2012, we determined that lump sum payments to employees retiring in 2012 will exceed the plan’s total service and interest costs for the year. Settlement losses are required to be recorded when lump sum payments exceed total service and interest costs. As a result, during the three months ended June 30, 2012, we recorded pension settlement expenses related to our cumulative lump sum payments made during the first six months of 2012.

On May 17, 2012, we communicated to our employees changes in the defined benefit pension plans for Speedway and the legacy portion of the Marathon Petroleum Retirement Plan effective January 1, 2013. Final average pensionable earnings used to calculate pension benefits under these plans will be fixed as of December 31, 2012. In addition, cap protection was added to limit potential annual lump sum distribution discount rate increases. These plan amendments resulted in an overall decrease in pension liabilities of approximately $537 million, with the offset primarily to other comprehensive income, which was recorded in the three months ended June 30, 2012. The benefit of this liability reduction will be amortized into income through 2024.

19. Stock-Based Compensation Plans

Stock Option Awards

The following table presents a summary of stock option award activity for the six months ended June 30, 2012:

	Number of Shares(a)			Weighted Average Exercise Price
Outstanding at December 31, 2011		9,372,370		$	33.08
Granted		766,543			42.04
Exercised		(1,713,725	)		22.07
Forfeited, canceled or expired		(81,560	)		39.09
Outstanding at June 30, 2012		8,343,628			36.10

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

The grant date fair value of stock option awards granted was $14.43 per share for the six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2012:

	Shares of Restricted Stock (“RS”)					Restricted Stock Units (“RSU”)
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		348,691		$	34.36		319,944	$	29.43
Granted		411,435			42.96		22,201		38.51
RS’s Vested/RSU’s Issued		(67,392	)		22.04		—		—
Forfeited		(4,873	)		38.06		—		—
Outstanding at June 30, 2012		687,861			40.69		342,145		30.02

23

Performance Unit Awards

During the six months ended June 30, 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 per unit, 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 six months ended June 30, 2012:

	Number of Units
Outstanding at December 31, 2011		—
Granted		2,040,000
Settled		—
Canceled		—
Outstanding at June 30, 2012		2,040,000

20. 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 June 30, 2012 and December 31, 2011, accrued liabilities for remediation totaled $119 million and $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 $48 million and $51 million at June 30, 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.

24

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, which extend through 2037. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $172 million as of June 30, 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 $49 million as of June 30, 2012.

We hold an interest in an 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 June 30, 2012.

Marathon Oil indemnifications—In conjunction with the Spinoff, we entered into arrangements with Marathon Oil providing indemnities and guarantees with recorded values of $12 million as of June 30, 2012, which consist of unrecognized tax benefits related to MPC, its consolidated subsidiaries and the RM&T Business operations prior to the Spinoff that are not already reflected in the unrecognized tax benefits described in Note 10, 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 June 30, 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 June 30, 2012, our contractual commitments to acquire property, plant and equipment and advance funds to equity method investees totaled $231 million.

25

21. Subsequent Events

On July 2, 2012, MPLX LP (“MPLX”), a wholly owned subsidiary of MPC, filed a registration statement on Form S-1 with the Securities and Exchange Commission. This filing was made in anticipation of a proposed initial public offering of common units representing limited interests in MPLX. The number of common units to be offered and the price range for the offering have not been determined. MPLX was formed by MPC to own, operate, develop and acquire crude oil, refined products and other hydrocarbon-based products pipelines and other midstream assets. Headquartered in Findlay, Ohio, MPLX’s initial assets are expected to consist of a 51 percent interest in a network of common carrier crude oil and products pipeline assets located in the Midwest and Gulf Coast regions and a 100 percent interest in a butane cavern in West Virginia. As of the date of this report, the registration statement is not effective. The completion of the offering is subject to numerous conditions, including market conditions, and we can provide no assurance that it will be successfully completed. Following the completion of the offering, we expect to consolidate MPLX into our financial statements since we will be the general partner of MPLX and will have the ability to direct the activities of MPLX that most significantly impact its economic performance.

In July 2012, the buyer of our Minnesota Assets successfully completed an initial public offering (“IPO”). The successful completion of this IPO triggered the provisions in our May 4, 2012 settlement agreement with the buyer to be effective. Under the settlement agreement, we are released from our obligation to pay margin support and the buyer is released from its obligation to pay us under the earnout provisions contained in the original sales agreement. Also, the buyer repurchased our existing preferred equity interest in the VIE, paid us $12 million for dividends accrued on our preferred equity interest and paid us $40 million of cash using proceeds from the offering, for total cash receipts of $132 million. In addition, the buyer issued us a new preferred security with a $45 million liquidation preference. As a result, we will recognize income before income taxes of approximately $183 million during the third quarter of 2012, which includes substantially all of the $89 million deferred gain that was recorded when the sale transaction was originally closed.

26

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 were provided by Marathon Oil during a transition period pursuant to a transition services agreement, which terminated on June 30, 2012.

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.

27

• 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 $814 million and $1.41 billion, or $2.38 and $4.07 per diluted share, for the second quarter and first six months of 2012 compared to net income of $802 million and $1.33 billion, or $2.24 and $3.72 per diluted share, for the second quarter and first six months of 2011. The increases were primarily due to our Refining & Marketing segment, which generated income from operations of $1.33 billion and $2.27 billion in the second quarter and first six months of 2012 compared to $1.26 billion and $2.06 billion in the second quarter and first six months of 2011. The increases in Refining & Marketing segment income from operations were due to an improved Refining & Marketing gross margin, which was primarily a result of a larger Chicago and U.S. Gulf Coast (“USGC”) Light Louisiana Sweet crude oil (“LLS”) 6-3-2-1 blended crack spread, partially offset by unfavorable crude oil acquisition costs. The increase in the first six months was also due to wider differentials between West Texas Intermediate crude oil (“WTI”) and other light sweet crudes such as LLS and an increase in WTI-priced crude oil volumes.

The Detroit refinery heavy oil upgrading and expansion project continues to be a significant portion of our 2012 capital spending. As of June 30, 2012, the project was approximately 96 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 2012.

Our Speedway segment generated income from operations of $107 million and $157 million in the second quarter and first six months of 2012 compared to income from operations of $80 million and $113 million in the second quarter and first six months of 2011. The increases were primarily due to increases in our merchandise gross margin and gasoline and distillates gross margin, partially offset by increases in operating expense.

In May 2012, Speedway LLC acquired 87 convenience stores situated throughout Indiana and Ohio from GasAmerica Services, Inc. In July 2012, Speedway LLC acquired 10 convenience stores throughout northern Kentucky and southwestern Ohio from Road Ranger LLC in exchange for cash and a truck stop location in the Chicago metropolitan area. These acquisitions support our strategic initiative to increase Speedway segment sales volumes and complement our existing network of assets.

Our Pipeline Transportation segment generated income from operations of $50 million and $92 million in the second quarter and first six months of 2012 compared to income from operations of $54 million and $105 million in the second quarter and first six months of 2011. The decreases primarily reflect reductions 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 in the first quarter of 2012. On July 25, 2012, an additional 2,776,036 shares were delivered to us, for a total of 20,357,380 repurchased shares, which concluded the ASR program. Upon final settlement, the average per share amount paid for all shares purchased under the ASR program was $41.75. After the effects of our ASR program, $1.15 billion of the $2.0 billion amount authorized by our board of directors was available for share repurchases at June 30, 2012.

On July 2, 2012, MPLX, a wholly owned subsidiary of MPC, filed a registration statement on Form S-1 with the Securities and Exchange Commission. This filing was made in anticipation of a proposed initial public offering of common units representing limited interests in MPLX. The number of common units to be offered and the price range for the offering have not been determined. MPLX was formed by MPC to own, operate, develop and acquire crude oil, refined products and other hydrocarbon-based products pipelines and other midstream assets. Headquartered in Findlay, Ohio, MPLX’s initial assets are expected to consist of a 51 percent interest in a network of common carrier crude oil and products pipeline assets located in the Midwest and Gulf Coast regions and a 100 percent interest in a butane cavern in West Virginia. As of the date of this report, the registration statement is not effective. The completion of the offering is subject to numerous conditions, including market conditions, and we can provide no assurance that it will be successfully completed.

28

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. When we were unable to reach agreement with the union, we declared impasse in the negotiations and implemented our last, best and final offer in late April 2012. We are in the process of working to resolve unfair labor practice charges the union has filed with the National Labor Relations Board. 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 proposed initial public offering of common units representing limited interests in MPLX 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 and 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 proposed initial public offering of common units representing limited interests in MPLX 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 which are calculated by reference to light 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 second quarter and first six months 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.

29

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, and we charge the related costs to expense when they are incurred. We had significant planned turnaround and major maintenance activities at our Garyville, Louisiana and Robinson, Illinois refineries during the first six months of 2012. During the first six months of 2011, significant planned turnaround and major maintenance activities occurred at our Canton, Ohio refinery.

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.

30

Results of Operations

Consolidated Results of Operations

	Three Months Ended June 30,									Six Months Ended June 30,
(In millions)	2012			2011			Variance			2012			2011			Variance
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$	20,240		$	20,732		$	(492	)	$	40,504		$	38,551		$	1,953
Sales to related parties		3			28			(25	)		4			51			(47	)
Income from equity method investments		9			17			(8	)		11			26			(15	)
Net gain on disposal of assets		1			4			(3	)		3			5			(2	)
Other income		4			13			(9	)		10			32			(22	)
Total revenues and other income		20,257			20,794			(537	)		40,532			38,665			1,867
Costs and expenses:
Cost of revenues (excludes items below)		16,789			16,654			135			34,098			31,211			2,887
Purchases from related parties		57			981			(924	)		120			1,766			(1,646	)
Consumer excise taxes		1,428			1,269			159			2,808			2,478			330
Depreciation and amortization		236			218			18			466			434			32
Selling, general and administrative expenses		376			288			88			639			505			134
Other taxes		64			59			5			138			127			11
Total costs and expenses		18,950			19,469			(519	)		38,269			36,521			1,748
Income from operations		1,307			1,325			(18	)		2,263			2,144			119
Related party net interest and other financial income		—			18			(18	)		—			35			(35	)
Net interest and other financial income (costs)		(17	)		(10	)		(7	)		(39	)		(24	)		(15	)
Income before income taxes		1,290			1,333			(43	)		2,224			2,155			69
Provision for income taxes		476			531			(55	)		814			824			(10	)
Net income	$	814		$	802		$	12		$	1,410		$	1,331		$	79

Consolidated net income was $12 million and $79 million higher in the second quarter and first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to a higher Refining & Marketing gross margin, which increased to $11.13 and $9.76 per barrel in the second quarter and first six months of 2012 from $10.78 and $8.78 per barrel in the second quarter and first six months of 2011.

Total revenues and other income decreased $537 million in the second quarter and increased $1.87 billion in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to changes in refined product selling prices.

Sales to related parties decreased $25 million in the second quarter and $47 million in the first six months of 2012 compared to the second quarter and first six months of 2011 primarily due to lower refined product and crude oil sales volumes. The crude oil sales in 2011 were to Marathon Oil, which are not classified as related party sales in periods subsequent to the Spinoff.

Income from equity method investments decreased $8 million in the second quarter and $15 million in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to $7 million and $12 million decreases in income from our investment in LOOP and $4 million and $5 million decreases in income from our ethanol investments. These impacts were partially offset in the second quarter of 2012 by a $3 million decrease in losses from our investment in Centennial. LOOP experienced reductions in shipment volumes in the second quarter and first six months of 2012 compared to the same periods of 2011. At June 30, 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 $9 million in the second quarter and $22 million in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to a decrease in income from transition services provided to the buyer of the Minnesota Assets and a decrease in dividends received from our investment in a pipeline company. The decrease for the first six months of 2012 was also due to a decrease in sales of Renewable Identification Numbers.

31

Cost of revenues increased $2.89 billion in the first six months of 2012 compared to the first six months of 2011. The increase in the first six months of 2012 was primarily due to higher acquisition costs of crude oil and refined products in the Refining & Marketing segment, which resulted from increased volumes. The increase in crude oil volumes was partially due to purchases from Marathon Oil not being classified as related party purchases in periods subsequent to the Spinoff. These impacts were partially offset by decreased acquisition costs of other charge and blendstocks, primarily due to decreased volumes. In the first six months of 2012, crude oil volumes were up 11 percent, refined product volumes were up 16 percent and other charge and blendstocks volumes were down 20 percent.

Purchases from related parties decreased $924 million in the second quarter and $1.65 billion in the first six months of 2012 compared to the second quarter and first six months of 2011. The decreases were 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 $88 million in the second quarter and $134 million first six months of 2012 compared to the second quarter and first six months of 2011. Employee compensation and benefits expenses comprised $81 million and $110 million of the increases, which was primarily due to $83 million of pension settlement expenses that were recognized in the second quarter of 2012. Contract service expenses increased $19 million and $42 million primarily due to higher information technology costs associated with being a separate stand-alone company and higher refinery-related contract services. These impacts were partially offset by lower shared services costs and having no allocations from Marathon Oil subsequent to the Spinoff.

Related party net interest and other financial income decreased $18 million in the second quarter and $35 million in the first six months of 2012 compared to the second quarter and first six months 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 $7 million in the second quarter and $15 million in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily reflecting decreased foreign currency gains and increased bank service and other fees. We capitalized third-party interest of $36 million in the second quarter and $66 million in the first six months of 2012 compared to $28 million and $48 million in the same periods of 2011. The capitalized interest is primarily associated with the Detroit refinery heavy oil upgrading and expansion project.

Provision for income taxes decreased $55 million in the second quarter of 2012 compared to the second quarter of 2011, primarily due to the $43 million decrease in income before income taxes and lower state income taxes. During the second quarter of 2011, state income tax legislative changes were enacted, primarily in Michigan, resulting in an increase in tax expense of $17 million. The effective income tax rate was 37 percent in the second quarter of 2012 compared to 40 percent in the second quarter of 2011. The provision for income taxes for the second quarter of 2011, which was prior to the Spinoff, was computed as if we were a stand-alone company. See Note 10 to the unaudited consolidated financial statements for further details.

Segment Results

Revenues are summarized by segment in the following table:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Refining & Marketing	$	18,805		$	19,412		$	37,728		$	36,017
Speedway		3,633			3,583			6,918			6,568
Pipeline Transportation		109			102			208			195
Segment revenues		22,547			23,097			44,854			42,780
Elimination of intersegment revenues		(2,302	)		(2,337	)		(4,344	)		(4,178	)
Total revenues	$	20,245		$	20,760		$	40,510		$	38,602
Items included in both revenues and costs:
Consumer excise taxes	$	1,428		$	1,269		$	2,808		$	2,478

32

Refining & Marketing segment revenues decreased $607 million in the second quarter and increased $1.71 billion in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to changes in refined product selling prices. Our average refined product selling prices were $3.01 per gallon and $3.04 per gallon in the second quarter and first six months of 2012 compared to $3.15 per gallon and $2.95 per gallon in the second quarter and first six months of 2011. The table below shows the average refined product benchmark prices for our marketing areas.

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars per gallon)	2012		2011		2012		2011
Chicago spot unleaded regular gasoline	$	2.89	$	3.12	$	2.88	$	2.85
Chicago spot ultra-low sulfur diesel		2.89		3.14		2.93		2.97
USGC spot unleaded regular gasoline		2.79		2.97		2.88		2.79
USGC spot ultra-low sulfur diesel		2.94		3.08		3.05		2.96

Refining & Marketing intersegment sales to our Speedway segment were $2.21 billion in the second quarter and $4.17 billion in the first six months of 2012 compared to $2.25 billion in the second quarter and $4.01 billion in the first six months of 2011. Intersegment refined product sales volumes were 678 million gallons in the second quarter and 1.29 billion gallons in the first six months of 2012 compared to 660 million gallons in the second quarter and 1.27 billion gallons in the first six months of 2011.

Speedway segment revenues increased $50 million in the second quarter and $350 million in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to higher gasoline and distillates sales, which increased $13 million and $271 million in the second quarter and first six months of 2012, and higher merchandise sales, which increased $33 million and $65 million in the same periods. The increase in gasoline and distillates sales in the second quarter was primarily due to higher sales volumes partially offset by lower selling prices while the increase in the first six months of 2012 was primarily due to higher sales volumes and higher selling prices. Our gasoline and distillates sales volumes increased 31 million gallons and 44 million gallons in the second quarter and first six months of 2012 compared to the same periods of 2011. Our gasoline and distillates selling prices averaged $3.62 per gallon and $3.57 per gallon in the second quarter and first six months of 2012 compared to $3.76 per gallon and $3.49 per gallon in the second quarter and first six months of 2011.

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

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Income from operations by segment:
Refining & Marketing	$	1,325		$	1,260		$	2,268		$	2,062
Speedway		107			80			157			113
Pipeline Transportation		50			54			92			105
Items not allocated to segments:
Corporate and other unallocated items (a)		(92	)		(69	)		(171	)		(136	)
Pension settlement expenses		(83	)		—			(83	)		—
Income from operations		1,307			1,325			2,263			2,144
Net interest and other financial income (costs) (b)		(17	)		8			(39	)		11
Income before income taxes	$	1,290		$	1,333		$	2,224		$	2,155

^(a)  Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses, including allocations from Marathon Oil for the periods ended June 30, 2011, and costs related to certain non-operating assets.

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

33

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 June 30,				Six Months Ended June 30,
(Dollars per barrel)	2012		2011		2012		2011
Chicago LLS 6-3-2-1 (a) (b)	$	9.11	$	7.38	$	4.76	$	3.80
USGC LLS 6-3-2-1 (a)		7.76		3.45		6.51		2.39
Blended 6-3-2-1 (c)		8.46		5.53		5.60		3.14
LLS		108.22		118.43		113.89		113.09
WTI		93.35		102.34		98.15		98.50
LLS—WTI differential		14.87		16.09		15.74		14.59
Sweet/Sour differential (a) (d)		10.50		11.02		12.09		11.71

^(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 MPC’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 $65 million in the second quarter and $206 million in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to a higher Refining & Marketing gross margin per barrel, which averaged $11.13 per barrel in the second quarter and $9.76 per barrel in the first six months of 2012 compared to $10.78 per barrel in the second quarter and $8.78 per barrel in the first six months of 2011. Our realized Refining & Marketing gross margin for the second quarter and first six months of 2012 improved from the same periods of 2011 primarily due to larger Chicago and USGC LLS 6-3-2-1 blended crack spreads. The increase in the first six months of 2012 was also due to wider differentials between WTI and other light sweet crudes such as LLS and an increase in WTI-priced crude oil volumes. The blended crack spread increased $2.93 per barrel and $2.46 per barrel in the second quarter and first six months of 2012, and we estimate this had positive impacts on our Refining & Marketing gross margin of $341 million and $590 million, respectively. The discount of WTI to LLS increased $1.15 per barrel in the first six months of 2012 as a result of logistical constraints in the U.S. mid-continent markets. We estimate this had a $207 million positive impact on our Refining & Marketing gross margin in the first six months of 2012.

For the second quarter 2012, the positive impacts on the Refining & Marketing gross margin were partially offset by a narrower sweet/sour differential, a reduced contango market structure and other unfavorable crude oil acquisition costs, as well as higher direct operating costs, primarily associated with higher planned turnaround and major maintenance expenses at our Robinson, Illinois refinery. For the first six months 2012, the positive impacts on the Refining & Marketing gross margin were partially offset by a decrease in the volume of sour crude oil processed, a reduced contango market structure and other unfavorable crude oil acquisition costs.

Within our refining system, sour crude accounted for 54 percent and 50 percent of our crude oil processed in the second quarter and first six months of 2012 compared to 54 percent in each of the same periods of 2011.

The 1,208 thousand barrels per day (“mbpd”) of crude oil refined in the second quarter and 1,177 mbpd in the first six months of 2012 was higher than the 1,196 mbpd in the second quarter and 1,155 mbpd in the first six months of 2011. Other charge and blendstocks throughput decreased 45 mbpd and 39 mbpd in the second quarter and first six months of 2012 compared to the same periods of 2011, primarily due to a combination of increased crude oil throughput and operational economics at our Garyville, Louisiana refinery.

34

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Refining & Marketing gross margin (dollars per barrel) (a)	$	11.13	$	10.78	$	9.76	$	8.78
Direct operating costs in Refining & Marketing gross margin (dollars per barrel): (b)
Planned turnaround and major maintenance	$	0.88	$	0.65	$	0.96	$	0.94
Depreciation and amortization		1.39		1.26		1.39		1.29
Other manufacturing (c)		3.05		2.94		3.11		3.23
Total	$	5.32	$	4.85	$	5.46	$	5.46
Refined product sales volumes (thousands of barrels per day) (d)		1,571		1,561		1,551		1,551

^(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 $27 million in the second quarter and $44 million in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to increases in merchandise gross margin and gasoline and distillates gross margin, partially offset by increases in operating expense attributable to an increase in the number of convenience stores. Merchandise gross margin was $203 million in the second quarter and $382 million in the first six months of 2012 compared to $178 million in the second quarter and $336 million in the first six months of 2011. The increases in the merchandise gross margin were primarily due to margin expansion resulting from higher merchandise and food sales system wide. Same-store merchandise sales increased 2.2 percent and 2.1 percent in the second quarter and first six months of 2012 compared to the same periods of 2011.

Speedway’s gasoline and distillates gross margin per gallon averaged 16.39 cents in the second quarter and 13.77 cents in the first six months of 2012, compared with 15.02 cents in the second quarter and 12.88 cents in the first six months of 2011. Same-store gasoline sales volume increased 2.1 percent and 0.5 percent in the second quarter and first six months of 2012 compared to the same periods of 2011. The primary factor affecting higher same-store gasoline sales volume in the second quarter of 2012 was the lower average retail price of gasoline.

Pipeline Transportation segment income from operations decreased $4 million in the second quarter and $13 million in the first six months of 2012 compared to the second quarter and first six months of 2011. The decrease primarily reflects a reduction in income from pipeline affiliates due to reduced shipment volumes.

Corporate and other unallocated expenses increased $23 million in the second quarter and $35 million in the first six months of 2012 compared to the second quarter and first six months of 2011, primarily due to our administrative units realizing the impact of being a stand-alone company in 2012 compared to expenses incurred prior to the June 30, 2011 Spinoff.

During the second quarter of 2012, we recorded pretax cumulative pension settlement expenses of $83 million resulting from the level of employee lump sum retirement distributions occurring in 2012. We anticipate recording additional pension settlement expenses of approximately $25 million in the third quarter 2012 based on lump sum distributions to be made during the quarter. However, this expected increase in pension expenses will be partially offset by an approximately $19 million reduction in pension expenses in the third quarter of 2012 associated with pension plan amendments made in the second quarter of 2012. See Note 18 to the unaudited consolidated financial statements for additional information on the pension plan amendments.

Liquidity and Capital Resources

Cash Flows

Our cash and cash equivalents balance was $1.90 billion at June 30, 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 $616 million in the first six months of 2012, compared to $952 million in the first six months of 2011. The $336 million decrease was primarily due to increases in working capital, partially offset by

35

higher noncash income adjustments. Changes in working capital were a net $1.86 billion use of cash in the first six months of 2012 compared to a net $882 million use of cash in the first six months of 2011. The $1.86 billion use of cash in the first six months of 2012 was primarily due to a decrease in accounts payable and accrued liabilities resulting primarily from decreases in crude oil payable volumes and prices, and an increase in inventories resulting primarily from increases in crude oil and refined product inventory volumes. Partially offsetting these uses of cash was a decrease in accounts receivable primarily caused by lower crude oil receivable volumes and prices. The $882 million use of cash in the first six months of 2011 was primarily due to the impact of increased crude oil and refined product prices on accounts receivable, the impact of decreased crude oil volumes on accounts payable and the impact of increased crude oil and refined product inventory volumes, partially offset by the impact of increased crude oil prices on accounts payable.

Net cash used in investing activities totaled $798 million in the first six months of 2012, compared to net cash provided by investing activities of $1.94 billion in the first six months of 2011. The $2.74 billion change was primarily due to net redemptions of related party debt securities in the first six months of 2011.

Net investments in related party debt securities was a source of cash of $2.40 billion in the first six months 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.

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:

	Six Months Ended June 30,
(In millions)	2012			2011
Additions to property, plant and equipment	$	635		$	517
Acquisitions(a)		155			74
Decrease in capital accruals		(76	)		(9	)
Total capital expenditures		714			582
Investments in equity method investees		7			7
Total capital expenditures and investments	$	721		$	589

^(a)  Excludes inventory acquired and liability assumed in 2012.

Capital expenditures and investments are summarized by segment below:

	Six Months Ended June 30,
(In millions)	2012		2011
Refining & Marketing	$	331	$	376
Speedway (a)		198		102
Pipeline Transportation		98		38
Corporate and Other (b)		94		73
Total	$	721	$	589

^(a) Includes acquisitions of 87 convenience stores in May 2012 and 23 convenience stores in May 2011.

^(b)  Includes capitalized interest of $66 million and $58 million for the six months ended June 30, 2012 and 2011, respectively.

The Detroit refinery heavy oil upgrading and expansion project comprised 60 percent and 61 percent (excluding capitalized interest associated with this project) of our Refining & Marketing segment capital spending in the first six months of 2012 and 2011, respectively.

Cash used in acquisitions increased $89 million in the first six months of 2012 compared to the first six months of 2011, primarily due to an increase in the number of convenience stores acquired by Speedway LLC, which acquired 87 convenience stores in May 2012 and 23 convenience stores in May 2011.

Cash provided by asset disposals decreased $127 million in the first six months of 2012 compared to the first six months of 2011, primarily due to the collection of a receivable in the first six months of 2011 related to the sale of our Minnesota Assets in December 2010.

36

Net cash used in financing activities totaled $1.00 billion in the first six months of 2012 and $1.39 billion in the first six months of 2011. The net use of cash in the first six months of 2012 was primarily due to the common stock repurchases under our ASR program and dividend payments. The net use of cash in the first six months of 2011 was primarily due to the net repayment of debt payable to Marathon Oil and its subsidiaries and net distributions to Marathon Oil, partially offset by cash provided by the issuance of long-term debt. These activities were undertaken to effect the Spinoff. See Note 16 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 $3.62 billion in the first six months 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.

Distributions to Marathon Oil totaled $699 million in the first six months of 2011, primarily related to net cash distributions paid to Marathon Oil to effect the Spinoff, partially offset by 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 June 30, 2012, our liquidity totaled $4.90 billion consisting of:

(In millions)	June 30, 2012
Cash and cash equivalents	$	1,895
Revolving credit agreement		2,000
Trade receivables securitization facility		1,000
Total	$	4,895

At June 30, 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 June 30, 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 79.1 to 1.0.

As of June 30, 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.

37

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 24 percent at June 30, 2012 and 26 percent at December 31, 2011 as shown in the calculation below.

(In millions)	June 30, 2012			December 31, 2011
Long-term debt due within one year	$	19		$	15
Long-term debt		3,316			3,292
Total debt	$	3,335		$	3,307
Calculation of debt-to-total-capital ratio:
Total debt	$	3,335		$	3,307
Plus stockholders’ equity		10,326			9,505
Total debt plus stockholders’ equity	$	13,661		$	12,812
Debt-to-total-capital ratio		24	%		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 June 30, 2012, we plan to make additional contributions of approximately $125 million to our funded pension plans in 2012.

On July 25, 2012, our board of directors approved a 35 cents per share dividend, payable September 10, 2012 to stockholders of record at the close of business on August 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. Under the ASR program, we received 17,581,344 shares of MPC common stock in the first quarter of 2012. On July 25, 2012, an additional 2,776,036 shares were delivered to us, for a total of 20,357,380 repurchased shares, which concluded the ASR program. The total number of shares repurchased under the ASR program was based 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. Upon final settlement, the average per share amount paid for all shares purchased under the ASR program was $41.75. 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 $2.0 billion amount authorized by our board of directors was available for share repurchases at June 30, 2012. The timing of repurchases, if any, outside of the ASR program will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time.

38

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 June 30, 2012, our contractual cash obligations included long-term debt, capital and operating lease obligations, purchase obligations and other long-term liabilities. There were no material changes to these obligations since December 31, 2011 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 arrangements with Marathon Oil providing various indemnities and guarantees. These arrangements are described in Note 20 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 six months ended June 30, 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.

39

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 six months ended June 30, 2012.

Critical Accounting Estimates

There have been no significant changes to our critical accounting estimates during the six months ended June 30, 2012.

Accounting Standards Not Yet Adopted

In July 2012, the FASB issued an accounting standards update which gives an entity the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, through the qualitative assessment, an entity determines that it is more likely than not that the intangible asset is impaired, the quantitative impairment test must then be performed. The accounting standards update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Early adoption is permitted. Adoption of this accounting standards update is not expected to have an impact on our consolidated results of operations, financial position or cash flows.

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.

40

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 14 and 15 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 first quarter 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 June 30, 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 June 30, 2012
Crude	$	(109	)	$	(271	)	$	119	$	298
Refined products		(34	)		(85	)		43		111

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 June 30, 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 June 30, 2012 is provided in the following table.

(In millions)	Fair Value			Incremental Change in Fair Value
Financial assets (liabilities)(a)
Long-term debt(b)	$	(3,359	) (c)	$	(336	) (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 June 30, 2012.

At June 30, 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.

41

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 June 30, 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 June 30, 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.

42

Supplementary Statistics (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Income from Operations by segment
Refining & Marketing	$	1,325		$	1,260		$	2,268		$	2,062
Speedway		107			80			157			113
Pipeline Transportation		50			54			92			105
Items not allocated to segments:
Corporate and other unallocated items		(92	)		(69	)		(171	)		(136	)
Pension settlement expenses		(83	)		—			(83	)		—
Income from operations	$	1,307		$	1,325		$	2,263		$	2,144
Capital Expenditures and Investments(a)
Refining & Marketing	$	178		$	220		$	331		$	376
Speedway (b)		187			97			198			102
Pipeline Transportation		60			24			98			38
Corporate and Other(c)		56			44			94			73
Total	$	481		$	385		$	721		$	589

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

^(b)  Includes acquisitions of 87 convenience stores in May 2012 and 23 convenience stores in May 2011.

^(c)  Includes capitalized interest of $36 million and $29 million for the three months ended June 30, 2012 and 2011, respectively and $66 million and $58 million for the six months ended June 30, 2012 and 2011, respectively.

43

Supplementary Statistics (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
MPC Consolidated Refined Product Sales Volumes (thousands of barrels per day)(a)		1,591		1,578		1,574		1,570
Refining & Marketing Operating Statistics
Refinery Throughputs (thousands of barrels per day):
Crude oil refined		1,208		1,196		1,177		1,155
Other charge and blendstocks		131		176		153		192
Total		1,339		1,372		1,330		1,347
Crude Oil Capacity Utilization percent(b)		101		105		99		101
Refined Product Yields (thousands of barrels per day):
Gasoline		724		744		720		738
Distillates		422		429		409		419
Propane		26		26		26		25
Feedstocks and special products		102		117		116		116
Heavy fuel oil		18		21		17		21
Asphalt		71		59		62		54
Total		1,363		1,396		1,350		1,373
Refining & Marketing Refined Product Sales Volume (thousands of barrels per day)(c)		1,571		1,561		1,551		1,551
Refining & Marketing Gross Margin (dollars per barrel)(d)	$	11.13	$	10.78	$	9.76	$	8.78
Direct Operating Costs in Refining & Marketing Gross Margin (dollars per barrel):(e)
Planned turnaround and major maintenance	$	0.88	$	0.65	$	0.96	$	0.94
Depreciation and amortization		1.39		1.26		1.39		1.29
Other manufacturing(f)		3.05		2.94		3.11		3.23
Total	$	5.32	$	4.85	$	5.46	$	5.46
Speedway Operating Statistics
Convenience stores at period-end		1,455		1,378
Gasoline & distillates sales (millions of gallons)		756		725		1,462		1,418
Gasoline & distillates gross margin (dollars per gallon)(g)	$	0.1639	$	0.1502	$	0.1377	$	0.1288
Merchandise sales (in millions)	$	776	$	743	$	1,471	$	1,406
Merchandise gross margin (in millions)	$	203	$	178	$	382	$	336
Pipeline Transportation Operating Statistics
Pipeline throughput (thousands of barrels per day)(h) :
Crude oil pipelines		1,193		1,221		1,157		1,197
Refined products pipelines		954		1,014		935		994
Total		2,147		2,235		2,092		2,191

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

^(b)  Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.

^(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.

44

Part II – Other Information

Item 1. Legal Proceedings

We are the subject of, or a party to, a number of pending or threatened legal proceedings involving a variety of matters, including matters relating to environmental laws and regulations. Any specific matters discussed below are either new proceedings or material developments in proceedings previously reported.

Litigation

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

Environmental Proceedings

As reported in our quarterly report on Form 10-Q for the quarter ended March 31, 2012, 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. In August 2012, we tentatively agreed to pay a civil penalty of $186,000 and are working with the MDEQ to finalize the terms of the Administrative Consent Order.

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

Administrative Proceedings

As reported in our quarterly report on Form 10-Q for the quarter ended March 31, 2012, 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”) on August 24, 2010 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. The civil penalty of $842,650 was paid in May 2012.

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.

45

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 June 30, 2012, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. There were no shares received during the second quarter of 2012 under our accelerated share repurchase program.

Period	Total Number of Shares Purchased(a)		Average Price Paid per Share(b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(c)
04/01/12—04/30/12		2,792	$	43.35		—	$	1,150,000,000
05/01/12—05/31/12		—		—		—		1,150,000,000
06/01/12—06/30/12		361		38.48		—		1,150,000,000
Total		3,153	$	42.79		—

^(a) 3,153 shares of our common stock were delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements.

^(b) “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.

^(c) 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 an accelerated share repurchase, or ASR, program and paid $850 million to purchase our common stock. Pursuant to the program, we received 9,986,000 and 7,595,344 shares of our common stock on February 3, 2012 and March 2, 2012, respectively. On July 25, 2012, an additional 2,776,036 shares of our common stock were delivered to us, for a total of 20,357,380 repurchased shares, which concluded the ASR program. Upon final settlement, the average per share amount paid for all shares purchased under the ASR program was $41.75.

46

Item 6. Exhibits

Incorporated by Reference

Filed Herewith

Furnished Herewith

Exhibit Number

Exhibit Description

Form

Exhibit

Filing Date

SEC File No.

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

X

10.1

Marathon Petroleum Corporation 2012 Incentive Compensation Plan

S-8

4.3

4/27/2012

333-181007

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.

X

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.

X

32.1

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

X

32.2

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

X

101.INS+

XBRL Instance Document.

X

101.SCH+

XBRL Taxonomy Extension Schema.

X

101.PRE+

XBRL Taxonomy Extension Presentation Linkbase.

X

101.CAL+

XBRL Taxonomy Extension Calculation Linkbase.

X

101.DEF+

XBRL Taxonomy Extension Definition Linkbase.

X

101.LAB+

XBRL Taxonomy Extension Label Linkbase.

X

+ 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.

47

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.

August 8, 2012	MARATHON PETROLEUM CORPORATION
	By:	/s/ Michael G. Braddock
		Michael G. Braddock
		Vice President and Controller

48

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

MARATHON PETROLEUM CORPORATION

AMENDED AND RESTATED

BYLAWS OF

MARATHON PETROLEUM CORPORATION

TABLE OF CONTENTS

		Page No.
ARTICLE I STOCKHOLDERS			1
Section 1.1	Annual Meetings		1
Section 1.2	Special Meetings		1
Section 1.3	Notice of Meetings		1
Section 1.4	Fixing Date for Determination of Stockholders of Record		2
Section 1.5	List of Stockholders Entitled to Vote		2
Section 1.6	Adjournments		2
Section 1.7	Quorum		3
Section 1.8	Organization		3
Section 1.9	Voting by Stockholders		3
Section 1.10	Business to be Conducted at Meetings		4
Section 1.11	Proxies		7
Section 1.12	Conduct of Meetings		7
ARTICLE II BOARD OF DIRECTORS			8
Section 2.1	Powers, Number, Qualifications, Classification and Vacancies		8
Section 2.2	Regular Meetings		9
Section 2.3	Special Meetings		9
Section 2.4	Telephonic Meetings		10
Section 2.5	Organization		10
Section 2.6	Order of Business		10
Section 2.7	Notice of Meetings		10
Section 2.8	Quorum; Vote Required for Action		10
Section 2.9	Board Action by Unanimous Written Consent in Lieu of Meeting		10
Section 2.10	Nomination of Directors; Qualifications		11
Section 2.11	Compensation		14
ARTICLE III BOARD COMMITTEES			14
Section 3.1	Board Committees		14
Section 3.2	Board Committee Rules		15
ARTICLE IV OFFICERS			15
Section 4.1	Designation		15
Section 4.2	Chief Executive Officer		15
Section 4.3	Powers and Duties of Other Officers		15

i

Section 4.4	Vacancies	15
Section 4.5	Removal	16
Section 4.6	Action with Respect to Securities of Other Corporations	16
ARTICLE V CAPITAL STOCK		16
Section 5.1	Share Certificates/Uncertificated Shares	16
Section 5.2	Transfer of Shares	16
Section 5.3	Ownership of Shares	16
Section 5.4	Regulations Regarding Shares	17
ARTICLE VI INDEMNIFICATION AND ADVANCEMENT OF EXPENSES		17
Section 6.1	Indemnification	17
Section 6.2	Advancement of Expenses	17
Section 6.3	Notice of Proceeding; Request for Indemnification	17
Section 6.4	Determination of Entitlement; No Change of Control	18
Section 6.5	Determination of Entitlement; Change of Control	18
Section 6.6	Presumptions	19
Section 6.7	Independent Counsel Expenses	20
Section 6.8	Adjudication to Enforce Rights	20
Section 6.9	Participation by the Corporation	21
Section 6.10	Nonexclusivity of Rights; Successors in Interest	22
Section 6.11	Insurance; Third-Party Payments; Subrogation	22
Section 6.12	Certain Actions for Which Indemnification Is Not Provided	23
Section 6.13	Definitions	23
Section 6.14	Notices under Article VI	24
Section 6.15	Contractual Nature of Rights; Contribution	24
Section 6.16	Indemnification of Employees, Agents and Fiduciaries	25
ARTICLE VII MISCELLANEOUS		25
Section 7.1	Fiscal Year	25
Section 7.2	Corporate Seal	25
Section 7.3	Self-Interested Transactions	25
Section 7.4	Form of Records	26
Section 7.5	Bylaw Amendments	26
Section 7.6	Notices; Waiver of Notice	26
Section 7.7	Resignations	27
Section 7.8	Books, Reports and Records	27
Section 7.9	Severability	27
Section 7.10	Facsimile Signatures	27
Section 7.11	Construction	27
Section 7.12	Captions	28

ii

AMENDED AND RESTATED

BYLAWS

OF

MARATHON PETROLEUM CORPORATION

The Board of Directors of Marathon Petroleum Corporation (the “Corporation”) by resolution has duly adopted these Amended and Restated Bylaws (these “Bylaws”) pursuant to Section 109 of the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings. The Corporation shall hold an annual meeting (each an “Annual Meeting”) of the holders of its capital stock (each, a “Stockholder”) each calendar year for the election of Directors of the Corporation (each, a “Director”) at such date, time and place as the Board of Directors of the Corporation (the “Board”) by resolution may designate, or if the Board does not designate a date, time and place, the Annual Meeting will be held at 10:00 a.m., Eastern Time, on the last Thursday in April, at the principal executive office of the Corporation. The Corporation may transact any other business, or act on any proposal, at an Annual Meeting which has properly come before that meeting in accordance with Section 1.10.

Section 1.2 Special Meetings. Any of the following may call a special meeting of Stockholders for any purpose or purposes at any time and designate the date, time and place of any such meeting: (i) the Chairman of the Board; (ii) the Chief Executive Officer; or (iii) the Board pursuant to a resolution approved by a majority of the Directors then in office. Except as the Restated Certificate of Incorporation of the Corporation (as amended or amended and restated from time to time and including each certificate of designation, if any, respecting any class or series of preferred stock of the Corporation which has been executed, acknowledged and filed in accordance with the DGCL (the “Certificate of Incorporation”)) or the DGCL or any other applicable law, statute, rule or regulation (collectively, “Applicable Laws”) otherwise require, no other person or persons may call a special meeting of Stockholders.

Section 1.3 Notice of Meetings. By or at the direction of the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation (the “Secretary”), whenever Stockholders are to take any action at a meeting, the Corporation will give a notice of that meeting to the Stockholders of record, as of the record date established pursuant to Section 1.4 for determining Stockholders entitled to notice of that meeting, which notice shall state the date, time and place of the meeting, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at the meeting, the record date for determining the Stockholders entitled to vote at the meeting, if such date is different from the record date for determining Stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which that meeting is called. Unless the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws otherwise require, the Corporation will give the notice of any meeting of Stockholders not less than 10 nor more than 60 days before the date of that meeting. Notice of any meeting of Stockholders need not be given to any Stockholder (a) if waived by such Stockholder in accordance with Section 7.6 or (b) to whom (i) notice of two consecutive Annual Meetings, and all notices of meetings to

1

such person during the period between such two consecutive Annual Meetings, or (ii) all, and at least two, payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, in either case (i) or (ii) above, have been mailed addressed to such person at such person’s address as shown on the records of the Corporation and have been returned as undeliverable; provided, however, that the exception in Section 1.3(b)(i) shall not be applicable to any notice given by electronic transmission that is returned as undeliverable. Any action or meeting taken or held without notice to such person shall have the same force and effect as if the notice had been duly given. If any person to whom notice need not be given in accordance with Section 1.3(b) delivers to the Corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated.

Section 1.4 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board by resolution may fix a record date, which record date: (a) must not precede the date on which the Board adopts the resolution; (b) in the case of a determination of Stockholders entitled to vote at any meeting of Stockholders or adjournment thereof, (i) will, unless Applicable Laws otherwise require, not be more than 60 nor less than 10 days before the date of the meeting and (ii) may, unless Applicable Laws otherwise require, be as of a date that is later than the record date established by the Board pursuant to this Section 1.4 to determine the stockholders entitled to notice of that meeting; and (c) in the case of any other action, will not be more than 60 days prior to that other action. If the Board does not fix a record date, (1) the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived in accordance with Section 7.6, at the close of business on the day next preceding the day on which the meeting is held and (2) the record date for determining Stockholders for any other purpose will be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders will apply to any adjournment of that meeting; provided, however, that the Board by resolution may fix a new record date for purposes of determining Stockholders entitled to notice of or to vote at the adjourned meeting.

Section 1.5 List of Stockholders Entitled to Vote. At least 10 days before each meeting of Stockholders, the Secretary will prepare a list of the Stockholders entitled to vote at that meeting pursuant to the requirements of section 219 of the DGCL as in effect at that time.

Section 1.6 Adjournments. Any meeting of Stockholders, annual or special, may be adjourned from time to time by (a) the Chairman of the Board or other Director or officer presiding over the meeting or (b) by the Stockholders representing a majority of shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on any matter brought before the meeting, whether or not a quorum is present, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof, and the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may

2

transact any business it might have transacted at the original meeting. If the adjournment is for more than 30 days or if, after adjournment the Board fixes a new record date for determining Stockholders entitled to notice of or to vote at the adjourned meeting, the Corporation will give notice of the adjourned meeting to each Stockholder of record (as of the applicable record date for determining Stockholders entitled to notice of the adjourned meeting) in accordance with Section 1.3.

Section 1.7 Quorum. Except as the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws otherwise provide: (i) at each meeting of Stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at the meeting will be necessary and sufficient to constitute a quorum; and (ii) the holders of capital stock of the Corporation so present and entitled to vote at any duly convened meeting at which the necessary quorum has been ascertained may continue to transact business until that meeting adjourns notwithstanding any withdrawal from that meeting of shares of capital stock counted in determining the existence of that quorum. Any shares held in the street name for which voting instructions have not been received from the beneficial owner and for which the broker does not have discretionary authority to vote (“Broker non-votes”) shall be considered present at the meeting for purposes of the determination of a quorum. In the absence of a quorum, the meeting may be adjourned from time to time in the manner provided in Section 1.6 until a quorum is present either in person or by proxy. Shares of the Corporation’s capital stock held in treasury by the Corporation or by another corporation, limited liability company, partnership or other entity in which the Corporation, directly or indirectly, holds a majority of the shares entitled to vote in the election of Directors (or the equivalent), will be neither entitled to vote nor counted for quorum purposes; provided, however, that the foregoing will not limit the right of the Corporation to vote shares of capital stock, including but not limited to its own capital stock, it holds in a fiduciary capacity.

Section 1.8 Organization. The Chairman of the Board will chair and preside over any meeting of Stockholders at which he or she is present. The Board will designate a Director or an officer of the Corporation to preside over any meeting of Stockholders from which the Chairman of the Board is absent. In the absence of such designation by the Board, the Chief Executive Officer will preside over any such meeting. The Secretary will act as secretary of meetings of Stockholders, but in his or her absence from any such meeting, the Chairman of the Board or other Director or officer presiding over that meeting may appoint any person to act as secretary of that meeting.

Section 1.9 Voting by Stockholders

(a) Voting on Matters Other than the Election of Directors. With respect to any matters as to which no other voting requirement is specified by the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws, or any policy or position statement adopted by the Board that is not inconsistent with any of the foregoing, the affirmative vote required for Stockholder action at a meeting at which a quorum is present shall be that of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter (including shares subject to Broker non-votes). In the case of a matter submitted for a vote of the Stockholders as to which a Stockholder approval requirement is applicable under the Stockholder

3

approval policy of any stock exchange or quotation system on which the capital stock of the Corporation is traded or quoted, the requirements (to the extent applicable to the Corporation) of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any provision of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), in each case for which no higher voting requirement is specified by the DGCL, the Certificate of Incorporation or these Bylaws, the vote required for approval shall be the requisite vote specified in such Stockholder approval policy, Rule 16b-3 or Internal Revenue Code provision, as the case may be (or the highest such requirement if more than one is applicable). For the approval or ratification of the appointment of independent public accountants (if submitted for a vote of the Stockholders) or the approval of any other matter recommended for approval to the Stockholders by the Board and for which no other voting requirement is specified by the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws or any policy or position statement adopted by the Board that is not inconsistent with any of the foregoing, including with respect to the compensation of executive and any advisory vote regarding executive compensation, the vote required for approval shall be the affirmative vote of a majority of the votes cast “for” or “against” by the Stockholders entitled to vote on the matter at a meeting of Stockholders at which a quorum is present. For purposes of these Bylaws, any shares subject to Broker non-votes and abstentions shall not be considered as votes cast.

(b) Voting in the Election of Directors. Unless otherwise provided in the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast by Stockholders entitled to vote in the election of Directors at a meeting of Stockholders at which a quorum is present.

Section 1.10 Business to be Conducted at Meetings

(a) Annual Meetings. At an Annual Meeting, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such Annual Meeting. To be properly brought before an Annual Meeting, business or proposals (other than any nomination of Directors, which is governed by Section 2.10) must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Section 1.3 or (ii) be properly brought before the meeting by a Stockholder who (A) is a Stockholder of record at the time of the giving of notice of the proposal in accordance with this Section 1.10 and on the record date for the determination of Stockholders entitled to vote at such Annual Meeting, (B) is entitled to vote at the Annual Meeting and (C) complies with the requirements of this Section 1.10, the DGCL and other Applicable Laws. Notwithstanding anything to the contrary in these Bylaws, only proposals that are proper subjects for Stockholder action may properly be introduced at an Annual Meeting. Clause (ii) of this Section 1.10(a) shall be the exclusive means for a Stockholder to submit business or proposals (other than director nominations, which are governed by Section 2.10) before an Annual Meeting. For a proposal to properly be brought before an Annual Meeting by a Stockholder pursuant to these provisions, in addition to any other applicable requirements, such Stockholder must give timely advance notice thereof in writing to the Secretary. To be timely, such Stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on the 90th day and not earlier than the close of business on the 120th day prior to the first anniversary of the date on which the Corporation first mailed proxy materials for the immediately preceding Annual Meeting to

4

stockholders; provided, however, that if the scheduled Annual Meeting date differs from the first anniversary date of the immediately preceding Annual Meeting by more than 30 days, notice by such Stockholder, to be timely, must be so delivered or received not later than the close of business on the 90th day prior to the scheduled date of the Annual Meeting or, if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, not later than the 10th day following the earlier of the date on which the notice of such meeting was mailed to Stockholders or the date on which such public disclosure was made. In no event shall any adjournment, postponement or deferral of an Annual Meeting or the announcement thereof commence a new time period for the giving of a Stockholder’s notice as described above.

(b) Form of Stockholder Proposals. Any Stockholder’s notice to the Secretary of business proposed to be brought before an Annual Meeting as contemplated by Section 1.10(a) shall set forth in writing as to each matter such Stockholder proposes to bring before the Annual Meeting: (i) a description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting, together with the text of the proposal or business (including the text of any resolutions proposed for consideration); (ii) as to such Stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (A) the name and address of such Stockholder, as it appears on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other Stockholders known by such Stockholder to be supporting such business or proposal, (B)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such Stockholder and such beneficial owner, (2) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of capital stock of the Corporation or any derivative or synthetic arrangement having characteristics of a long position in any class or series of shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such Stockholder and by such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship, the effect or intent of which is to increase or decrease the voting power of such Stockholder or beneficial owner with respect to any shares of any security of the Corporation, (4) any pledge by such Stockholder or beneficial owner of any security of the Corporation or any short interest of such Stockholder or beneficial owner in any security of the Corporation (for purposes of this Section 1.10 and Section 2.10, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Stockholder and by such beneficial owner that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-

5

based fee) that such Stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (B)(1) through (B)(7) above, any of the foregoing held by members of such Stockholder’s or beneficial owner’s immediate family sharing the same household or held by any other Stockholders or beneficial owners acting in concert with such Stockholder or beneficial owner (which information shall be supplemented by such Stockholder and beneficial owner, if any, not later than 10 days after the record date for the determination of Stockholders entitled to vote at the meeting, to disclose such ownership as of such record date), and (C) any other information relating to such Stockholder and beneficial owner, if any, that would be required to be disclosed in solicitations of proxies for the proposal, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (iii) any material interest of such Stockholder and beneficial owner, if any, in such business or proposal; and (iv) a description of all agreements, arrangements and understandings between such Stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with such business or proposal by such Stockholder.

(c) Duty to Update Information. A Stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.10 shall be true and correct as of the record date for the determination of Stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the determination of Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting and, if practicable (or, if not practicable, on the first practicable date prior to), any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). In addition, a Stockholder providing notice of business proposed to be brought before an Annual Meeting shall update and supplement such notice, and deliver such update and supplement to the principal executive offices of the Corporation, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Section 1.10.

(d) Chairman of the Board to Determine Whether Requirements Have Been Met. The Chairman of the Board or, if the Chairman of the Board is not presiding, the Director or officer presiding over the meeting of Stockholders shall determine whether the requirements of this Section 1.10 have been met with respect to any Stockholder proposal. If the Chairman of the Board or the other Director or officer presiding over such meeting determines that any Stockholder proposal was not made in accordance with the terms of this Section 1.10, he or she shall so declare at the meeting and any such proposal shall not be acted upon at the meeting.

(e) Special Meetings. At a special meeting of Stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been specified as the purpose of calling the special meeting or otherwise properly brought before such special

6

meeting. To be properly brought before such a special meeting, business or proposals must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Section 1.3 or (ii) constitute matters incident to the conduct of the meeting as the Chairman of the Board or the other Director or officer presiding over such meeting of the meeting shall determine to be appropriate.

(f) Additional Requirements. In addition to the foregoing provisions of this Section 1.10, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, to the extent such requirements apply to the Corporation, with respect to the matters set forth in this Section 1.10. Nothing in this Section 1.10 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement as required by Rule 14a-8 under the Exchange Act, to the extent such rule applies to the Corporation.

Section 1.11 Proxies. Each Stockholder entitled to vote at a meeting of Stockholders may authorize another person or persons to act for such Stockholder by proxy duly granted and authorized under the DGCL and other Applicable Laws. Proxies for use at any meeting of Stockholders shall be filed with the Secretary, or such other officer as the Board may from time to time determine by resolution to act as secretary of the meeting, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions relating to the qualification of voters, the validity of the proxies and the acceptance or rejection of votes, unless a different inspector or inspectors shall have been appointed by the Chairman of the Board or other Director or officer presiding over the meeting, in which event such inspector or inspectors shall decide all such questions.

Section 1.12 Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of meetings of Stockholders as it deems appropriate. Except to the extent inconsistent with such rules and regulations, if any, the Chairman of the Board or other Director or officer presiding over any meeting of Stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the Chairman of the Board or other Director or officer presiding over the meeting, are appropriate for the proper conduct of that meeting. Such rules, regulations or procedures whether adopted by the Board or prescribed by the Chairman of the Board or other Director or officer presiding over the meeting may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to Stockholders of record, their duly authorized and constituted proxies or such other persons as the Chairman of the Board or other Director or officer presiding over the meeting may determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; (f) limitations on the time allotted to questions or comments by participants; and (g) policies and procedures with respect to the adjournment of such meetings. Except to the extent the Board or the Chairman of the Board or other Director or Officer presiding over any meeting otherwise prescribes, no rules of parliamentary procedure will govern any meeting of Stockholders.

7

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Powers, Number, Qualifications, Classification and Vacancies

(a) Powers of the Board of Directors. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, the Board. In addition to the authority and powers conferred upon the Board by the DGCL, the Certificate of Incorporation or these Bylaws, the Board is hereby authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, the Certificate of Incorporation and these Bylaws; provided, however, that no Bylaw of the Corporation hereafter adopted, nor any amendment thereto, shall invalidate any prior act of the Board that would have been valid if such Bylaw or amendment thereto had not been adopted.

(b) Management. The Board shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures, consistent with the Certificate of Incorporation, these Bylaws and the DGCL, that (i) from time to time shall govern the Board, including, without limiting the generality of the foregoing, the vote required for any action by the Board and (ii) from time to time shall affect the Directors’ power to manage the business and affairs of the Corporation.

(c) Number of Directors. Within the limits specified in the Certificate of Incorporation, and subject to such rights, if any, of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more Directors as provided by the Certificate of Designation for such series of preferred stock, the number of Directors which will constitute the whole Board shall be fixed from time to time exclusively by, and may be increased or decreased from time to time exclusively by, the affirmative vote of a majority of the Directors then in office.

(d) Qualifications. Directors must be natural persons. Directors need not be residents of the State of Delaware or Stockholders. No person shall stand for election or re-election, or be nominated to stand for election or re-election, to the Board if such person has attained or will attain the age of 72 prior to the date of election or re-election; provided, however, that any previously elected Director may be nominated for re-election and may be re-elected to the Board through the date of the Annual Meeting next following the end of the calendar year 2013. Any Director elected or re-elected who attains the age of 72 during a term to which he or she was elected or re-elected shall continue to serve for the expiration of his or her term or until his or her earlier death, resignation or removal. At no time shall more than a minority of the number of Directors necessary to constitute a quorum at a meeting of Directors be persons who are not U.S. citizens. In the event that the number of Directors who are not U.S. citizens exceeds such permitted number, it is expected that one or more Directors (whichever number is required to be removed) who are not U.S. citizens will resign from the Board in reverse order of seniority based on such Directors’ length of service on the Board (with the Director who is not a U.S. citizen and has served on the Board the least amount of time resigning first) to reduce the number of Directors who are not U.S. citizens to a number permitted under this Section 2.1(d). Any resulting vacancies on the Board shall be filled in accordance with Section 2.1(f).

8

(e) Classification and Terms of Directors. As provided in the Certificate of Incorporation, the Directors, other than those, if any, who may be elected by the holders of any series of preferred stock of the Corporation pursuant to the Certificate of Designation for such series of preferred stock, shall be divided into three classes as nearly equal in size as is practicable: Class I, Class II and Class III. Each Director will serve for a three year term expiring on the date of the third Annual Meeting following the Annual Meeting at which that Director was elected; provided, however, that the Directors first designated as Class I Directors will serve for a term expiring on the date of the Annual Meeting next following the end of the calendar year 2011, the Directors first designated as Class II Directors will serve for a term expiring on the date of the Annual Meeting next following the end of the calendar year 2012, and the Directors first designated as Class III Directors will serve for a term expiring on the date of the Annual Meeting next following the end of the calendar year 2013. Each Director will hold office until the Annual Meeting at which that Director’s term expires and, the foregoing notwithstanding, until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. Any Director elected by the holders of a series of preferred stock of the Corporation will be elected for the term set forth in the Certificate of Designation for such series of preferred stock. At each annual election, the Directors chosen to succeed those whose terms then expire shall be of the same class as the Directors they succeed unless the Board shall have designated one or more directorships whose term then expires as directorships of another class in order to more nearly achieve equality of number of Directors among the classes.

(f) Vacancies. Unless otherwise provided by or pursuant to the Certificate of Incorporation, newly created directorships resulting from any increase in the number of Directors, and any vacancies on the Board resulting from death, resignation, removal or other cause, will be filled only by the affirmative vote of a majority of the Directors remaining in office, even if they constitute less than a quorum of the Board, or by the sole remaining Director if only one Director remains in office. Any Director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred, and until such Director’s successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise provided by or pursuant to the Certificate of Incorporation, no decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

Section 2.2 Regular Meetings. The Board will hold its regular meetings at such places within or without the State of Delaware, on such dates and at such times as the Board by resolution may determine from time to time, and any such resolution will constitute due notice to all Directors of the regular meeting or meetings to which it relates. By notice pursuant to Section 2.7, the Chairman of the Board or a majority of the Directors then in office may change the place, date or time of any regular meeting of the Board.

Section 2.3 Special Meetings. The Board will hold a special meeting at any place within or without the State of Delaware and on any date and at any time such a meeting is called by the Chairman of the Board or by a majority of the Directors then in office by giving notice of such special meeting in accordance with Section 2.7.

9

Section 2.4 Telephonic Meetings. Members of the Board may hold and participate in any Board meeting by means of conference telephone or other communications equipment that permits all persons participating in the meeting to hear each other, and participation of any Director in a meeting by such means will constitute the presence in person of that Director at such meeting for all purposes of these Bylaws, except in the case of a Director who so participates only for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at such meeting on the ground that the meeting has not been called or convened in accordance with the Certificate of Incorporation, these Bylaws, the DGCL or other Applicable Laws.

Section 2.5 Organization. The Chairman of the Board will chair and preside over meetings of the Board at which he or she is present. A majority of the Directors present at any meeting of the Board from which the Chairman of the Board is absent will designate one of their number as the chair of that meeting. The Secretary will act as secretary of meetings of the Board, but in his or her absence from any such meeting the chair of that meeting may appoint any person to act as secretary of that meeting.

Section 2.6 Order of Business. The Board will transact business at its meetings in such order as the Chairman of the Board or the Board may determine.

Section 2.7 Notice of Meetings. To call a special meeting of the Board, the Chairman of the Board or a majority of Directors then in office must give a timely notice to all of the Directors then in office of the time and place of, and the general nature of the business to be transacted at, such special meeting. The notice must be in writing or in an electronic transmission and if given by the majority of the Directors then in office, must be executed by each Director calling the meeting. To change the time or place of any regular meeting of the Board, the Chairman of the Board or a majority of the Directors then in office must give a timely notice to each Director of that change. To be timely, any notice required by this Section 2.7 must be delivered to each Director personally or by mail, facsimile, e-mail or other communication at least one day before the meeting to which it relates; provided, however, that notice of any meeting of the Board need not be given to any Director who waives the requirement of that notice in accordance with Section 7.6(b).

Section 2.8 Quorum; Vote Required for Action. At all meetings of the Board, the presence in person of a majority of the Directors then in office will constitute a quorum for the transaction of business, and the participation by a Director in any meeting of the Board will constitute that Director’s presence in person at that meeting unless that Director expressly limits that participation to objecting, at the beginning of the meeting, to the transaction of any business at that meeting on the ground that the meeting has not been called or convened in accordance with the DGCL, other Applicable Laws, the Certificate of Incorporation or these Bylaws. Except in cases in which the Certificate of Incorporation or these Bylaws otherwise provide, the vote of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.

Section 2.9 Board Action by Unanimous Written Consent in Lieu of Meeting. The Board, without a meeting, prior notice or a vote, may take any action it must or may take at any meeting, if all Directors then in office consent to such action in writing or by electronic

10

transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board that the Secretary is to keep.

Section 2.10 Nomination of Directors; Qualifications

(a) Director Nominations. Subject to such rights, if any, of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more Directors under circumstances as shall be provided by or pursuant to the Certificate of Incorporation, only persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible for election as, and to serve as, Directors. Nominations of persons for election to the Board at any Annual Meeting or special meeting of the Stockholders in lieu of an Annual Meeting for which Directors are to be elected may be made only by (i) the Board or at the direction of the Board or (ii) any Stockholder who is a Stockholder of record at the time of the giving of such Stockholder’s notice provided for in this Section 2.10 and on the record date for the determination of Stockholders entitled to vote at such meeting, who is entitled to vote at such meeting in the election of Directors and who complies with the requirements of this Section 2.10. Clause (ii) of this Section 2.10(a) shall be the exclusive means for a Stockholder to make any nomination of a person or persons for election as a Director. Any such nomination by a Stockholder shall be preceded by timely advance notice in writing to the Secretary pursuant to this Section 2.10.

(b) Timeliness of Stockholder Nominations. To be timely with respect to an Annual Meeting, notice of any Stockholder’s nomination must be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the date on which the Corporation first mailed proxy materials for the immediately preceding Annual Meeting to stockholders; provided, however, that (i) if the scheduled date of the Annual Meeting for which the nomination is to be considered differs from the first anniversary date of the immediately preceding Annual Meeting by more than 30 days, notice by such Stockholder, to be timely, must be so delivered or received not later than the close of business on the 90th day prior to the scheduled date of the Annual Meeting or, if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, not later than the 10th day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made; and (ii) if the number of Directors to be elected to the Board at such Annual Meeting is increased and there is no prior notice or public disclosure by the Corporation naming all of the nominees for Director or specifying the size of the increased Board at least 100 days prior to such anniversary date, a Stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if delivered to the principal executive offices of the Corporation not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made. To be timely with respect to a special meeting at which Directors are to be elected, notice of any Stockholder’s nomination must be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the scheduled special meeting date; provided, however, that if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or

11

made, notice by such Stockholder, to be timely, must be so delivered or received not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made. In no event shall any adjournment, postponement or deferral of an Annual Meeting or special meeting or the announcement thereof commence a new time period for the giving of a Stockholder’s notice as described above.

(c) Form of Stockholder’s Notice of Nominations. Notice of a Stockholder’s nomination delivered to the Secretary in accordance with this Section 2.10 shall set forth (i) as to each person whom such Stockholder proposes to nominate for election or re-election as a Director, (A) the name, age, country of citizenship, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) any other information relating to such person that would be required to be disclosed in solicitations of proxies for election of Directors in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, the written consent of such person to having such person’s name placed in nomination at the meeting and to serve as a Director if elected), and (D) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such Stockholder and such beneficial owner, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (ii) as to such Stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is made and the proposed nominee, (A) the name and address of such Stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other Stockholders known by such Stockholder to be supporting such nomination, (B)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such Stockholder, such beneficial owner and such nominee, (2) any Derivative Instrument directly or indirectly owned beneficially by such Stockholder, such beneficial owner and such nominee and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such Stockholder, beneficial owner or nominee with respect to any shares of any security of the Corporation, (4) any pledge by such Stockholder, beneficial owner or nominee of any security of the Corporation or any short interest of such Stockholder, beneficial owner or nominee in any security of the Corporation, (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Stockholder, beneficial owner and nominee that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Stockholder, beneficial owner or nominee is a general partner or, directly or indirectly, beneficially owns an

12

interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such Stockholder, beneficial owner or nominee is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (B)(1) through (B)(7) above, any of the foregoing held by members of such Stockholder’s, beneficial owner’s or nominee’s immediate family sharing the same household or held by any other Stockholders or beneficial owners with whom such Stockholder, beneficial owner or nominee is acting in concert (which information shall be supplemented by such Stockholder, beneficial owner, if any, and nominee not later than 10 days after the record date for the determination of Stockholders entitled to vote at the meeting to disclose such ownership as of such record date), and (C) any other information relating to such Stockholder, beneficial owner, if any, and nominee that would be required to be disclosed in solicitations of proxies for election of Directors in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such Stockholder’s notice to the Secretary shall also include or be accompanied by, with respect to each nominee for election or reelection to the Board, a completed and signed questionnaire, representation and agreement required by Section 2.10(e). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent Director or that could be material to a reasonable Stockholder’s understanding of the independence, or lack thereof, of such nominee.

(d) Duty to Update Information. A Stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to Section 2.10(c) shall be true and correct as of the record date for the determination of Stockholders entitled to vote at the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the determination of Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight business days prior to the date for the meeting and, if practicable (or, if not practicable, on the first practicable date prior to), any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). In addition, following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Section 2.10, a Stockholder that has provided notice of any nomination proposed to be made at a meeting, within 10 days after such event and in any event prior to that meeting, shall deliver an updated and supplemented notice to the Secretary.

(e) Nominee Requirements. To be eligible to be a nominee for election or reelection as a Director, a person must meet all of the qualifications to serve as a Director as set forth in these Bylaws, the DGCL or other Applicable Laws and deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.10(b)) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the

13

Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under the DGCL or other Applicable Laws, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(f) Chairman of the Board to Determine Whether Requirements and Qualifications Have Been Met. The Chairman of the Board or, if he or she is not presiding, the Director or officer presiding over the meeting of Stockholders shall determine whether or not any person nominated to serve as a Director meets the qualifications set forth in these Bylaws, the DGCL or other Applicable Laws and whether or not the requirements of this Section 2.10 have been met with respect to any nomination or purported nomination. If the Chairman of the Board or the other Director or officer presiding over such meeting determines that any purported nomination was not made in accordance with the requirements of this Section 2.10, or that the person so nominated is not qualified to serve as a Director, the Chairman of the Board or such presiding Director or officer shall so declare at the meeting and the defective nomination shall be disregarded.

Section 2.11 Compensation. Unless otherwise restricted by the DGCL or other Applicable Laws, the Board shall have the authority to fix the compensation of the Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary or other compensation as a Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing Board Committees may also be paid their expenses, if any, and an additional sum, salary or other compensation for attending Board Committee meetings.

ARTICLE III

BOARD COMMITTEES

Section 3.1 Board Committees. The Board may designate one or more Board Committees consisting of one or more of the Directors. The Board may designate one or more Directors as alternate members of any Board Committee, who may replace any absent or disqualified member at any meeting of that Committee. The Board may change the membership of any Board Committee and fill vacancies on any such Committee at any time. A majority of the members of any Board Committee will constitute a quorum for the transaction of business by that Committee unless the Board requires a greater number for that purpose. The Board may

14

elect a chair of any Board Committee. Except as otherwise set forth in these Bylaws, the election or appointment of any Director to a Board Committee will not create any contract rights for such Director, and the Board’s removal of any member of any Board Committee will not prejudice any contract rights that such Director otherwise may have. Subject to the DGCL or other Applicable Laws, each Board Committee the Board may designate pursuant to this Section 3.1 will have and may exercise all the powers and authorities of the Board to the extent the Board so provides. Each Board Committee may appoint such subcommittees as it may deem necessary, advisable or appropriate.

Section 3.2 Board Committee Rules. Unless the Board otherwise provides, each Board Committee may make, alter and repeal rules for the conduct of its business. In the absence of those rules, each Board Committee will conduct its business in the same manner as the Board conducts its business pursuant to ARTICLE II or any rules and procedures adopted by the Board in accordance with Section 2.1(b).

ARTICLE IV

OFFICERS

Section 4.1 Designation. The officers of the Corporation will consist of a Chief Executive Officer, President, Secretary, Treasurer and such senior or other Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board may elect or appoint from time to time. Any number of offices of the Corporation may be held by the same person. The Board shall also elect or appoint from among the Directors a person to act as Chairman of the Board who shall not be deemed to be an officer of the Corporation unless he or she has otherwise been elected or appointed as such. The Chairman of the Board must be a U.S. citizen.

Section 4.2 Chief Executive Officer. The Chief Executive Officer will, subject to the control of the Board: (i) have general supervision and control of the affairs, business, operations and properties of the Corporation; (ii) see that all orders and resolutions of the Board are carried into effect; and (iii) have the power to appoint and remove all subordinate officers, employees and agents of the Corporation, except for those the Board elects or appoints. The Chief Executive Officer also will perform such other duties and may exercise such other powers as generally pertain to his or her office or these Bylaws or the Board by resolution assigns to him or her from time to time. The Chief Executive Officer must be a U.S. citizen.

Section 4.3 Powers and Duties of Other Officers. The other officers of the Corporation will have such powers and duties in the management of the Corporation as the Board by resolution may prescribe and, except to the extent so prescribed, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.4 Vacancies. Whenever vacancies occur in any office by death, resignation, increase in the number of officers of the Corporation or otherwise, the same shall be filled by the Board or the Chief Executive Officer, and the officer so elected shall hold office until such officer’s successor is elected or appointed or until his or her earlier death, resignation or removal.

15

Section 4.5 Removal. Any officer or agent elected or appointed by the Board or the Chief Executive Officer may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract, common law and statutory rights, if any, of the person so removed. Except as otherwise provided in these Bylaws, no election or appointment of an officer or agent, or service of such officer or agent in such capacity, in and of itself, will create contract rights.

Section 4.6 Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board, the Chairman of the Board, the Chief Executive Officer, the President, any Vice President and the Treasurer of the Corporation shall each have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

CAPITAL STOCK

Section 5.1 Share Certificates/Uncertificated Shares. Shares of capital stock of the Corporation will be uncertificated and shall not be represented by certificates except as to the extent required by Applicable Laws or as may otherwise be authorized by the Secretary of the Corporation. Ownership of all uncertificated shares shall be evidenced by book entry notation on the books of the Corporation. Any shares of capital stock represented by a certificate shall be issued in such form as approved by the Board. No certificate representing shares, if any, will be valid unless it is signed by or in the name of the Corporation in accordance with the DGCL. Any certificates issued by the Corporation for any class of capital stock shall be consecutively numbered. The name of the person owning the shares represented thereby, with the class and number of such shares and the date of issue shall be entered in the books and records of the Corporation.

Section 5.2 Transfer of Shares. The Corporation may act as its own transfer agent and registrar for shares of its capital stock or use the services of one or more transfer agents and registrars as the Board by resolution may appoint from time to time. Transfers of uncertificated shares shall be made on the books of the Corporation upon receipt of proper transfer instructions from the registered holder or from such holder’s attorney upon presentment of a power of attorney or other proper evidence of succession, assignment or authority to transfer in accordance with customary procedures for transferring shares in uncertificated form. Transfers of shares, if any, represented by certificates will be made on the books of the Corporation only upon receipt by the Corporation of the certificate or certificates representing such shares properly endorsed for transfer or accompanied by appropriate stock transfer powers. No transfer of shares shall be valid until such transfer has been made upon the books of the Corporation.

Section 5.3 Ownership of Shares. Unless otherwise required by the DGCL or other Applicable Laws, the Corporation may regard the person in whose name any shares issued by the Corporation are registered in the stock transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to Section 1.4) as the owner of such shares at that time for all purposes including but not limited to voting, receiving

16

distributions thereon or notices in respect of, transferring, exercising rights of dissent with respect to, entering into agreements with respect to, or giving proxies with respect to such shares; and neither the Corporation nor any of its officers, Directors, employees or agents shall be liable for regarding that person as the owner of such shares at that time for any of those purposes.

Section 5.4 Regulations Regarding Shares. The Board will have the power and authority to make all such additional rules and regulations, or authorize the Corporation’s transfer agent or registrar to make such additional rules and regulations, as the Board or the transfer agent or registrar, as the case may be, may deem expedient or desirable concerning the issue, transfer and registration of shares of capital stock of the Corporation.

ARTICLE VI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Indemnification. The Corporation shall, to the fullest extent permitted by the DGCL and other Applicable Laws in effect on the effective date of these Bylaws, and to such greater extent as the DGCL or other Applicable Laws may thereafter permit, indemnify and hold each Indemnitee (as this and all other capitalized words used in this ARTICLE VI and not previously defined in these Bylaws are defined in Section 6.13) harmless from and against any and all Losses and any and all reasonable Expenses incurred by such Indemnitee in connection with any Proceeding in which such Indemnitee is made or threatened to be made a party, or is made or threatened to be made a witness, by reason of the fact that such Indemnitee is or was a Director or officer of the Corporation or is or was serving in another Corporate Capacity at the request of the Corporation.

Section 6.2 Advancement of Expenses. In the event of any threatened or pending Proceeding that may give rise to a right of indemnification to an Indemnitee under this ARTICLE VI, following a written request to the Corporation by such Indemnitee pursuant to Section 6.3, the Corporation shall promptly pay to the Indemnitee, or pay directly to the third party or parties to whom such Expenses are payable, amounts to cover all reasonable Expenses incurred by such Indemnitee in such Proceeding in advance of its final disposition upon the receipt by the Corporation of (a) a written undertaking executed by or on behalf of such Indemnitee providing that the Indemnitee will repay the advances if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as provided in this ARTICLE VI or otherwise under the DGCL or other Applicable Laws and (b) reasonably satisfactory evidence as to the amount and nature of such Expenses incurred.

Section 6.3 Notice of Proceeding; Request for Indemnification. Promptly upon receipt by an Indemnitee of notice of the commencement of, or a threat to commence, any Proceeding for which such Indemnitee anticipates or contemplates making a claim for indemnification or advancement of Expenses pursuant to this ARTICLE VI, the Indemnitee shall notify the Corporation of the commencement or threat of commencement of such Proceeding; provided, however, that any delay in so notifying the Corporation shall not constitute a waiver or release by the Indemnitee of his or her rights hereunder and that any omission by the Indemnitee to so notify the Corporation shall not relieve the Corporation from any liability that it may have to the Indemnitee otherwise than under this ARTICLE VI unless and only to the extent that the Corporation can demonstrate that it was materially prejudiced by such delay or omission. The

17

Indemnitee, along with the notice of commencement of, or threat to commence, such Proceeding, shall submit to the Secretary a written claim for indemnification and advancement of Expenses. Such written claim shall contain sufficient information to reasonably inform the Corporation about the nature of the Proceeding and the extent of the indemnification and advancement of Expenses sought by the Indemnitee. The Secretary shall promptly advise the Board of such claim.

Section 6.4 Determination of Entitlement; No Change of Control. If there has been no Change of Control on or before the date of the determination of an Indemnitee’s entitlement to indemnification pursuant to this ARTICLE VI, such determination shall be made in accordance with Section 145(d) of the DGCL. If the determination is to be made by an Independent Counsel, the Corporation shall furnish notice to the Indemnitee, within 10 days after receipt of the Indemnitee’s claim for indemnification, specifying the identity and address of the selected Independent Counsel. The Indemnitee may, within 14 days after receipt of such written notice, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of an Independent Counsel (as set forth in Section 6.13) and the objection shall set forth with particularity the factual basis for such assertion. If the Indemnitee so objects to the selection of an Independent Counsel, the Corporation may petition the Court for a determination that the Indemnitee’s objection is without a reasonable basis, and the Indemnitee may petition the Court for the appointment of an Independent Counsel selected by the Court. No Independent Counsel may serve if a timely objection has been made to his or her selection until a court has determined that such objection is without a reasonable basis.

Section 6.5 Determination of Entitlement; Change of Control. If there has been a Change of Control on or before the date of the determination of an Indemnitee’s entitlement to indemnification pursuant to this ARTICLE VI, such determination shall be made in a written opinion by an Independent Counsel selected by the Indemnitee. The Indemnitee shall give the Corporation written notice advising of the identity and address of the Independent Counsel so selected. The Corporation may, within 14 days after receipt of such written notice of selection, deliver to the Indemnitee a written objection to such selection. The Indemnitee, within 14 days after the receipt of such objection from the Corporation, may submit the name of another Independent Counsel and the Corporation, within seven days after receipt of such written notice, may deliver to the Indemnitee a written objection to the Indemnitee’s second selection. Any objections referred to in this Section 6.5 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of an Independent Counsel (as set forth in Section 6.13) and such objection shall set forth with particularity the factual basis for such assertion. The Indemnitee may petition the Court for a determination that the Corporation’s objection to the first or second selection of an Independent Counsel is without a reasonable basis or for the appointment of an Independent Counsel selected by the Court. No Independent Counsel may serve if a timely objection has been made to his or her selection until a court has determined that such objection is without a reasonable basis. Upon the final selection of an Independent Counsel in accordance with this Section 6.5, the disinterested members of the Board shall direct the Independent Counsel to make a determination of the Indemnitee’s entitlement to indemnification in a written opinion as permitted under Section 145(d) of the DGCL.

18

Section 6.6 Presumptions. In any determination or adjudication of an Indemnitee’s right to receive indemnification or advancement of Expenses pursuant to this ARTICLE VI:

(a) Standard of Conduct Presumed to Have Been Satisfied. Any Indemnitee shall be presumed to have satisfied the applicable standard of conduct under the DGCL or other Applicable Laws to entitle him or her to indemnification in accordance with Section 6.1, and the Corporation shall have the burden of proof to overcome the presumption by clear and convincing evidence.

(b) No Effect of Adverse Resolution of Proceeding. The termination of any Proceeding, or of any Matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, in and of itself, shall not adversely affect the right of an Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy the applicable standard of conduct under the DGCL or other Applicable Laws to entitle him or her to indemnification.

(c) Employee Plans. A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan of the Corporation shall be deemed to have acted in good faith and in a manner not opposed to the best interests of the Corporation.

(d) Reliance on Books and Records; Opinions, Reports. A person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action was taken in reliance upon (i) the records or books of account or other records of the Corporation or another entity for which such person is or was serving in a Corporate Capacity at the request of the Corporation, (ii) information, opinions, reports or statements presented to him or her or to the Corporation or another entity for which such person is or was serving in a Corporate Capacity at the request of the Corporation by any of the Corporation’s or such other entity’s officers, employees or Directors, or Board Committees, or by any other person as to matters that the person relying on such information reasonably believes are in such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation or such other entity or (iii) on information or records given or reports made to the Corporation, or to another entity for which such person is or was serving in a Corporate Capacity at the request of the Corporation, by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by or on behalf of the Corporation or such other entity. The provisions of this paragraph shall not be deemed to be exclusive or to limit in any way the circumstances in which an Indemnitee may be deemed to have met the applicable standards of conduct for determining entitlement to rights under this ARTICLE VI.

(e) Expenses Presumed Reasonable. An Indemnitee will have the burden of showing that the Indemnitee actually incurred any Expenses for which the Indemnitee requests indemnification or advancement pursuant to Section 6.1 or Section 6.2. If the Corporation has made any advance payments in respect of any Expenses incurred by the Indemnitee without objecting in writing to the Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by the Indemnitee will be deemed for all purposes hereunder to

19

have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expenses for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and the Corporation will have the burden of proof to overcome that presumption.

(f) No Knowledge Imputed to Indemnitee. Neither the knowledge nor the conduct of any other Director, officer, employee, agent, manager, member, representative, administrator or other official of the Corporation, or any other entity for which an Indemnitee is or was serving at the request of the Corporation, shall be imputed to the Indemnitee.

(g) Presumed to be Serving at the Request of the Corporation. A person serving in a Corporate Capacity with a direct or indirect subsidiary of the Corporation or another entity in the course of carrying out his or her duties to the Corporation or any direct or indirect subsidiary of the Corporation will, absent evidence to the contrary, be deemed to be serving in such Corporate Capacity at the request of the Corporation regardless of whether or not such request was made in writing.

Section 6.7 Independent Counsel Expenses. The Corporation shall pay any and all reasonable fees and expenses of an Independent Counsel selected or appointed pursuant to this ARTICLE VI and in any Proceeding brought pursuant to Section 6.8 to which such Independent Counsel is a party or witness in respect of its investigation and written report. The Corporation shall also pay all reasonable fees and expenses incident to the procedures in which such Independent Counsel was selected or appointed, including all reasonable fees and expenses incident to a Court petition to select or appoint an Independent Counsel.

Section 6.8 Adjudication to Enforce Rights. In the event that (a) a determination is made pursuant to Section 6.4 or Section 6.5 that an Indemnitee is not entitled to indemnification under this ARTICLE VI; (b) advancement of Expenses is not timely made pursuant to Section 6.2; (c) a determination to be made pursuant to Section 6.4 (unless such determination is to be made by Independent Counsel) is not made and furnished to Indemnitee in writing within 60 days after the date of the Indemnitee’s claim for indemnification delivered pursuant to Section 6.3; (d) an Independent Counsel has not made and delivered a written opinion determining the claim for indemnification (i) within 90 days after being appointed by the Court, (ii) within 90 days after objections to his or her selection have been overruled by the Court or (iii) within 90 days after the time for the Corporation or Indemnitee to object to such Independent Counsel’s selection has expired; or (e) payment of indemnification is not made within five days after a determination in favor of the Indemnitee has been made pursuant to Section 6.4 or Section 6.5, the Indemnitee may petition the Court to enforce his or her rights to indemnification and/or advancement of Expenses pursuant to this ARTICLE VI. In the event that a determination shall have been made that the Indemnitee is not entitled to indemnification, any adjudication commenced pursuant to this Section 6.8 shall be conducted in all respects as a de novo trial on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. If a determination shall have been made or is deemed to have been made pursuant to Section 6.4 or Section 6.5 that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 6.8, or otherwise, unless the Indemnitee knowingly misrepresented a material fact in connection with the claim for indemnification, or such indemnification is prohibited by Applicable Laws. In the event of any

20

determination pursuant to Section 6.4 or Section 6.5 that is adverse to the Indemnitee, the Indemnitee must commence Proceedings under this Section 6.8 within one year following notice of such determination to the Indemnitee or be bound by such determination for all purposes under this ARTICLE VI. The Corporation shall be precluded from asserting in any Proceeding commenced pursuant to this Section 6.8 that the procedures and presumptions of this ARTICLE VI are not valid, binding and enforceable. If an Indemnitee prevails in any Proceeding brought pursuant to this Section 6.8, then the Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him or her in such Proceeding. If it shall be determined in such Proceeding that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, then the Expenses incurred by Indemnitee in connection with such Proceeding shall be prorated between the Indemnitee and the Corporation based upon the percentage that the amount of indemnification and Expenses awarded to the Indemnitee in such Proceeding bears to the total amount of indemnification and Expenses sought by the Indemnitee in such Proceeding.

Section 6.9 Participation by the Corporation. With respect to any Proceeding (or any Matter therein) to which the Corporation is not a party: (a) the Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that, and for so long as, the Corporation has agreed in writing that an Indemnitee is entitled to full indemnification for a Proceeding or any Matter therein, the Corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; and (c) the Corporation shall not be liable to indemnify the Indemnitee under this ARTICLE VI for any amounts paid in settlement of any action or claim effected without its prior written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Corporation to the Indemnitee of the Corporation’s election to assume the defense of a Proceeding (or any Matter therein) pursuant to this Section 6.9, the Corporation will not be liable to the Indemnitee under this ARTICLE VI for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise provided below. The Indemnitee shall have the right to employ his or her own counsel in such Proceeding, but the fees and expenses of such counsel incurred after the Corporation has assumed the defense thereof shall be at the expense of the Indemnitee unless the employment of separate counsel by Indemnitee has been authorized by the Corporation. Notwithstanding the foregoing, the Corporation shall have no right to assume the defense of any Proceeding or any Matter therein if (x) the Indemnitee reasonably concludes that there is a conflict of interest between the Corporation and the Indemnitee in the conduct of the defense of such Proceeding or Matter; (y) the Corporation does not employ counsel or otherwise fails to diligently defend such Proceeding or Matter; or (z) the Proceeding involves allegations of criminal violations against the Indemnitee, and the fees and expenses of counsel employed by Indemnitee shall be subject to advancement and indemnification (and all limitations thereto) pursuant to the terms of this ARTICLE VI. The Corporation shall not settle any Proceeding or any Matter therein in any manner that would impose any restrictions or unindemnified Losses on the Indemnitee without Indemnitee’s prior written consent, which consent shall not be unreasonably withheld.

21

Section 6.10 Nonexclusivity of Rights; Successors in Interest

(a) Nonexclusivity. The rights of indemnification and advancement of Expenses as provided by this ARTICLE VI shall not be deemed exclusive of any other rights to which an Indemnitee may at any time be entitled under the DGCL or other Applicable Laws, the Certificate of Incorporation, these Bylaws, any agreement, a vote of Stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this ARTICLE VI or any provision of these Bylaws shall be effective as to any Indemnitee for acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal was adopted. The provisions of this ARTICLE VI shall be deemed to preclude the indemnification of any person who is not specified in this ARTICLE VI as having the right to receive indemnification.

(b) Successors in Interest. The provisions of this ARTICLE VI shall inure to the benefit of any Indemnitee and his or her heirs, executors, administrators or personal representatives and be binding upon, and enforceable against, the Corporation and its successors and assigns, including (a) any resulting or surviving entity or entities of any consolidation or merger in which the Corporation is a constituent entity and ceases to exist as a separate entity; and (b) any successor of all or substantially all of the assets and properties of the Corporation (in which event, the Corporation shall cause any such successor of the Corporation’s assets and properties to agree to assume the obligations of the Corporation under this ARTICLE VI).

Section 6.11 Insurance; Third Party Payments; Subrogation. The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any Losses or Expenses, whether or not the Corporation would have the power to indemnify such person against such Losses or Expenses under the DGCL or other Applicable Laws. The Corporation shall not be liable under this ARTICLE VI to make any payment of amounts otherwise payable hereunder if, but only to the extent that, an Indemnitee has previously actually received such payment of such amounts from a third party under any insurance policy, contract, agreement or other arrangement. Without limiting the effect of the foregoing, in the event that any Indemnitee is entitled to indemnification or advancement of Expenses for the same Losses or Expenses from both the Corporation under this ARTICLE VI or otherwise and another entity (other than a wholly-owned subsidiary of the Corporation, whether owned directly by the Corporation or indirectly through other subsidiaries) as a result of such Indemnitee serving in a Corporate Capacity for such other entity, then, as between the Corporation and such other entity, the Corporation’s obligations to provide indemnification or advancement of Expenses will be secondary to the obligations of such other entity, and the Corporation will only be obligated to pay such indemnification or advancement of Expenses upon the denial of any claim for such indemnification or advancement of Expenses by such other entity. In the event of any payment hereunder, the Corporation shall be subrogated to the extent of such payment to all the rights of recovery of an Indemnitee, who shall execute all documents or other instruments and take all other actions, at the Corporation’s expense, as are reasonably requested by the Corporation and necessary to secure such rights, including the execution of any documents necessary to enable the Corporation to bring a Proceeding to enforce such rights.

22

Section 6.12 Certain Actions for Which Indemnification Is Not Provided. Notwithstanding any other provision of this ARTICLE VI, no person shall be entitled to indemnification or advancement of Expenses under this ARTICLE VI with respect to (a) any Proceeding or any Matter therein initiated by such person or any counter-claim or third-party claim made or threatened in response to a Proceeding initiated by such person except for (i) any Proceeding authorized by the Corporation or (ii) any Proceeding brought by an Indemnitee pursuant to Section 6.8 or otherwise to enforce his or her rights under this ARTICLE VI, or (b) any claim made against an Indemnitee for an accounting of profits, under Section 16(b) of the Exchange Act or any similar provision of the DGCL or other Applicable Laws, from the purchase and sale, or sale and purchase, by the Indemnitee of securities of the Corporation.

Section 6.13 Definitions. For purposes of this ARTICLE VI:

“Change of Control” means a change in control of the Corporation after the date Indemnitee acquired his or her Corporate Capacity, which shall be deemed to have occurred in any one of the following circumstances occurring after such date: (i) there shall have occurred an event that is or would be required to be reported with respect to the Corporation in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, if the Corporation is or were subject to such reporting requirement; (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 40% or more of the combined voting power of the Corporation’s then outstanding voting securities without prior approval of at least two-thirds of the members of the Board in office immediately prior to such person’s attaining such percentage interest; (iii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Directors then in office thereafter; (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including, for this purpose, any new Director whose election or nomination for election by the Stockholders was approved by a vote of at least two-thirds of the Directors then still in office who were Directors at the beginning of such period) cease for any reason to constitute a majority of the Directors then in office; or (v) approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation, other than a liquidation or dissolution in connection with a transaction to which clause (iii) above applies.

“Corporate Capacity” describes the status of an individual as (i) a Director or officer of the Corporation, or (ii) a director, officer, manager, partner, member, member representative, trustee or other duly appointed official of any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise or entity.

“Court” means the Court of Chancery of the State of Delaware or any other court of competent jurisdiction.

“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, expert fees, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the

23

types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

“Indemnitee” means any person who is or is threatened to be made a party or witness in any Proceeding by reason of serving as a Director or officer of the Corporation or in another Corporate Capacity at the request of the Corporation.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the five years previous to his, her or its selection or appointment has been, retained to represent: (i) the Corporation or the applicable Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

“Losses” means losses, judgments, fines, penalties, damages, amounts paid in settlement and other actual out of pocket losses.

“Matter” means a claim, a material issue or a substantial request for relief.

“Proceeding” means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative or investigative.

Section 6.14 Notices under Article VI. Any communication required or permitted to be given to the Corporation under this ARTICLE VI shall be addressed to the Secretary at the Corporation’s principal office and any such communication to an Indemnitee shall be addressed to the Indemnitee’s address as shown on the Corporation’s records unless he or she specifies otherwise and shall be personally delivered, delivered by U.S. Mail, or delivered by commercial express overnight delivery service, or by facsimile, electronic mail or other means of electronic transmission consented to by the intended recipient. Any such notice shall be effective upon receipt.

Section 6.15 Contractual Nature of Rights; Contribution

(a) Contractual Nature of Rights. The rights to indemnification and advancement of Expenses provided in this ARTICLE VI shall be considered the equivalent of a contract right that vests upon the occurrence or alleged occurrence of any act or omission that forms the basis for or is related to the Proceeding for which indemnification or advancement of Expenses is sought by an Indemnitee, to the same extent as if the provisions of this ARTICLE VI were set forth in a separate, written contract between such Indemnitee and the Corporation. Such rights shall survive the termination of any Indemnitee’s service, whether by resignation, removal or otherwise, and will continue to be effective with respect to actions taken or events occurring, in whole or in part, during the term of such Indemnitee’s office regardless of when any Proceeding giving rise to an Indemnitee’s rights under this ARTICLE VI are commenced. No repeal, amendment or modification to this ARTICLE VI, or any provisions of these Bylaws, will limit, restrict or otherwise adversely affect the rights of any Indemnitee with respect to any actions taken or events occurring, in whole or part, prior to the date of such repeal, amendment or

24

modification regardless of when any Proceeding giving rise to an Indemnitee’s rights under this ARTICLE VI are commenced.

(b) Contribution. If it is established that any Indemnitee has the right to be indemnified under Section 6.1 or is entitled to advancement of Expenses under Section 6.2 in respect of any Proceeding, or Matter therein, but that right is unenforceable by reason of any Applicable Laws or public policy, then, to the fullest extent permitted by Law, the Corporation, in lieu of indemnifying the Indemnitee in accordance with Section 6.1, will contribute or cause to be contributed an amount to the Indemnitee to offset the Losses the Indemnitee has incurred, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses reasonably incurred, in connection with such Proceeding or Matter, as is deemed fair and reasonable in light of all the circumstances of the Proceeding or Matter in order to reflect: (i) the relative benefits that the Indemnitee and the Corporation have received as a result of the events or transactions giving rise to the Proceeding or Matter; or (ii) the relative fault of the Indemnitee and of the Corporation and its other employees, officers or agents in connection with the events or transactions.

Section 6.16 Indemnification of Employees, Agents and Fiduciaries. The Corporation, by adoption of a resolution of the Board, may indemnify and advance Expenses to a person who is an employee, agent or fiduciary of the Corporation including any such person who is or was serving at the request of the Corporation as a employee, agent or fiduciary of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other entity to the same extent and subject to the same conditions (or to such lesser extent and/or with such other conditions as the Board may determine) under which it may indemnify and advance Expenses to an Indemnitee under this ARTICLE VI. The Board, by resolution, may delegate its right and authority to approve the indemnification of, or the advancement of Expenses to, any employee, agent or fiduciary of the Corporation to the Chief Executive Officer or any Vice President, in consultation with the General Counsel or other chief legal officer of the Corporation.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December of each year or as otherwise provided by a resolution adopted by the Board.

Section 7.2 Corporate Seal. The Corporation may adopt a corporate seal, which will have the name of the Corporation inscribed thereon and will be in such form as the Board by resolution may approve from time to time.

Section 7.3 Self-Interested Transactions. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other entity in which one or more of its Directors or officers are Directors or officers (or hold equivalent offices or positions), or have a financial interest, will be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or Board Committee which authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if: (i) the material facts as to his or her

25

relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the Board Committee, and the Board or Board Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) the material facts as to the Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of those Stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a Board Committee or the Stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Board Committee which authorizes the contract or transaction.

Section 7.4 Form of Records. Any records the Corporation maintains in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of electronic media or any other information storage device or system, provided that such records so kept can be converted into clearly legible paper form within a reasonable time.

Section 7.5 Bylaw Amendments. The Board has the power to adopt, amend, repeal or restate from time to time these Bylaws. Any adoption, amendment, repeal or restatement of these Bylaws by the Board shall require the approval of a majority of the Directors then in office. The Stockholders shall also have the power to adopt, amend, repeal or restate these Bylaws at any meeting of the Stockholders before which such matter has been properly brought in accordance with Section 1.10; provided, however, that, except for any amendment, repeal or restatement approved by a majority of the Directors then in office prior to submission for a Stockholder vote, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by the DGCL or other Applicable Laws or by the Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then issued and outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to adopt, amend, repeal or restate any provision of these Bylaws.

Section 7.6 Notices; Waiver of Notice.

(a) Delivery of Notice. Any notice required to be given to any Director under the provisions of the DGCL or other Applicable Laws, the Certificate of Incorporation or these Bylaws, will be deemed to be sufficient if given (i) by facsimile, electronic mail or other form of electronic transmission or (ii) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his or her address as it appears in the records of the Corporation, and that notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be. Any notice required to be given to any Stockholder under the provisions of the DGCL or other Applicable Laws, the Certificate of Incorporation or these Bylaws, will be deemed to be sufficient if given (i) by facsimile, electronic mail or other form of electronic transmission consented to by such Stockholder or (ii) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his or her address as it appears in the records of the Corporation, and that notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be.

26

(b) Waiver of Notice. As to any notice required to be given to any Stockholder or Director under the provisions of the DGCL or other Applicable Laws, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to that notice or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, will be equivalent to the giving of that notice. Attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting solely for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, the Board or any Board Committee need be specified in any written waiver of notice or any waiver by electronic transmission unless the Certificate of Incorporation or these Bylaws so require.

Section 7.7 Resignations. Any Director or officer of the Corporation may resign at any time. Any such resignation shall be made by notice in writing (including by electronic transmission) provided to the Chairman of the Board, the Chief Executive Officer or the Secretary and shall take effect at the time specified in such notice, or, if such notice does not specify any time, at the time of its receipt by the Chairman of the Board, the Chief Executive Officer or the Secretary. The acceptance of a resignation by the Chairman of the Board, in the case of a Director or officer, or by the Chief Executive Officer or Secretary in the case of an officer, will not be necessary to make it effective, unless that resignation expressly so provides.

Section 7.8 Books, Reports and Records. The Corporation shall keep books and records of account and shall keep minutes of the proceedings of the Stockholders, the Board and each Board Committee. Each Director and each member of any Board Committee shall, in the performance of his or her duties, be fully protected in relying in good faith on the books of account or other records of the Corporation and on information, opinions, reports or statements presented to him or her or to the Corporation by any of the Corporation’s officers, employees or other Directors, or Board Committees, or by any other person as to matters the Director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 7.9 Severability. If any provision or provisions of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and the provisions of these Bylaws so held to be invalid, illegal or unenforceable shall be modified to the extent necessary to be conformed with Applicable Laws and to give effect, to the fullest extent possible, the intent manifested hereby.

Section 7.10 Facsimile Signatures. Facsimile or electronic signatures of the Chairman of the Board, any other Director, or any officer or officers of the Corporation may be used whenever and as authorized by the Board.

Section 7.11 Construction. When used in these Bylaws, the word “hereunder” and words of similar import refer to these Bylaws as a whole and not to any provision of these Bylaws, and the words “Article” and “Section” refer to Articles and Sections of these Bylaws

27

unless otherwise specified. Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter. The word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning. Except as otherwise provided, wherever any statute, rule or regulation, or any section or provision thereof, is referred to in these Bylaws such reference shall be deemed to include any amendment or modification thereof from time to time, or any successor statute, rule or regulation.

Section 7.12 Captions. Captions to Articles and Sections of these Bylaws are included for convenience of reference only and do not constitute a part of these Bylaws for any other purpose or in any way affect the meaning or construction of any provision of these Bylaws.

Adopted: May 30, 2012

28

EX-31.1

Exhibit 31.1

MARATHON PETROLEUM CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gary R. Heminger, certify that:

1. I have reviewed this report on Form 10-Q of Marathon Petroleum Corporation;

2. 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;

3. 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;

4. 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

5. 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: August 8, 2012	/s/ Gary R. Heminger
	Gary R. Heminger
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

MARATHON PETROLEUM CORPORATION

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Donald C. Templin, certify that:

1. I have reviewed this report on Form 10-Q of Marathon Petroleum Corporation;

2. 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;

3. 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;

4. 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

5. 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: August 8, 2012	/s/ Donald C. Templin
	Donald C. Templin
	Senior Vice President and Chief Financial Officer

EX-32.1

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 June 30, 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.

August 8, 2012

/s/ Gary R. Heminger

Gary R. Heminger

President and Chief Executive Officer

EX-32.2

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 June 30, 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.

August 8, 2012

/s/ Donald C. Templin

Donald C. Templin

Senior Vice President and Chief Financial Officer

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2012

Assets And Liabilities Accounted For At Fair Value On A Recurring Basis

	June 30, 2012
(In millions)	Level 1			Level 2		Level 3		Collateral			Total
Commodity derivative instruments, assets	$	134		$	—	$	—	$	15		$	149
Other assets		2			—		—		—			2
Total assets at fair value	$	136		$	—	$	—	$	15		$	151
Commodity derivative instruments, liabilities	$	(90	)	$	—	$	—	$	(59	)	$	(149	)

	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	)

Reconciliation Of Net Beginning And Ending Balances Recorded For Net Assets And Liabilities Classified As Level 3

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Beginning balance	$	—		$	2,764		$	—		$	2,402
Total realized and unrealized gains (losses) included in net income		(2	)		1			(2	)		—
Purchases of PFD Preferred Stock(a)		—			6,972			—			10,326
Redemptions of PFD Preferred Stock(a)		—			(9,737	)		—			(12,730	)
Settlements of derivative instruments		2			(2	)		2			—
Ending balance	$	—		$	(2	)	$	—		$	(2	)

^(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.

Assets Measured At Fair Value On A Nonrecurring Basis

	Six Months Ended June 30, 2012
(In millions)	Fair Value		Impairment
Other noncurrent assets	$	—	$	14

Financial Instruments At Fair Value, Excluding Derivative Financial Instruments

	June 30, 2012				December 31, 2011
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial assets:
Investments	$	280	$	93	$	289	$	93
Other		29		28		31		30
Total financial assets	$	309	$	121	$	320	$	123
Financial liabilities:
Long-term debt(a)	$	3,359	$	3,008	$	3,203	$	3,008
Deferred credits and other liabilities		24		24		21		21
Total financial liabilities	$	3,383	$	3,032	$	3,224	$	3,029

^(a)  Excludes capital leases Excludes capital leases

XML

Variable Interest Entity (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Dec. 01, 2010 BPD
Minnesota Assets [Member]
Variable Interest Entity [Line Items]
Refinery capacity, barrel-per-day					74,000
Preferred equity interest in the entity		$ 80		$ 80
Maximum earnout provision payable to the company		125
Term of payment of maximum earnout provision payable to the company, years		8 years
Maximum margin support payable to the buyer		60
Term of payment of maximum margin support payable to the buyer, years		2 years
Maximum margin support payable to buyer, in USD per year		30
Collection of receivable due from buyer			107
Receivable due from buyer				107
Guarantees with a maximum exposure		11
Deferred gain on sale		89
Received for transition services provided to the buyer	36	2	69
Maximum exposure to loss		$ 160
SuperAmerica [Member]
Variable Interest Entity [Line Items]
Number of convenience stores disposed					166
Wisconsin [Member]
Variable Interest Entity [Line Items]
Number of convenience stores disposed					6

XML

Related Party Transactions (Sales To Related Parties) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Related Party Transaction [Line Items]
Sales to related parties	$ 3	$ 28	$ 4	$ 51
Centennial [Member]
Related Party Transaction [Line Items]
Sales to related parties	1	14	1	34
Other Equity Method Investees [Member]
Related Party Transaction [Line Items]
Sales to related parties	2	2	3	4
Marathon Oil Companies [Member]
Related Party Transaction [Line Items]
Sales to related parties		$ 12		$ 13

XML

Fair Value Measurements (Financial Instruments At Fair Value, Excluding Derivative Financial Instruments) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Percent of trade receivables and payables with balances outstanding greater than 90 days	1.00%
Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	$ 93		$ 93
Other	28		30
Total financial assets	121		123
Long-term debt	3,008	[1]	3,008	[1]
Deferred credits and other liabilities	24		21
Total financial liabilities	3,032		3,029
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments	280		289
Other	29		31
Total financial assets	309		320
Long-term debt	3,359	[1]	3,203	[1]
Deferred credits and other liabilities	24		21
Total financial liabilities	$ 3,383		$ 3,224

[1] Excludes capital leases Excludes capital leases

XML

Income Per Common Share (Narrative) (Detail)				3 Months Ended		6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011	Jun. 30, 2012 Stock-Based Compensation Awards [Member]	Jun. 30, 2011 Stock-Based Compensation Awards [Member]	Jun. 30, 2012 Stock-Based Compensation Awards [Member]	Jun. 30, 2011 Stock-Based Compensation Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock distributed	358,000,000	357,000,000	356,337,127
Excluded from diluted share calculation				5,000,000	4,000,000	4,000,000	4,000,000

XML

Supplemental Cash Flow Information (Reconciliation Of Contributions From (Distributions To) Marathon Oil) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Distributions to Marathon Oil per consolidated statements of cash flows	$ (699)
Non-cash contributions from Marathon Oil	74
Distributions to Marathon Oil per consolidated statements of stockholders' equity / net investment	$ (625)

XML

Spinoff, Description Of Business And Basis Of Presentation (Detail)	6 Months Ended
	Jun. 30, 2012
Spinoff Description Of Business And Basis Of Presentation [Line Items]
Separation and distribution agreement date of Spin off transaction	May 25, 2011
Distribution of MPC common stock	Jun. 30, 2011
Stock spin off conversion ratio	0.50
Minority ownership interest of the company	0.00%

XML

Income per Common Share (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Earnings Per Common Share

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2012		2011		2012		2011
Basic earnings per share:
Allocation of earnings:
Net income	$	814	$	802	$	1,410	$	1,331
Income allocated to participating securities		2		—		3		—
Income available to common stockholders—basic	$	812	$	802	$	1,407	$	1,331
Weighted average common shares outstanding		340		356		344		356
Basic earnings per share	$	2.39	$	2.25	$	4.09	$	3.74
Diluted earnings per share:
Allocation of earnings:
Net income	$	814	$	802	$	1,410	$	1,331
Income allocated to participating securities		2		—		3		—
Income available to common stockholders—diluted	$	812	$	802	$	1,407	$	1,331
Weighted average common shares outstanding		340		356		344		356
Effect of dilutive securities		1		2		2		2
Weighted average common shares, including dilutive effect		341		358		346		358
Diluted earnings per share	$	2.38	$	2.24	$	4.07	$	3.72

XML

Defined Benefit Pension And Other Postretirement Plans (Components Of Net Periodic Benefit Cost) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 15	$ 15	$ 32	$ 33
Interest cost	28	27	55	54
Expected return on plan assets	(25)	(24)	(51)	(48)
Amortization - prior service cost	2	1	4	3
Amortization - actuarial loss	22	17	46	35
Amortization - net settlement/curtailment loss	83		83
Net periodic benefit cost	125	36	169	77
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	4	10	9
Interest cost	6	7	13	14
Expected return on plan assets
Amortization - prior service cost
Amortization - actuarial loss
Amortization - net settlement/curtailment loss
Net periodic benefit cost	$ 11	$ 11	$ 23	$ 23

XML

Derivatives (Open Commodity Derivative Contracts) (Detail)	6 Months Ended
	Jun. 30, 2012
Crude Oil Exchange-Traded [Member]
Derivative [Line Items]
Percentage of derivative contracts expiring in the period	99.10%
Derivative contract expiration date	Sep. 30, 2012
Refined Products Exchange-Traded [Member]
Derivative [Line Items]
Percentage of derivative contracts expiring in the period	100.00%
Derivative contract expiration date	Sep. 30, 2012
Long [Member] | Crude Oil Exchange-Traded [Member]
Derivative [Line Items]
Notional Contracts (in thousands of Total Barrels)	14,023	[1]
Long [Member] | Refined Products Exchange-Traded [Member]
Derivative [Line Items]
Notional Contracts (in thousands of Total Barrels)	3,124	[2]
Short [Member] | Crude Oil Exchange-Traded [Member]
Derivative [Line Items]
Notional Contracts (in thousands of Total Barrels)	(26,774)	[1]
Short [Member] | Refined Products Exchange-Traded [Member]
Derivative [Line Items]
Notional Contracts (in thousands of Total Barrels)	(7,062)	[2]

[1] 99.1 percent of these contracts expire in the third quarter of 2012.

[2] 100 percent of these contracts expire in the third quarter of 2012.

XML

Stockholders' Equity (Detail) (USD $)	6 Months Ended		1 Months Ended			6 Months Ended
	Jun. 30, 2012	Feb. 03, 2012	Jul. 25, 2012 Share Repurchase Program, Shares Delivered Subsequent to Period End [Member]	Jul. 25, 2012 Share Repurchase Program, Shares Delivered Subsequent to Period End [Member] Common Stock [Member]	Feb. 01, 2012 Share Repurchase Plan [Member]	Jun. 30, 2012 Share Repurchase Plan [Member]
Subsequent Event [Line Items]
Stock repurchase plan authorized amount					$ 2,000,000,000
Total authorized amount available for share repurchase						1,150,000,000
Share repurchase plan period (in years)						2 years
Repurchase shares of MPC common stock under ASR program		$ 850,000,000
Shares received under ASR program	17,581,344		20,357,380	2,776,036
Average per share amount under ASR program (in USD per share)			$ 41.75

XML

Supplemental Cash Flow Information (Summary Of Supplemental Cash Flow Information) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$ 16
Income taxes paid to taxing authorities	384	[1]	4	[1]
Non-cash investing and financing activities:
Property, plant and equipment contributed by Marathon Oil			74
Capital lease obligations increase	30		8
Acquisition:
Intangible asset acquired	3
Liability assumed	$ 2

[1] U.S. federal and most state income taxes, if incurred, were paid by Marathon Oil for periods prior to the Spinoff.

XML

Supplementary Statistics (Supplemental Statistics) (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended		3 Months Ended				6 Months Ended
	May 31, 2012 Store	May 31, 2011 Store	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Supplementary Statistics [Line Items]
Income from operations			$ 1,307		$ 1,325		$ 2,263		$ 2,144
Capital expenditures and investments			425	[1],[2]	341	[1],[3]	627	[1],[2]	516	[1],[3]
Capital expenditures and investments, Total			481	[1]	385	[1]	721	[1]	589	[1]
Number of convenience stores acquired	87	23
Capitalized interest			36		29		66		58
Refining & Marketing [Member]
Supplementary Statistics [Line Items]
Income from operations			1,325		1,260		2,268		2,062
Capital expenditures and investments			178	[1],[2]	220	[1],[3]	331	[1],[2]	376	[1],[3]
Speedway [Member]
Supplementary Statistics [Line Items]
Income from operations			107		80		157		113
Capital expenditures and investments			187	[1],[2],[4]	97	[1],[3],[4]	198	[1],[2],[4]	102	[1],[3],[4]
Number of convenience stores acquired							87		23
Pipeline Transportation [Member]
Supplementary Statistics [Line Items]
Income from operations			50		54		92		105
Capital expenditures and investments			60	[1],[2]	24	[1],[3]	98	[1],[2]	38	[1],[3]
Corporate And Other Unallocated Item [Member]
Supplementary Statistics [Line Items]
Income from operations			(92)		(69)		(171)		(136)
Pension Settlement Expenses [Member]
Supplementary Statistics [Line Items]
Income from operations			(83)				(83)
Corporate And Other [Member]
Supplementary Statistics [Line Items]
Capital expenditures and investments			56	[1],[5]	44	[1],[5]	94	[1],[5]	73	[1],[5]
Capitalized interest			$ 36		$ 29		$ 66		$ 58

[1] Capital expenditures include changes in capital accruals.

[2] Includes Speedway's acquisition of 87 convenience stores in May 2012.

[3] Includes Speedway's acquisition of 23 convenience stores in May 2011.

[4] Includes acquisitions of 87 convenience stores in May 2012 and 23 convenience stores in May 2011.

[5] Includes capitalized interest of $36 million and $29 million for the three months ended June 30, 2012 and 2011, respectively and $66 million and $58 million for the six months ended June 30, 2012 and 2011, respectively.

XML

Stock-Based Compensation Plans (Summary Of Stock Option Award Activity) (Detail) (Stock Options [Member], USD $)	6 Months Ended
	Jun. 30, 2012
Stock Options [Member]
Outstanding at December 31, 2011, Number of Shares	9,372,370	[1]
Granted, Number of Shares	766,543	[1]
Exercised, Number of Shares	(1,713,725)	[1]
Forfeited, canceled or expired, Number of Shares	(81,560)	[1]
Outstanding at June 30, 2012, Number of Shares	8,343,628	[1]
Outstanding at December 31, 2011, Weighted-Average Exercise Price (in USD per share)	$ 33.08
Granted, Weighted-Average Exercise Price (in USD per share)	$ 42.04
Exercised, Weighted-Average Exercise Price (in USD per share)	$ 22.07
Forfeited, canceled or expired, Weighted-Average Exercise Price (in USD per share)	$ 39.09
Outstanding at June 30, 2012, Weighted-Average Exercise Price (in USD per share)	$ 36.10
Weighted average grant date fair value of stock option awards granted (in USD per share)	$ 14.43
Share-based compensation arrangement by share-based payment award fair value assumptions expected volatility rate - Company stock weighting (in percentage)	25.00%
Share-based compensation arrangement by share-based payment award fair value assumptions expected volatility rate - Peer stock weighting (in percentage)	75.00%

[1] Includes an immaterial number of stock appreciation rights.

XML

Supplementary Statistics (Operating Statistics) (Detail) (USD $)	3 Months Ended				6 Months Ended
	Jun. 30, 2012 BPD		Jun. 30, 2011 BPD		Jun. 30, 2012 BPD		Jun. 30, 2011 BPD
Operating Statistics [Line Items ]
MPC Consolidated Refined Product Sales Volumes (thousands of barrels per day)	1,591	[1]	1,578	[1]	1,574	[1]	1,570	[1]
Refining & Marketing [Member]
Refinery Throughputs (thousands of barrels per day):
Crude oil refined (thousands of barrels per day)	1,208		1,196		1,177		1,155
Other charge and blendstocks (thousands of barrels per day)	131		176		153		192
Refinery Throughputs (thousands of barrels per day)	1,339		1,372		1,330		1,347
Crude Oil Capacity Utilization percent	101.00%	[2]	105.00%	[2]	99.00%	[2]	101.00%	[2]
Refined Product Yields (thousands of barrels per day):xx
Gasoline (thousands of barrels per day)	724		744		720		738
Distillates (thousands of barrels per day)	422		429		409		419
Propane (thousands of barrels per day)	26		26		26		25
Feed stocks and special products (thousands of barrels per day)	102		117		116		116
Heavy fuel oil (thousands of barrels per day)	18		21		17		21
Asphalt (thousands of barrels per day)	71		59		62		54
Refined Product Yields (thousands of barrels per day)	1,363		1,396		1,350		1,373
Refining & Marketing Refined Product Sales Volume (thousands of barrels per day)	1,571	[3]	1,561	[3]	1,551	[3]	1,551	[3]
Refining & Marketing Gross Margin (dollars per barrel)	11.13	[4]	10.78	[4]	9.76	[4]	8.78	[4]
Direct Operating Costs in Refining & Marketing Gross Margin (dollars per barrel):
Planned turnaround and major maintenance (dollars per barrel)	0.88	[5]	0.65	[5]	0.96	[5]	0.94	[5]
Depreciation and amortization (dollars per barrel)	1.39	[5]	1.26	[5]	1.39	[5]	1.29	[5]
Other manufacturing (dollars per barrel)	3.05	[5],[6]	2.94	[5],[6]	3.11	[5],[6]	3.23	[5],[6]
Direct Operating Costs in Refining & Marketing Gross Margin (dollars per barrel)	5.32	[5]	4.85	[5]	5.46	[5]	5.46	[5]
Speedway [Member]
Direct Operating Costs in Refining & Marketing Gross Margin (dollars per barrel):
Convenience stores at period-end (in number of stores)	1,455		1,378		1,455		1,378
Gasoline & distillates sales (millions of gallons)	756		725		1,462		1,418
Gasoline & distillates gross margin (dollars per gallon)	0.1639	[7]	0.1502	[7]	0.1377	[7]	0.1288	[7]
Merchandise sales (in USD)	776,000,000		743,000,000		1,471,000,000		1,406,000,000
Merchandise gross margin (in USD)	203,000,000		178,000,000		382,000,000		336,000,000
Pipeline Transportation [Member]
Pipeline throughput (thousands of barrels per day):
Crude oil pipelines (thousands of barrels per day)	1,193	[8]	1,221	[8]	1,157	[8]	1,197	[8]
Refined product Pipeline (thousands of barrels per day)	954	[8]	1,014	[8]	935	[8]	994	[8]
Pipeline Barrels Handled (thousands of barrels per day)	2,147	[8]	2,235	[8]	2,092	[8]	2,191	[8]

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

[2] Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.

[3] Includes intersegment sales.

[4] 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.

[5] Per barrel of total refinery throughputs.

[6] Includes utilities, labor, routine maintenance and other operating costs.

[7] 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.

[8] On owned common-carrier pipelines, excluding equity method investments.

XML

Supplemental Cash Flow Information (Reconciliation Of Additions To Property, Plant And Equipment To Total Capital Expenditures) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011
Additions to property, plant and equipment	$ 635		$ 517
Acquisitions	155	[1]	74	[1]
Decrease in capital accruals	(76)		(9)
Total capital expenditures	$ 714		$ 582

[1] Excludes inventory acquired and liability assumed in 2012.

XML

Derivatives (Classification Of Gross Fair Values Of Derivative Instruments, Excluding Cash Collateral) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Commodity Derivatives [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Asset	$ 11	$ 26
Liability		45
Commodity Derivatives [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Asset	123	1
Liability	90	1
Interest Rate Derivatives [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Asset		$ 19

XML

Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2012

Supplemental Cash Flow Information

17. Supplemental Cash Flow Information

	Six Months Ended June 30,
(In millions)	2012		2011
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$	16	$	—
Income taxes paid to taxing authorities(a)		384		4
Non-cash investing and financing activities:
Property, plant and equipment contributed by Marathon Oil	$	—	$	74
Capital lease obligations increase		30		8
Acquisition:
Intangible asset acquired		3		—
Liability assumed		2		—

^(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:

	Six Months Ended June 30,
(In millions)	2012			2011
Additions to property, plant and equipment	$	635		$	517
Acquisitions(a)		155			74
Decrease in capital accruals		(76	)		(9	)
Total capital expenditures	$	714		$	582

^(a)  Excludes inventory acquired and liability assumed in 2012.

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

	Six Months Ended June 30,
(In millions)	2012		2011
Distributions to Marathon Oil per consolidated statements of cash flows	$	—	$	(699	)
Non-cash contributions from Marathon Oil		—		74
Distributions to Marathon Oil per consolidated statements of stockholders’ equity / net investment	$	—	$	(625	)

XML

Related Party Transactions (Current Receivables From Related Parties) (Detail) (Equity Method Investees [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Equity Method Investees [Member]
Related Party Transaction [Line Items]
Current receivables from related parties	$ 2	$ 2

XML

Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Supplemental Cash Flow Information

	Six Months Ended June 30,
(In millions)	2012		2011
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$	16	$	—
Income taxes paid to taxing authorities(a)		384		4
Non-cash investing and financing activities:
Property, plant and equipment contributed by Marathon Oil	$	—	$	74
Capital lease obligations increase		30		8
Acquisition:
Intangible asset acquired		3		—
Liability assumed		2		—

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

Reconciliation Of Additions To Property, Plant And Equipment To Total Capital Expenditures

	Six Months Ended June 30,
(In millions)	2012			2011
Additions to property, plant and equipment	$	635		$	517
Acquisitions(a)		155			74
Decrease in capital accruals		(76	)		(9	)
Total capital expenditures	$	714		$	582

^(a)  Excludes inventory acquired and liability assumed in 2012.

Reconciliation Of Contributions From (Distributions To) Marathon Oil

	Six Months Ended June 30,
(In millions)	2012		2011
Distributions to Marathon Oil per consolidated statements of cash flows	$	—	$	(699	)
Non-cash contributions from Marathon Oil		—		74
Distributions to Marathon Oil per consolidated statements of stockholders’ equity / net investment	$	—	$	(625	)

XML

Debt (Outstanding Borrowings) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012		Dec. 31, 2011
Debt Instrument [Line Items]
Debt instruments outstanding	$ 0
Total	3,327		3,299
Unamortized discount	(10)		(11)
Fair value adjustments	18	[1]	19	[1]
Amounts due within one year	(19)		(15)
Total long-term debt due after one year	3,316		3,292
Trade Receivables [Member]
Debt Instrument [Line Items]
Revolving credit agreement expiration date	Dec. 31, 2014
Trade receivables securitization facility due 2014
Revolving Credit Agreement [Member]
Debt Instrument [Line Items]
Revolving credit agreement expiration date	Dec. 31, 2015
Letters of credit outstanding	0
Notes Payable, Other Payables [Member] | 3.500% Senior Notes Due March 1, 2016 [Member]
Debt Instrument [Line Items]
Senior notes	750		750
Debt instrument, interest rate	3.50%
Debt instrument, maturity date	Mar. 01, 2016
Notes Payable, Other Payables [Member] | 5.125% Senior Notes Due March 1, 2021 [Member]
Debt Instrument [Line Items]
Senior notes	1,000		1,000
Debt instrument, interest rate	5.125%
Debt instrument, maturity date	Mar. 01, 2021
Notes Payable, Other Payables [Member] | 6.500% Senior Notes Due March 1, 2041 [Member]
Debt Instrument [Line Items]
Senior notes	1,250		1,250
Debt instrument, interest rate	6.50%
Debt instrument, maturity date	Mar. 10, 2041
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Capital lease obligations due 2012-2027	327	[2]	299	[2]
Debt instrument maturity year, start	Jan. 01, 2012
Debt instrument maturity year, end	Dec. 31, 2027
Asset Under Construction [Member]
Debt Instrument [Line Items]
Assets under construction for which a capital lease will commence upon completion of construction	128
Future capital lease obligations due on assets under construction for which a capital lease will commence upon completion of construction	$ 164

[1] See Notes 14 and 15 for information on interest rate swaps.

[2] These obligations as of June 30, 2012 include $128 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 June 30, 2012 and therefore do not reflect future lease obligations of $164 million related to the assets.

XML

Property, Plant and Equipment (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Property, Plant And Equipment

(In millions)	June 30, 2012		December 31, 2011
Refining & Marketing	$	14,621	$	14,221
Speedway		1,980		1,887
Pipeline Transportation		1,687		1,593
Corporate and Other		401		372
Total		18,689		18,073
Less accumulated depreciation		6,275		5,845
Net property, plant and equipment	$	12,414	$	12,228

XML

Related Party Transactions (Related Party Net Interest And Other Financial Income) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2011
Related Party Transaction [Line Items]
Interest capitalized	$ (1)	$ (8)
Related party net interest and other financial income	18	35
PFD [Member]
Related Party Transaction [Line Items]
Dividend income, PFD Preferred Stock	18	35
Interest expense	1	3
Marathon Oil Companies [Member]
Related Party Transaction [Line Items]
Interest expense		$ 5

XML

Fair Value Measurements (Assets And Liabilities Accounted For At Fair Value On Recurring Basis) (Detail) (Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	$ 2	$ 2
Total assets at fair value	151	155
Commodity Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets	149	134
Derivative instruments, liabilities	(149)	(46)
Interest Rate Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets		19
Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	2	2
Total assets at fair value	136	28
Level 1 [Member] | Commodity Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets	134	26
Derivative instruments, liabilities	(90)	(45)
Level 1 [Member] | Interest Rate Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets
Total assets at fair value		20
Level 2 [Member] | Commodity Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets		1
Derivative instruments, liabilities		(1)
Level 2 [Member] | Interest Rate Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets		19
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets
Total assets at fair value
Level 3 [Member] | Commodity Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets
Derivative instruments, liabilities
Level 3 [Member] | Interest Rate Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets
Collateral [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets
Total assets at fair value	15	107
Collateral [Member] | Commodity Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets	15	107
Derivative instruments, liabilities	(59)
Collateral [Member] | Interest Rate Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative instruments, assets

XML

Segment Information (Reconciliation Of Total Revenues To Sales And Other Operating Revenues) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Total revenues (as reported above)	$ 20,245	$ 20,760	$ 40,510	$ 38,602
Plus: Corporate and other unallocated items	(2)		(2)
Less: Sales to related parties	3	28	4	51
Sales and other operating revenues (including consumer excise taxes)	$ 20,240	$ 20,732	$ 40,504	$ 38,551

XML

Related Party Transactions (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2011 Marathon Oil Companies [Member]	Jun. 30, 2012 Marathon Oil Companies [Member]	Jun. 30, 2011 Marathon Oil Companies [Member]	Jun. 30, 2012 PFD [Member]	Jun. 30, 2011 PFD [Member]	Jun. 30, 2012 TACE [Member]	Jun. 30, 2012 TAME [Member]	Jun. 30, 2012 Centennial [Member]	Dec. 31, 2011 Centennial [Member]	Jun. 30, 2012 LOOP [Member]	Dec. 31, 2011 LOOP [Member]
Related Party Transaction [Line Items]
Equity method investments, ownership percentage										36.00%	50.00%	50.00%		51.00%
Separation and distribution agreement date of Spinoff			May 25, 2011
Maximum duration of agreement for administrative services with former parent (in years)			1 year
Selling, general and administrative expenses	$ 376	$ 288	$ 639	$ 505	$ 14		$ 26
Prepaid tariff												14	11		4
Long-term debt payable to related parties - borrowings				7,748					7,748
Long-term debt payable to related parties - repayments				11,366			1,047		10,319
Credit agreement termination date						Apr. 01, 2011		Jun. 30, 2011
Property, plant and equipment additions related to capitalized interest incurred by Marathon Oil on behalf of the company	36	29	66	58			2
Net non-cash capital distributions to Marathon Oil				$ 74			$ 74

XML

Spinoff, Description Of The Business And Basis Of Presentation

6 Months Ended

Jun. 30, 2012

Spinoff, Description Of The Business And Basis Of Presentation

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 8 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 were provided by the Marathon Oil Companies during a transition period pursuant to a transition services agreement, which terminated on June 30, 2012. 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 six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year.

XML

Other Items (Net Interest And Other Financial Income (Costs)) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Interest income	$ 1		$ 1		$ 2		$ 1
Interest expense	(47)	[1]	(42)	[1]	(93)	[1]	(73)	[1]
Interest capitalized	36	[1]	28	[1]	66	[1]	48	[1]
Total interest	(10)		(13)		(25)		(24)
Net foreign currency gains			6				6
Bank service and other fees	(7)		(3)		(14)		(6)
Total other	(7)		3		(14)
Net interest and other financial income (costs)	$ (17)		$ (10)		$ (39)		$ (24)

[1] See Note 3 for information on related party interest expense and capitalized interest.

XML

Defined Benefit Pension and Other Postretirement Plans (Tables)

6 Months Ended

Jun. 30, 2012

Components Of Net Periodic Benefit Costs

	Three Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2012			2011			2012		2011
Service cost	$	15		$	15		$	5	$	4
Interest cost		28			27			6		7
Expected return on plan assets		(25	)		(24	)		—		—
Amortization – prior service cost		2			1			—		—
– actuarial loss		22			17			—		—
– net settlement/curtailment loss		83			—			—		—
Net periodic benefit cost	$	125		$	36		$	11	$	11

	Six Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2012			2011			2012		2011
Service cost	$	32		$	33		$	10	$	9
Interest cost		55			54			13		14
Expected return on plan assets		(51	)		(48	)		—		—
Amortization – prior service cost		4			3			—		—
– actuarial loss		46			35			—		—
– net settlement/curtailment loss		83			—			—		—
Net periodic benefit cost	$	169		$	77		$	23	$	23

XML

Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events

21. Subsequent Events

On July 2, 2012, MPLX LP (“MPLX”), a wholly owned subsidiary of MPC, filed a registration statement on Form S-1 with the Securities and Exchange Commission. This filing was made in anticipation of a proposed initial public offering of common units representing limited interests in MPLX. The number of common units to be offered and the price range for the offering have not been determined. MPLX was formed by MPC to own, operate, develop and acquire crude oil, refined products and other hydrocarbon-based products pipelines and other midstream assets. Headquartered in Findlay, Ohio, MPLX’s initial assets are expected to consist of a 51 percent interest in a network of common carrier crude oil and products pipeline assets located in the Midwest and Gulf Coast regions and a 100 percent interest in a butane cavern in West Virginia. As of the date of this report, the registration statement is not effective. The completion of the offering is subject to numerous conditions, including market conditions, and we can provide no assurance that it will be successfully completed. Following the completion of the offering, we expect to consolidate MPLX into our financial statements since we will be the general partner of MPLX and will have the ability to direct the activities of MPLX that most significantly impact its economic performance.

In July 2012, the buyer of our Minnesota Assets successfully completed an initial public offering (“IPO”). The successful completion of this IPO triggered the provisions in our May 4, 2012 settlement agreement with the buyer to be effective. Under the settlement agreement, we are released from our obligation to pay margin support and the buyer is released from its obligation to pay us under the earnout provisions contained in the original sales agreement. Also, the buyer repurchased our existing preferred equity interest in the VIE, paid us $12 million for dividends accrued on our preferred equity interest and paid us $40 million of cash using proceeds from the offering, for total cash receipts of $132 million. In addition, the buyer issued us a new preferred security with a $45 million liquidation preference. As a result, we will recognize income before income taxes of approximately $183 million during the third quarter of 2012, which includes substantially all of the $89 million deferred gain that was recorded when the sale transaction was originally closed.

XML

Commitments & Contingencies

6 Months Ended

Jun. 30, 2012

Commitments & Contingencies

20. 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 June 30, 2012 and December 31, 2011, accrued liabilities for remediation totaled $119 million and $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 $48 million and $51 million at June 30, 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, which extend through 2037. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $172 million as of June 30, 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 $49 million as of June 30, 2012.

We hold an interest in an 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 June 30, 2012.

Marathon Oil indemnifications—In conjunction with the Spinoff, we entered into arrangements with Marathon Oil providing indemnities and guarantees with recorded values of $12 million as of June 30, 2012, which consist of unrecognized tax benefits related to MPC, its consolidated subsidiaries and the RM&T Business operations prior to the Spinoff that are not already reflected in the unrecognized tax benefits described in Note 10, 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 June 30, 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 June 30, 2012, our contractual commitments to acquire property, plant and equipment and advance funds to equity method investees totaled $231 million.

XML

Income Per Common Share (Summary Of Earnings Per Share) (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Basic earnings per share:
Net income	$ 814	$ 802	$ 1,410	$ 1,331
Income allocated to participating securities	2		3
Income available to common stockholders-basic	812	802	1,407	1,331
Weighted average common shares outstanding (in shares)	340	356	344	356
Basic earnings per share (in USD per share)	$ 2.39	$ 2.25	$ 4.09	$ 3.74
Diluted earnings per share:
Net income	814	802	1,410	1,331
Income allocated to participating securities	2		3
Income available to common stockholders-diluted	$ 812	$ 802	$ 1,407	$ 1,331
Weighted average common shares outstanding (in shares)	340	356	344	356
Effect of dilutive securities (in shares)	1	2	2	2
Weighted average common shares, including dilutive effect	341	358	346	358
Diluted earnings per share (in USD per share)	$ 2.38	$ 2.24	$ 4.07	$ 3.72

XML

Stock-Based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Stock Option Award Activity

	Number of Shares(a)			Weighted Average Exercise Price
Outstanding at December 31, 2011		9,372,370		$	33.08
Granted		766,543			42.04
Exercised		(1,713,725	)		22.07
Forfeited, canceled or expired		(81,560	)		39.09
Outstanding at June 30, 2012		8,343,628			36.10

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

Summary Of Restricted Stock Award Activity

	Shares of Restricted Stock (“RS”)					Restricted Stock Units (“RSU”)
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		348,691		$	34.36		319,944	$	29.43
Granted		411,435			42.96		22,201		38.51
RS’s Vested/RSU’s Issued		(67,392	)		22.04		—		—
Forfeited		(4,873	)		38.06		—		—
Outstanding at June 30, 2012		687,861			40.69		342,145		30.02

Summary Of Performance Unit Awards

	Number of Units
Outstanding at December 31, 2011		—
Granted		2,040,000
Settled		—
Canceled		—
Outstanding at June 30, 2012		2,040,000

XML

Supplementary Statistics

6 Months Ended

Jun. 30, 2012

Supplementary Statistics

Supplementary Statistics (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Income from Operations by segment
Refining & Marketing	$	1,325		$	1,260		$	2,268		$	2,062
Speedway		107			80			157			113
Pipeline Transportation		50			54			92			105
Items not allocated to segments:
Corporate and other unallocated items		(92	)		(69	)		(171	)		(136	)
Pension settlement expenses		(83	)		—			(83	)		—
Income from operations	$	1,307		$	1,325		$	2,263		$	2,144
Capital Expenditures and Investments(a)
Refining & Marketing	$	178		$	220		$	331		$	376
Speedway (b)		187			97			198			102
Pipeline Transportation		60			24			98			38
Corporate and Other(c)		56			44			94			73
Total	$	481		$	385		$	721		$	589

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

^(b)  Includes acquisitions of 87 convenience stores in May 2012 and 23 convenience stores in May 2011.

^(c)  Includes capitalized interest of $36 million and $29 million for the three months ended June 30, 2012 and 2011, respectively and $66 million and $58 million for the six months ended June 30, 2012 and 2011, respectively.

Supplementary Statistics (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
MPC Consolidated Refined Product Sales Volumes (thousands of barrels per day)(a)		1,591		1,578		1,574		1,570
Refining & Marketing Operating Statistics
Refinery Throughputs (thousands of barrels per day):
Crude oil refined		1,208		1,196		1,177		1,155
Other charge and blendstocks		131		176		153		192
Total		1,339		1,372		1,330		1,347
Crude Oil Capacity Utilization percent(b)		101		105		99		101
Refined Product Yields (thousands of barrels per day):
Gasoline		724		744		720		738
Distillates		422		429		409		419
Propane		26		26		26		25
Feedstocks and special products		102		117		116		116
Heavy fuel oil		18		21		17		21
Asphalt		71		59		62		54
Total		1,363		1,396		1,350		1,373
Refining & Marketing Refined Product Sales Volume (thousands of barrels per day)(c)		1,571		1,561		1,551		1,551
Refining & Marketing Gross Margin (dollars per barrel)(d)	$	11.13	$	10.78	$	9.76	$	8.78
Direct Operating Costs in Refining & Marketing Gross Margin (dollars per barrel):(e)
Planned turnaround and major maintenance	$	0.88	$	0.65	$	0.96	$	0.94
Depreciation and amortization		1.39		1.26		1.39		1.29
Other manufacturing(f)		3.05		2.94		3.11		3.23
Total	$	5.32	$	4.85	$	5.46	$	5.46
Speedway Operating Statistics
Convenience stores at period-end		1,455		1,378
Gasoline & distillates sales (millions of gallons)		756		725		1,462		1,418
Gasoline & distillates gross margin (dollars per gallon)(g)	$	0.1639	$	0.1502	$	0.1377	$	0.1288
Merchandise sales (in millions)	$	776	$	743	$	1,471	$	1,406
Merchandise gross margin (in millions)	$	203	$	178	$	382	$	336
Pipeline Transportation Operating Statistics
Pipeline throughput (thousands of barrels per day)(h) :
Crude oil pipelines		1,193		1,221		1,157		1,197
Refined products pipelines		954		1,014		935		994
Total		2,147		2,235		2,092		2,191

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

^(b)  Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.

^(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.

XML

Accounting Standards (Policies)

6 Months Ended

Jun. 30, 2012

Not Yet Adopted

Not Yet Adopted

In July 2012, the FASB issued an accounting standards update which gives an entity the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, through the qualitative assessment, an entity determines that it is more likely than not that the intangible asset is impaired, the quantitative impairment test must then be performed. The accounting standards update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Early adoption is permitted. Adoption of this accounting standards update is not expected to have an impact on our consolidated results of operations, financial position or cash flows.

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.

XML

Consolidated Statements of Stockholders' Equity / Net Investment (USD $) In Millions	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Net Investment [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2010	$ 8,244					$ 8,867	$ (623)
Net income	1,331					1,331
Distributions to Marathon Oil	(636)					(625)	(11)
Other comprehensive income	38						38
Reclassification of net investment to additional paid-in capital				9,573		(9,573)
Issuance of common stock at spin-off		4		(4)
Balance at Jun. 30, 2011	8,977	4		9,569			(596)
Balance at Dec. 31, 2011	9,505	4		9,482	898		(879)
Balance (in shares) at Dec. 31, 2011		357
Net income	1,410				1,410
Dividends paid	(172)				(172)
Shares repurchased	(850)		(742)	(108)
Shares issued (returned)-stock-based compensation	32		(1)	33
Stock-based compensation	28			28
Other comprehensive income	382						382
Other	(9)			(9)
Shares issued-stock-based compensation		1
Shares repurchased			(18)
Balance at Jun. 30, 2012	$ 10,326	$ 4	$ (743)	$ 9,426	$ 2,136		$ (497)
Balance (in shares) at Jun. 30, 2012		358	(18)

XML

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2012

Sales To Related Parties

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Equity method investees:
Centennial	$	1	$	14	$	1	$	34
Other equity method investees		2		2		3		4
Marathon Oil Companies		—		12		—		13
Total	$	3	$	28	$	4	$	51

Purchases From Related Parties

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Equity method investees:
Centennial	$	—	$	18	$	9	$	31
LOOP		9		23		21		32
TAME		30		39		60		71
TACE		10		15		15		27
Other equity method investees		8		9		15		15
Marathon Oil Companies		—		877		—		1,590
Total	$	57	$	981	$	120	$	1,766

Current Receivables From Related Parties

(In millions)	June 30, 2012		December 31, 2011
Equity method investees	$	2	$	2

Payables To Related Parties

(In millions)	June 30, 2012		December 31, 2011
Equity method investees:
Centennial	$	—	$	7
LOOP		4		5
TAME		3		4
TACE		2		2
Other equity method investees		2		2
Total	$	11	$	20

Related Party Net Interest And Other Financial Income

	Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	2012		2011			2012		2011
Dividend income:
PFD Preferred Stock	$	—	$	18		$	—	$	35
Interest expense:
PFD credit agreement		—		1			—		3
Marathon Oil loan agreement		—		—			—		5
Interest capitalized		—		(1	)		—		(8	)
Net interest expense		—		—			—		—
Related party net interest and other financial income	$	—	$	18		$	—	$	35

XML

Stock-Based Compensation Plans (Summary Of Performance Unit Awards) (Detail) (Performance Unit Awards [Member], USD $)	6 Months Ended
	Jun. 30, 2012
Performance Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pay-out percentage in MPC common stock (in percent)	25.00%
Pay-out percentage in cash (in percent)	75.00%
Requisite service period for performance unit awards (in months)	36 months
Pay out in shares grant date fair value (in USD per share)	$ 1.09
Number of Shares/Units
Granted	2,040,000
Settled
Canceled
Outstanding at June 30, 2012	2,040,000

XML

Derivatives (Tables)

6 Months Ended

Jun. 30, 2012

Classification Of Gross Fair Values Of Derivative Instruments, Excluding Cash Collateral

	June 30, 2012
(In millions)	Asset		Liability		Balance Sheet Location
Commodity derivatives	$	11	$	—	Other current assets
Commodity derivatives		123		90	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

Open Commodity Derivative Contracts

	Position		Total Barrels (In thousands)
Crude oil(a)
Exchange-traded		Long		14,023
Exchange-traded		Short		(26,774	)
Refined Products(b)
Exchange-traded		Long		3,124
Exchange-traded		Short		(7,062	)

^(a)  99.1 percent of these contracts expire in the third quarter of 2012.

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

Effect Of Commodity Derivative Instruments In Statements Of Income

(In millions)	Gain (Loss) Three Months Ended June 30,					Gain (Loss)  Six Months Ended June 30,
Income Statement Location	2012		2011			2012		2011
Sales and other operating revenues	$	44	$	(4	)	$	38	$	(19	)
Cost of revenues		356		238			309		195
Other income		—		—			—		1
Total	$	400	$	234		$	347	$	177

XML

Acquisitions (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended
	May 31, 2012 Store Parcels	May 31, 2011 Store	Jun. 30, 2012
Business Acquisition [Line Items]
Number of convenience stores acquired	87	23
Number of undeveloped real estate parcels acquired for future development	2
Acquisition of goowill		$ 9	$ 83
GasAmerica Services [Member]
Business Acquisition [Line Items]
Number of convenience stores acquired	87

XML

Derivative (Narrative) (Detail) (USD $)	3 Months Ended
	Mar. 31, 2012
Notes Payable And Other Payables [Member] | 3.50% Senior Notes Due In March 2016 [Member]
Derivative [Line Items]
Debt instrument, interest rate	3.50%
Maturity period of senior notes	March 2016
Interest Rate Swap [Member]
Derivative [Line Items]
Notional amount of interest rate swap agreements	500,000,000
Hedge agreements	3.50 percent senior notes due in March 2016
Gain on the termination of the transactions	20,000,000
Gain on termination of transactions amortization period, in years	4 years
Hedge Ineffectiveness of Interest Rate Swaps	0

XML

Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues and other income:
Sales and other operating revenues (including consumer excise taxes)	$ 20,240	$ 20,732	$ 40,504	$ 38,551
Sales to related parties	3	28	4	51
Income from equity method investments	9	17	11	26
Net gain on disposal of assets	1	4	3	5
Other income	4	13	10	32
Total revenues and other income	20,257	20,794	40,532	38,665
Costs and expenses:
Cost of revenues (excludes items below)	16,789	16,654	34,098	31,211
Purchases from related parties	57	981	120	1,766
Consumer excise taxes	1,428	1,269	2,808	2,478
Depreciation and amortization	236	218	466	434
Selling, general and administrative expenses	376	288	639	505
Other taxes	64	59	138	127
Total costs and expenses	18,950	19,469	38,269	36,521
Income from operations	1,307	1,325	2,263	2,144
Related party net interest and other financial income		18		35
Net interest and other financial income (costs)	(17)	(10)	(39)	(24)
Income before income taxes	1,290	1,333	2,224	2,155
Provision for income taxes	476	531	814	824
Net income	$ 814	$ 802	$ 1,410	$ 1,331
Per Share Data (See Note 6) Basic:
Net income per share (in USD per share)	$ 2.39	$ 2.25	$ 4.09	$ 3.74
Weighted average shares outstanding (in shares)	340	356	344	356
Per Share Data (See Note 6) Diluted:
Net income per share (in USD per share)	$ 2.38	$ 2.24	$ 4.07	$ 3.72
Weighted average shares outstanding (in shares)	341	358	346	358
Dividends paid	$ 0.25		$ 0.50

XML

Supplementary Statistics (Tables)

6 Months Ended

Jun. 30, 2012

Supplemental Statistics

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Income from Operations by segment
Refining & Marketing	$	1,325		$	1,260		$	2,268		$	2,062
Speedway		107			80			157			113
Pipeline Transportation		50			54			92			105
Items not allocated to segments:
Corporate and other unallocated items		(92	)		(69	)		(171	)		(136	)
Pension settlement expenses		(83	)		—			(83	)		—
Income from operations	$	1,307		$	1,325		$	2,263		$	2,144
Capital Expenditures and Investments(a)
Refining & Marketing	$	178		$	220		$	331		$	376
Speedway (b)		187			97			198			102
Pipeline Transportation		60			24			98			38
Corporate and Other(c)		56			44			94			73
Total	$	481		$	385		$	721		$	589

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

^(b)  Includes acquisitions of 87 convenience stores in May 2012 and 23 convenience stores in May 2011.

^(c)  Includes capitalized interest of $36 million and $29 million for the three months ended June 30, 2012 and 2011, respectively and $66 million and $58 million for the six months ended June 30, 2012 and 2011, respectively.

Operating Statistics

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
MPC Consolidated Refined Product Sales Volumes (thousands of barrels per day)(a)		1,591		1,578		1,574		1,570
Refining & Marketing Operating Statistics
Refinery Throughputs (thousands of barrels per day):
Crude oil refined		1,208		1,196		1,177		1,155
Other charge and blendstocks		131		176		153		192
Total		1,339		1,372		1,330		1,347
Crude Oil Capacity Utilization percent(b)		101		105		99		101
Refined Product Yields (thousands of barrels per day):
Gasoline		724		744		720		738
Distillates		422		429		409		419
Propane		26		26		26		25
Feedstocks and special products		102		117		116		116
Heavy fuel oil		18		21		17		21
Asphalt		71		59		62		54
Total		1,363		1,396		1,350		1,373
Refining & Marketing Refined Product Sales Volume (thousands of barrels per day)(c)		1,571		1,561		1,551		1,551
Refining & Marketing Gross Margin (dollars per barrel)(d)	$	11.13	$	10.78	$	9.76	$	8.78
Direct Operating Costs in Refining & Marketing Gross Margin (dollars per barrel):(e)
Planned turnaround and major maintenance	$	0.88	$	0.65	$	0.96	$	0.94
Depreciation and amortization		1.39		1.26		1.39		1.29
Other manufacturing(f)		3.05		2.94		3.11		3.23
Total	$	5.32	$	4.85	$	5.46	$	5.46
Speedway Operating Statistics
Convenience stores at period-end		1,455		1,378
Gasoline & distillates sales (millions of gallons)		756		725		1,462		1,418
Gasoline & distillates gross margin (dollars per gallon)(g)	$	0.1639	$	0.1502	$	0.1377	$	0.1288
Merchandise sales (in millions)	$	776	$	743	$	1,471	$	1,406
Merchandise gross margin (in millions)	$	203	$	178	$	382	$	336
Pipeline Transportation Operating Statistics
Pipeline throughput (thousands of barrels per day)(h) :
Crude oil pipelines		1,193		1,221		1,157		1,197
Refined products pipelines		954		1,014		935		994
Total		2,147		2,235		2,092		2,191

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

^(b)  Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.

^(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.

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Receivables, allowance for doubtful accounts	$ 2	$ 3
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	30,000,000	30,000,000
Common stock, shares Issued	358,000,000	357,000,000
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Treasury stock, shares	18,000,000

XML

Segment Information (Reconciliation Of Segment Income From Operations To Income Before Income Taxes) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income before income taxes	$ 1,290		$ 1,333		$ 2,224		$ 2,155
Segment Income From Operations [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income before income taxes	1,482		1,394		2,517		2,280
Corporate And Other Unallocated Items [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income before income taxes	(92)	[1]	(69)	[1]	(171)	[1]	(136)	[1]
Pension Settlement Expenses [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income before income taxes	(83)				(83)
Net Interest And Other Financial Income (Costs) [Member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Income before income taxes	$ (17)		$ 8		$ (39)		$ 11

[1] 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.

XML

Other Items (Tables)

6 Months Ended

Jun. 30, 2012

Net Interest And Other Financial Income (Costs)

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Interest:
Interest income	$	1		$	1		$	2		$	1
Interest expense(a)		(47	)		(42	)		(93	)		(73	)
Interest capitalized(a)		36			28			66			48
Total interest		(10	)		(13	)		(25	)		(24	)
Other:
Net foreign currency gains		—			6			—			6
Bank service and other fees		(7	)		(3	)		(14	)		(6	)
Total other		(7	)		3			(14	)		—
Net interest and other financial income (costs)	$	(17	)	$	(10	)	$	(39	)	$	(24	)

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

XML

Property, Plant And Equipment (Summary Of Property, Plant And Equipment) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Total	$ 18,689	$ 18,073
Less accumulated depreciation	6,275	5,845
Net property, plant and equipment	12,414	12,228
Refining & Marketing [Member]
Property, Plant and Equipment [Line Items]
Total	14,621	14,221
Speedway [Member]
Property, Plant and Equipment [Line Items]
Total	1,980	1,887
Pipeline Transportation [Member]
Property, Plant and Equipment [Line Items]
Total	1,687	1,593
Corporate And Other [Member]
Property, Plant and Equipment [Line Items]
Total	$ 401	$ 372

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Measurements

14. Fair Value Measurements

Fair Values—Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2012 and December 31, 2011 by fair value hierarchy level.

	June 30, 2012
(In millions)	Level 1			Level 2		Level 3		Collateral			Total
Commodity derivative instruments, assets	$	134		$	—	$	—	$	15		$	149
Other assets		2			—		—		—			2
Total assets at fair value	$	136		$	—	$	—	$	15		$	151
Commodity derivative instruments, liabilities	$	(90	)	$	—	$	—	$	(59	)	$	(149	)

	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 were 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.

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Beginning balance	$	—		$	2,764		$	—		$	2,402
Total realized and unrealized gains (losses) included in net income		(2	)		1			(2	)		—
Purchases of PFD Preferred Stock(a)		—			6,972			—			10,326
Redemptions of PFD Preferred Stock(a)		—			(9,737	)		—			(12,730	)
Settlements of derivative instruments		2			(2	)		2			—
Ending balance	$	—		$	(2	)	$	—		$	(2	)

^(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.

There were no unrealized gains or losses recorded in net income for the three and six months ended June 30, 2012 related to Level 3 derivative instruments held at June 30, 2012. Net income for the three and six months ended June 30, 2011, included unrealized losses of $1 million and $2 million, respectively, related to Level 3 derivative instruments held at June 30, 2011. See Note 15 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.

	Six Months Ended June 30, 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 first quarter 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 June 30, 2012 and December 31, 2011, excluding the derivative financial instruments reported above.

	June 30, 2012				December 31, 2011
(In millions)	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial assets:
Investments	$	280	$	93	$	289	$	93
Other		29		28		31		30
Total financial assets	$	309	$	121	$	320	$	123
Financial liabilities:
Long-term debt(a)	$	3,359	$	3,008	$	3,203	$	3,008
Deferred credits and other liabilities		24		24		21		21
Total financial liabilities	$	3,383	$	3,032	$	3,224	$	3,029

^(a)  Excludes capital leases 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.

XML

Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Inventories

(In millions)	June 30, 2012		December 31, 2011
Crude oil and refinery feedstocks	$	2,154	$	1,339
Refined products		1,604		1,725
Merchandise		87		65
Supplies and sundry items		185		191
Total (at cost)	$	4,030	$	3,320

XML

Debt

6 Months Ended

Jun. 30, 2012

Debt

16. Debt

Our outstanding borrowings at June 30, 2012 and December 31, 2011 consisted of the following:

(In millions)	June 30, 2012			December 31, 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)		327			299
Trade receivables securitization facility due 2014		—			—
Total		3,327			3,299
Unamortized discount		(10	)		(11	)
Fair value adjustments(b)		18			19
Amounts due within one year		(19	)		(15	)
Total long-term debt due after one year	$	3,316		$	3,292

^(a) These obligations as of June 30, 2012 include $128 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 June 30, 2012 and therefore do not reflect future lease obligations of $164 million related to the assets.

^(b) See Notes 14 and 15 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 June 30, 2012.

XML

Fair Value Measurements (Reconciliation Of Net Beginning And Ending Balances Recorded For Net Assets And Liabilities Classified As Level 3) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011		Jun. 30, 2012	Jun. 30, 2011
Fair Value, Assets Measured On Recurring, Basis Unobservable Input Reconcilation Calculation Roll Forward [Abstract]
Beginning balance		$ 2,764			$ 2,402
Total realized and unrealized gains included in net income	(2)	1		(2)
Purchases of PFD Preferred Stock		6,972	[1]		10,326	[1]
Redemptions of PFD Preferred Stock		(9,737)	[1]		(12,730)	[1]
Settlements of derivative instruments	2	(2)		2
Ending balance		(2)			(2)
Unrealized gains or losses included in net income
Unrealized gains or losses included in net income	$ 0	$ (1)		$ 0	$ (2)

[1] 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.

XML

Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Operating activities:
Net income	$ 1,410	$ 1,331
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	466	434
Pension and other postretirement benefits, net	183	62
Deferred income taxes	328	34
Net gain on disposal of assets	(3)	(5)
Equity method investments, net	8	(6)
Changes in the fair value of derivative instruments	106	(92)
Changes in:
Current receivables	753	(757)
Inventories	(697)	(613)
Current accounts payable and accrued liabilities	(2,022)	580
All other, net	84	(16)
Net cash provided by operating activities	616	952
Investing activities:
Additions to property, plant and equipment	(635)	(517)
Acquisitions	(163)	(74)
Disposal of assets	6	133
Investments in related party debt securities-purchases		(10,326)
Investments in related party debt securities-redemptions		12,730
Investments-loans and advances	(11)	(42)
Investments-repayments of loans	3	35
All other, net	2	5
Net cash provided by (used in) investing activities	(798)	1,944
Financing activities:
Long-term debt payable to Marathon Oil and subsidiaries-borrowings		7,748
Long-term debt payable to Marathon Oil and subsidiaries-repayments		(11,366)
Long-term debt-borrowings		2,989
Long-term debt-repayments	(6)	(6)
Debt issuance costs		(58)
Issuance of common stock	32
Common stock repurchased	(850)
Dividends paid	(172)
Distributions to Marathon Oil		(699)
All other, net	(6)
Net cash used in financing activities	(1,002)	(1,392)
Net increase (decrease) in cash and cash equivalents	(1,184)	1,504
Cash and cash equivalents at beginning of period	3,079	118
Cash and cash equivalents at end of period	$ 1,895	$ 1,622

XML

Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net income	$ 814	$ 802	$ 1,410	$ 1,331
Other comprehensive income:
Actuarial changes, net of tax of $25, $16, $33 and $23	39	25	55	36
Prior service costs, net of tax of $196, $-, $197 and $1	326	1	327	2
Other comprehensive income	365	26	382	38
Comprehensive income	$ 1,179	$ 828	$ 1,792	$ 1,369

XML

Other Items

6 Months Ended

Jun. 30, 2012

Other Items

9. Other Items

Net interest and other financial income (costs) was:

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Interest:
Interest income	$	1		$	1		$	2		$	1
Interest expense(a)		(47	)		(42	)		(93	)		(73	)
Interest capitalized(a)		36			28			66			48
Total interest		(10	)		(13	)		(25	)		(24	)
Other:
Net foreign currency gains		—			6			—			6
Bank service and other fees		(7	)		(3	)		(14	)		(6	)
Total other		(7	)		3			(14	)		—
Net interest and other financial income (costs)	$	(17	)	$	(10	)	$	(39	)	$	(24	)

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

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Jul. 31, 2012
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	MPC
Entity Registrant Name	Marathon Petroleum Corp
Entity Central Index Key	0001510295
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		338,297,004

XML

Income Taxes

6 Months Ended

Jun. 30, 2012

Income Taxes

10. Income Taxes

The combined federal, state and foreign effective income tax rate was 37 percent and 40 percent for the three months ended June 30, 2012 and 2011 and 37 percent and 38 percent for the six months ended June 30, 2012 and 2011. The effective tax rates for the periods presented exceeded the U.S. statutory rate of 35 percent due to state and local tax expense, partially offset by permanent benefit differences. During the three months ended June 30, 2011, state income tax legislative changes were enacted, primarily in Michigan, resulting in an increase in tax expense of $17 million. 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 $38 million of unrecognized benefits as of June 30, 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 accordingly. See Note 20.

XML

Defined Benefit Pension And Other Postretirement Plans (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2012 Pension Benefits [Member]	Jun. 30, 2012 Funded Pension Plans [Member] Pension Benefits [Member]	Jun. 30, 2012 Unfunded Pension Plans [Member] Pension Benefits [Member]	Jun. 30, 2012 Unfunded Pension Plans [Member] Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Contributions to defined funded pension plans		$ 0
Minimum funding contributions expected to be made during the remainder of the current year		125
Benefit payments, current year			1	8
Decrease in pension liabilities	$ 537

XML

Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Actuarial changes, tax	$ 25	$ 16	$ 33	$ 23
Prior service costs, tax	$ 196		$ 197	$ 1

XML

Acquisition

6 Months Ended

Jun. 30, 2012

Acquisition

4. Acquisition

In May 2012, Speedway LLC acquired 87 convenience stores situated throughout Indiana and Ohio from GasAmerica Services, Inc., along with the associated inventory, intangible assets and two parcels of undeveloped real estate. This acquisition supports our strategic initiative to increase our Speedway segment sales volumes.

In connection with this acquisition, our Speedway segment recorded $83 million of goodwill, which is deductible for income tax purposes. The principal factors contributing to a purchase price resulting in goodwill included the acquired stores complementing our existing network in our Indiana and Ohio markets, access to our refined product transportation systems and the potential for higher merchandise sales.

In May 2011, Speedway LLC acquired 23 convenience stores in Indiana and Illinois. In connection with this acquisition, our Speedway segment recorded $9 million of goodwill.

Assuming these transactions had been made at the beginning of any period presented, the consolidated pro forma results would not be materially different from reported results.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions

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 entered into a transition services agreement with Marathon Oil under which we were 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 were at cost-based rates that had been negotiated between us and Marathon Oil. Services provided to us by the Marathon Oil Companies for the six months ended June 30, 2012 included accounting, audit, treasury, information technology and health, environmental, safety and security. Services provided by us to the Marathon Oil Companies for the six months ended June 30, 2012 included administrative services, legal, human resources, accounting, audit, information technology and health, environmental, safety and security. The transition services agreement terminated on June 30, 2012.

Sales to related parties were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Equity method investees:
Centennial	$	1	$	14	$	1	$	34
Other equity method investees		2		2		3		4
Marathon Oil Companies		—		12		—		13
Total	$	3	$	28	$	4	$	51

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:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Equity method investees:
Centennial	$	—	$	18	$	9	$	31
LOOP		9		23		21		32
TAME		30		39		60		71
TACE		10		15		15		27
Other equity method investees		8		9		15		15
Marathon Oil Companies		—		877		—		1,590
Total	$	57	$	981	$	120	$	1,766

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 at a negotiated rate. 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 $14 million and $26 million for the three and six months ended June 30, 2011, respectively.

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

(In millions)	June 30, 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:

(In millions)	June 30, 2012		December 31, 2011
Equity method investees:
Centennial	$	—	$	7
LOOP		4		5
TAME		3		4
TACE		2		2
Other equity method investees		2		2
Total	$	11	$	20

We have throughput and deficiency agreements with LOOP and Centennial. We had prepaid tariff balances with LOOP of $4 million at December 31, 2011, which were utilized during the six months ended June 30, 2012, and with Centennial of $14 million at June 30, 2012 and $11 million at December 31, 2011. During the first quarter of 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 14.

During the six months ended June 30, 2011, we borrowed $7,748 million and repaid $10,319 million under the credit agreement with MOC Portfolio Delaware, Inc. (“PFD”), a subsidiary of Marathon Oil. The credit agreement was terminated on June 30, 2011, and there has been no subsequent activity.

There were no borrowings during the six months ended June 30, 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:

	Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	2012		2011			2012		2011
Dividend income:
PFD Preferred Stock	$	—	$	18		$	—	$	35
Interest expense:
PFD credit agreement		—		1			—		3
Marathon Oil loan agreement		—		—			—		5
Interest capitalized		—		(1	)		—		(8	)
Net interest expense		—		—			—		—
Related party net interest and other financial income	$	—	$	18		$	—	$	35

We also recorded property, plant and equipment additions related to capitalized interest incurred by Marathon Oil on our behalf of $2 million in the six months ended June 30, 2011, which were reflected as contributions from Marathon Oil.

Certain asset or liability transfers between us and Marathon Oil, including assets and liabilities contributed under the separation and distribution agreement related to the Spinoff, 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 contributions from Marathon Oil were $74 million in the six months ended June 30, 2011.

XML

Derivatives

6 Months Ended

Jun. 30, 2012

Derivatives

15. Derivatives

For further information regarding the fair value measurement of derivative instruments, see Note 14. 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 June 30, 2012 and December 31, 2011:

	June 30, 2012
(In millions)	Asset		Liability		Balance Sheet Location
Commodity derivatives	$	11	$	—	Other current assets
Commodity derivatives		123		90	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 first quarter 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 is being 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.

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 June 30, 2012:

	Position		Total Barrels (In thousands)
Crude oil(a)
Exchange-traded		Long		14,023
Exchange-traded		Short		(26,774	)
Refined Products(b)
Exchange-traded		Long		3,124
Exchange-traded		Short		(7,062	)

^(a)  99.1 percent of these contracts expire in the third quarter of 2012.

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

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

(In millions)	Gain (Loss) Three Months Ended June 30,					Gain (Loss) Six Months Ended June 30,
Income Statement Location	2012		2011			2012		2011
Sales and other operating revenues	$	44	$	(4	)	$	38	$	(19	)
Cost of revenues		356		238			309		195
Other income		—		—			—		1
Total	$	400	$	234		$	347	$	177

XML

Inventories

6 Months Ended

Jun. 30, 2012

Inventories

11. Inventories

(In millions)	June 30, 2012		December 31, 2011
Crude oil and refinery feedstocks	$	2,154	$	1,339
Refined products		1,604		1,725
Merchandise		87		65
Supplies and sundry items		185		191
Total (at cost)	$	4,030	$	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 six months ended June 30, 2012. Cost of revenues decreased and income from operations increased by less than $1 million for the six months ended June 30, 2011 as a result of liquidations of LIFO inventories.

XML

Commitments & Contingencies (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Loss Contingencies [Line Items]
Accrued liabilities for remediation	$ 119	$ 117
Receivables for recoverable costs	48	51
Contractual commitments to acquire property, plant and equipment and advance funds to equity method investees	231
Master Shelf Agreement [Member]
Loss Contingencies [Line Items]
Credit agreement expiration date	Dec. 31, 2024
Indemnification Agreement [Member] | Predecessor [Member]
Loss Contingencies [Line Items]
Guarantee obligation current carrying value	12
TAME [Member] | Standby Letters Of Credit [Member]
Loss Contingencies [Line Items]
Maximum potential undiscounted payments	25
Credit agreement expiration date	Dec. 31, 2018
Equity Method Investees [Member]
Loss Contingencies [Line Items]
GuaranteeObligationsMaximumExposurePerEvent	50
Equity Method Investees [Member] | Guarantee Type, Other [Member]
Loss Contingencies [Line Items]
Maximum potential undiscounted payments	108
Loop And Locap Llc [Member] | Financial Guarantee [Member]
Loss Contingencies [Line Items]
Maximum potential undiscounted payments	172
Centennial [Member] | Financial Guarantee [Member]
Loss Contingencies [Line Items]
Maximum potential undiscounted payments	49
Kentucky Lawsuit [Member]
Loss Contingencies [Line Items]
Loss contingency, inestimable loss	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.
Kentucky Lawsuit [Member] | Pending Or Threatened Litigation [Member]
Loss Contingencies [Line Items]
Alleged amount overcharged from customers	$ 89

XML

Stockholders' Equity

6 Months Ended

Jun. 30, 2012

Stockholders' Equity

7. 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 $2.0 billion amount authorized by our board of directors was available for share repurchases at June 30, 2012. The timing of repurchases, if any, outside of the 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. Under the ASR program, we received 17,581,344 shares of our common stock during the six months ended June 30, 2012. On July 25, 2012, an additional 2,776,036 shares were delivered to us, for a total of 20,357,380 repurchased shares, which concluded the ASR program. The total number of shares repurchased under the ASR program was 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. Upon final settlement, the average per share amount paid for all shares purchased under the ASR program was $41.75. 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.

XML

Segment Information (Reconciliation Of Segment Capital Expenditures And Investments To Total Capital Expenditures) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Segment capital expenditures and investments	$ 425	[1],[2]	$ 341	[1],[3]	$ 627	[1],[2]	$ 516	[1],[3]
Less: Investments in equity method investees			3		7		7
Plus: Items not allocated to segments: Capital expenditures not allocated to segments	20		15		28		15
Plus: Items not allocated to segments:Capitalized interest	36		29		66		58
Total capital expenditures	$ 481	[1],[4]	$ 382	[1],[4]	$ 714	[1],[4]	$ 582	[1],[4]

[1] Capital expenditures include changes in capital accruals.

[2] Includes Speedway's acquisition of 87 convenience stores in May 2012.

[3] Includes Speedway's acquisition of 23 convenience stores in May 2011.

[4] See Note 17 for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.

XML

Variable Interest Entity

6 Months Ended

Jun. 30, 2012

Variable Interest Entity

5. 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 six months ended June 30, 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 June 30, 2012 and December 31, 2011. Any margin support obligation, when finalized, would be paid and reduce the deferred gain. We received $36 million during the three months ended June 30, 2011 and $2 million and $69 million during the six months ended June 30, 2012 and 2011 for transition services provided to the buyer. See Note 21 for additional information affecting this VIE subsequent to June 30, 2012.

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 June 30, 2012 was $160 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.

XML

Income per Common Share

6 Months Ended

Jun. 30, 2012

Income per Common Share

6. 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 and six months ended June 30, 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 and six months ended June 30, 2011. Excluded from the diluted weighted average share calculation for the three and six months ended June 30, 2012 are approximately five million and four million shares related to stock-based compensation awards as their effect would be anti-dilutive. Excluded from the diluted weighted average share calculation for the three and six months ended June 30, 2011 are approximately four million shares related to stock-based compensation awards as their effect would be anti-dilutive.

The calculation of weighted average shares for the three and six months ended June 30, 2012 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.

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2012		2011		2012		2011
Basic earnings per share:
Allocation of earnings:
Net income	$	814	$	802	$	1,410	$	1,331
Income allocated to participating securities		2		—		3		—
Income available to common stockholders—basic	$	812	$	802	$	1,407	$	1,331
Weighted average common shares outstanding		340		356		344		356
Basic earnings per share	$	2.39	$	2.25	$	4.09	$	3.74
Diluted earnings per share:
Allocation of earnings:
Net income	$	814	$	802	$	1,410	$	1,331
Income allocated to participating securities		2		—		3		—
Income available to common stockholders—diluted	$	812	$	802	$	1,407	$	1,331
Weighted average common shares outstanding		340		356		344		356
Effect of dilutive securities		1		2		2		2
Weighted average common shares, including dilutive effect		341		358		346		358
Diluted earnings per share	$	2.38	$	2.24	$	4.07	$	3.72

XML

Segment Information

6 Months Ended

Jun. 30, 2012

Segment Information

8. 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.

(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
Three Months Ended June 30, 2012
Revenues:
Customer	$	16,589		$	3,632		$	21		$	20,242
Intersegment(a)		2,214			1			87			2,302
Related parties		2			—			1			3
Segment revenues		18,805			3,633			109			22,547
Elimination of intersegment revenues		(2,214	)		(1	)		(87	)		(2,302	)
Total revenues	$	16,591		$	3,632		$	22		$	20,245
Segment income from operations	$	1,325		$	107		$	50		$	1,482
Income from equity method investments		(1	)		—			10			9
Depreciation and amortization(b)		191			28			12			231
Capital expenditures and investments(c)(d)		178			187			60			425

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Three Months Ended June 30, 2011
Revenues:
Customer	$	17,135		$	3,583	$	14		$	20,732
Intersegment(a)		2,250			—		87			2,337
Related parties		27			—		1			28
Segment revenues		19,412			3,583		102			23,097
Elimination of intersegment revenues		(2,250	)		—		(87	)		(2,337	)
Total revenues	$	17,162		$	3,583	$	15		$	20,760
Segment income from operations	$	1,260		$	80	$	54		$	1,394
Income from equity method investments		4			—		13			17
Depreciation and amortization(b)		176			28		11			215
Capital expenditures and investments(c)(e)		220			97		24			341

(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
Six Months Ended June 30, 2012
Revenues:
Customer	$	33,552		$	6,916		$	38		$	40,506
Intersegment(a)		4,173			2			169			4,344
Related parties		3			—			1			4
Segment revenues		37,728			6,918			208			44,854
Elimination of intersegment revenues		(4,173	)		(2	)		(169	)		(4,344	)
Total revenues	$	33,555		$	6,916		$	39		$	40,510
Segment income from operations	$	2,268		$	157		$	92		$	2,517
Income from equity method investments		(1	)		—			12			11
Depreciation and amortization(b)		376			55			24			455
Capital expenditures and investments(c)(d)		331			198			98			627

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Six Months Ended June 30, 2011
Revenues:
Customer	$	31,954		$	6,568	$	29		$	38,551
Intersegment(a)		4,014			—		164			4,178
Related parties		49			—		2			51
Segment revenues		36,017			6,568		195			42,780
Elimination of intersegment revenues		(4,014	)		—		(164	)		(4,178	)
Total revenues	$	32,003		$	6,568	$	31		$	38,602
Segment income from operations	$	2,062		$	113	$	105		$	2,280
Income from equity method investments		4			—		22			26
Depreciation and amortization(b)		355			54		22			431
Capital expenditures and investments(c)(e)		376			102		38			516

^(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.

^(d) Includes Speedway’s acquisition of 87 convenience stores in May 2012.

^(e) Includes Speedway’s acquisition of 23 convenience stores in May 2011.

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

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Segment income from operations	$	1,482		$	1,394		$	2,517		$	2,280
Items not allocated to segments:
Corporate and other unallocated items(a)		(92	)		(69	)		(171	)		(136	)
Pension settlement expenses		(83	)		—			(83	)		—
Net interest and other financial income (costs)		(17	)		8			(39	)		11
Income before income taxes	$	1,290		$	1,333		$	2,224		$	2,155

^(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 June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Segment capital expenditures and investments	$	425	$	341	$	627	$	516
Less: Investments in equity method investees		—		3		7		7
Plus: Items not allocated to segments:
Capital expenditures not allocated to segments		20		15		28		15
Capitalized interest		36		29		66		58
Total capital expenditures(a)(b)	$	481	$	382	$	714	$	582

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

^(b) See Note 17 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 June 30,					Six Months Ended June 30,
(In millions)	2012			2011		2012			2011
Total revenues (as reported above)	$	20,245		$	20,760	$	40,510		$	38,602
Plus: Corporate and other unallocated items		(2	)		—		(2	)		—
Less: Sales to related parties		3			28		4			51
Sales and other operating revenues (including consumer excise taxes)	$	20,240		$	20,732	$	40,504		$	38,551

XML

Inventories (Summary Of Inventories) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Inventories [Line Items]
Crude oil and refinery feedstocks	$ 2,154		$ 1,339
Refined products	1,604		1,725
Merchandise	87		65
Supplies and sundry items	185		191
Total (at cost)	4,030		3,320
Increase in income from operations resulting from liquidations of LIFO inventories	$ 0	$ 1

XML

Subsequent Event (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended		3 Months Ended			1 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2012 Scenario, Forecast [Member]	Jul. 02, 2012 MPLX LP's Proposed IPO [Member] Midwest And Gulf Coast [Member]	Jul. 02, 2012 MPLX LP's Proposed IPO [Member] West Virginia [Member]	Jul. 31, 2012 Minnesota Assets VIE's IPO [Member]	Jun. 30, 2012 Minnesota Assets VIE's IPO [Member]
Subsequent Event [Line Items]
MPLX LP's expected initial assets by geographic region (in percent)				51.00%	100.00%
Proceeds from issuance of preferred equity interest	$ 3	$ 35				$ 40
Preferred security, issued, value						45
Recognized income			183
Dividends received on preferred equity interest in VIE						12
Proceeds from offering, cash						132
Deferred gain							$ 89

XML

Goodwill (Changes In Carrying Amount Of Goodwill) (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Goodwill [Line Items]
Balance	$ 842
Acquisition	83	[1]
Balance	925
Refining & Marketing [Member]
Goodwill [Line Items]
Balance	551
Acquisition		[1]
Balance	551
Speedway [Member]
Goodwill [Line Items]
Balance	129
Acquisition	83	[1]
Balance	212
Pipeline Transportation [Member]
Goodwill [Line Items]
Balance	162
Acquisition		[1]
Balance	$ 162

[1] See Note 4 for information on the acquisition.

XML

Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Taxes [Line Items]
Combined income tax rates	37.00%	40.00%	37.00%	38.00%
Effective tax rates exceeded the U.S. statutory rate due to state and local tax expense			35.00%
Increase in tax expenses		$ 17
Unrecognized benefits	$ 38		$ 38

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2012

Income From Operations Attributable To Operating Segments

(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
Three Months Ended June 30, 2012
Revenues:
Customer	$	16,589		$	3,632		$	21		$	20,242
Intersegment(a)		2,214			1			87			2,302
Related parties		2			—			1			3
Segment revenues		18,805			3,633			109			22,547
Elimination of intersegment revenues		(2,214	)		(1	)		(87	)		(2,302	)
Total revenues	$	16,591		$	3,632		$	22		$	20,245
Segment income from operations	$	1,325		$	107		$	50		$	1,482
Income from equity method investments		(1	)		—			10			9
Depreciation and amortization(b)		191			28			12			231
Capital expenditures and investments(c)(d)		178			187			60			425

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Three Months Ended June 30, 2011
Revenues:
Customer	$	17,135		$	3,583	$	14		$	20,732
Intersegment(a)		2,250			—		87			2,337
Related parties		27			—		1			28
Segment revenues		19,412			3,583		102			23,097
Elimination of intersegment revenues		(2,250	)		—		(87	)		(2,337	)
Total revenues	$	17,162		$	3,583	$	15		$	20,760
Segment income from operations	$	1,260		$	80	$	54		$	1,394
Income from equity method investments		4			—		13			17
Depreciation and amortization(b)		176			28		11			215
Capital expenditures and investments(c)(e)		220			97		24			341

(In millions)	Refining & Marketing			Speedway			Pipeline Transportation			Total
Six Months Ended June 30, 2012
Revenues:
Customer	$	33,552		$	6,916		$	38		$	40,506
Intersegment(a)		4,173			2			169			4,344
Related parties		3			—			1			4
Segment revenues		37,728			6,918			208			44,854
Elimination of intersegment revenues		(4,173	)		(2	)		(169	)		(4,344	)
Total revenues	$	33,555		$	6,916		$	39		$	40,510
Segment income from operations	$	2,268		$	157		$	92		$	2,517
Income from equity method investments		(1	)		—			12			11
Depreciation and amortization(b)		376			55			24			455
Capital expenditures and investments(c)(d)		331			198			98			627

(In millions)	Refining & Marketing			Speedway		Pipeline Transportation			Total
Six Months Ended June 30, 2011
Revenues:
Customer	$	31,954		$	6,568	$	29		$	38,551
Intersegment(a)		4,014			—		164			4,178
Related parties		49			—		2			51
Segment revenues		36,017			6,568		195			42,780
Elimination of intersegment revenues		(4,014	)		—		(164	)		(4,178	)
Total revenues	$	32,003		$	6,568	$	31		$	38,602
Segment income from operations	$	2,062		$	113	$	105		$	2,280
Income from equity method investments		4			—		22			26
Depreciation and amortization(b)		355			54		22			431
Capital expenditures and investments(c)(e)		376			102		38			516

^(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.

^(d) Includes Speedway’s acquisition of 87 convenience stores in May 2012.

^(e) Includes Speedway’s acquisition of 23 convenience stores in May 2011.

Reconciliation Of Segment Income From Operations To Income Before Income Taxes

	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2012			2011			2012			2011
Segment income from operations	$	1,482		$	1,394		$	2,517		$	2,280
Items not allocated to segments:
Corporate and other unallocated items(a)		(92	)		(69	)		(171	)		(136	)
Pension settlement expenses		(83	)		—			(83	)		—
Net interest and other financial income (costs)		(17	)		8			(39	)		11
Income before income taxes	$	1,290		$	1,333		$	2,224		$	2,155

^(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.

Reconciliation Of Segment Capital Expenditures And Investments To Total Capital Expenditures

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2012		2011		2012		2011
Segment capital expenditures and investments	$	425	$	341	$	627	$	516
Less: Investments in equity method investees		—		3		7		7
Plus: Items not allocated to segments:
Capital expenditures not allocated to segments		20		15		28		15
Capitalized interest		36		29		66		58
Total capital expenditures(a)(b)	$	481	$	382	$	714	$	582

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

^(b) See Note 17 for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.

Reconciliation Of Total Revenues To Sales And Other Operating Revenues

	Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	2012			2011		2012			2011
Total revenues (as reported above)	$	20,245		$	20,760	$	40,510		$	38,602
Plus: Corporate and other unallocated items		(2	)		—		(2	)		—
Less: Sales to related parties		3			28		4			51
Sales and other operating revenues (including consumer excise taxes)	$	20,240		$	20,732	$	40,504		$	38,551

XML

Related Party Transactions (Payables To Related Parties) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Payables to related parties	$ 11	$ 20
Centennial [Member]
Related Party Transaction [Line Items]
Payables to related parties		7
LOOP [Member]
Related Party Transaction [Line Items]
Payables to related parties	4	5
TAME [Member]
Related Party Transaction [Line Items]
Payables to related parties	3	4
TACE [Member]
Related Party Transaction [Line Items]
Payables to related parties	2	2
Other Equity Method Investees [Member]
Related Party Transaction [Line Items]
Payables to related parties	$ 2	$ 2

XML

Goodwill

6 Months Ended

Jun. 30, 2012

Goodwill

13. Goodwill

The changes in the carrying amount of goodwill for the six months ended June 30, 2012 were as follows:

(In millions)	Refining & Marketing		Speedway		Pipeline Transportation		Total
Balance as of December 31, 2011	$	551	$	129	$	162	$	842
Acquisition(a)		—		83		—		83
Balance as of June 30, 2012	$	551	$	212	$	162	$	925

^(a) See Note 4 for information on the acquisition.

XML

Defined Benefit Pension and Other Postretirement Plans

6 Months Ended

Jun. 30, 2012

Defined Benefit Pension and Other Postretirement Plans

18. Defined Benefit Pension and Other Postretirement Plans

The following summarizes the components of net periodic benefit cost:

	Three Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2012			2011			2012		2011
Service cost	$	15		$	15		$	5	$	4
Interest cost		28			27			6		7
Expected return on plan assets		(25	)		(24	)		—		—
Amortization – prior service cost		2			1			—		—
– actuarial loss		22			17			—		—
– net settlement/curtailment loss		83			—			—		—
Net periodic benefit cost	$	125		$	36		$	11	$	11

	Six Months Ended June 30,
	Pension Benefits						Other Benefits
(In millions)	2012			2011			2012		2011
Service cost	$	32		$	33		$	10	$	9
Interest cost		55			54			13		14
Expected return on plan assets		(51	)		(48	)		—		—
Amortization – prior service cost		4			3			—		—
– actuarial loss		46			35			—		—
– net settlement/curtailment loss		83			—			—		—
Net periodic benefit cost	$	169		$	77		$	23	$	23

During the six months ended June 30, 2012, we made no contributions to our funded pension plans. We expect to make funding contributions of approximately $125 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 $8 million, respectively, during the six months ended June 30, 2012.

During the three months ended June 30, 2012, we determined that lump sum payments to employees retiring in 2012 will exceed the plan’s total service and interest costs for the year. Settlement losses are required to be recorded when lump sum payments exceed total service and interest costs. As a result, during the three months ended June 30, 2012, we recorded pension settlement expenses related to our cumulative lump sum payments made during the first six months of 2012.

On May 17, 2012 we communicated to our employees changes in the defined benefit pension plans for Speedway and the legacy portion of the Marathon Petroleum Retirement Plan effective January 1, 2013. Final average pensionable earnings used to calculate pension benefits under these plans will be fixed as of December 31, 2012. In addition, cap protection was added to limit potential annual lump sum distribution discount rate increases. These plan amendments resulted in an overall decrease in pension liabilities of approximately $537 million, with the offset primarily to other comprehensive income, which was recorded in the three months ended June 30, 2012. The benefit of this liability reduction will be amortized into income through 2024.

XML

Related Party Transactions (Purchases From Related Parties) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Related Party Transaction [Line Items]
Purchases from related parties	$ 57	$ 981	$ 120	$ 1,766
Centennial [Member]
Related Party Transaction [Line Items]
Purchases from related parties		18	9	31
LOOP [Member]
Related Party Transaction [Line Items]
Purchases from related parties	9	23	21	32
TAME [Member]
Related Party Transaction [Line Items]
Purchases from related parties	30	39	60	71
TACE [Member]
Related Party Transaction [Line Items]
Purchases from related parties	10	15	15	27
Other Equity Method Investees [Member]
Related Party Transaction [Line Items]
Purchases from related parties	8	9	15	15
Marathon Oil Companies [Member]
Related Party Transaction [Line Items]
Purchases from related parties		$ 877		$ 1,590

XML

Debt (Tables)

6 Months Ended

Jun. 30, 2012

Outstanding Borrowings

(In millions)	June 30, 2012			December 31, 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)		327			299
Trade receivables securitization facility due 2014		—			—
Total		3,327			3,299
Unamortized discount		(10	)		(11	)
Fair value adjustments(b)		18			19
Amounts due within one year		(19	)		(15	)
Total long-term debt due after one year	$	3,316		$	3,292

^(a) These obligations as of June 30, 2012 include $128 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 June 30, 2012 and therefore do not reflect future lease obligations of $164 million related to the assets.

^(b) See Notes 14 and 15 for information on interest rate swaps.

XML

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 1,895	$ 3,079
Receivables, less allowance for doubtful accounts of $2 and $3	4,708	5,461
Inventories	4,030	3,320
Other current assets	73	141
Total current assets	10,706	12,001
Equity method investments	302	302
Property, plant and equipment, net	12,414	12,228
Goodwill	925	842
Other noncurrent assets	334	372
Total assets	24,681	25,745
Liabilities
Accounts payable	6,155	8,189
Payroll and benefits payable	225	312
Consumer excise taxes payable	361	337
Accrued taxes	604	558
Long-term debt due within one year	19	15
Other current liabilities	204	180
Total current liabilities	7,568	9,591
Long-term debt	3,316	3,292
Deferred income taxes	1,823	1,310
Defined benefit postretirement plan obligations	1,348	1,783
Deferred credits and other liabilities	300	264
Total liabilities	14,355	16,240
Commitments and contingencies (see Note 20)
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 June 30, 2012	(743)
Additional paid-in capital	9,426	9,482
Retained earnings	2,136	898
Accumulated other comprehensive loss	(497)	(879)
Total stockholders' equity	10,326	9,505
Total liabilities and stockholders' equity	$ 24,681	$ 25,745

XML

Accounting Standards

6 Months Ended

Jun. 30, 2012

Accounting Standards

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 more likely than not that the fair value of a reporting unit is less than the carrying amount, the entity is 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 annual 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 14.

Not Yet Adopted

In July 2012, the FASB issued an accounting standards update which gives an entity the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, through the qualitative assessment, an entity determines that it is more likely than not that the intangible asset is impaired, the quantitative impairment test must then be performed. The accounting standards update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012. Early adoption is permitted. Adoption of this accounting standards update is not expected to have an impact on our consolidated results of operations, financial position or cash flows.

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.

XML

Segment Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended		3 Months Ended				6 Months Ended
	May 31, 2012 Store	May 31, 2011 Store	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012 Segment		Jun. 30, 2011
Segment Reporting Information [Line Items]
Number of reportable segments							3
Customer			$ 20,242		$ 20,732		$ 40,506		$ 38,551
Intersegment			2,302	[1]	2,337	[1]	4,344	[1]	4,178	[1]
Related parties			3		28		4		51
Segment revenues			22,547		23,097		44,854		42,780
Elimination of intersegment revenues			(2,302)		(2,337)		(4,344)		(4,178)
Total revenues			20,245		20,760		40,510		38,602
Segment income from operations			1,482		1,394		2,517		2,280
Income from equity method investments			9		17		11		26
Depreciation and amortization			231	[2]	215	[2]	455	[2]	431	[2]
Capital expenditures and investments			425	[3],[4]	341	[3],[5]	627	[3],[4]	516	[3],[5]
Number of convenience stores acquired	87	23
Refining & Marketing [Member]
Segment Reporting Information [Line Items]
Customer			16,589		17,135		33,552		31,954
Intersegment			2,214	[1]	2,250	[1]	4,173	[1]	4,014	[1]
Related parties			2		27		3		49
Segment revenues			18,805		19,412		37,728		36,017
Elimination of intersegment revenues			(2,214)		(2,250)		(4,173)		(4,014)
Total revenues			16,591		17,162		33,555		32,003
Segment income from operations			1,325		1,260		2,268		2,062
Income from equity method investments			(1)		4		(1)		4
Depreciation and amortization			191	[2]	176	[2]	376	[2]	355	[2]
Capital expenditures and investments			178	[3],[4]	220	[3],[5]	331	[3],[4]	376	[3],[5]
Speedway [Member]
Segment Reporting Information [Line Items]
Customer			3,632		3,583		6,916		6,568
Intersegment			1	[1]			2	[1]
Segment revenues			3,633		3,583		6,918		6,568
Elimination of intersegment revenues			(1)				(2)
Total revenues			3,632		3,583		6,916		6,568
Segment income from operations			107		80		157		113
Depreciation and amortization			28	[2]	28	[2]	55	[2]	54	[2]
Capital expenditures and investments			187	[3],[4],[6]	97	[3],[5],[6]	198	[3],[4],[6]	102	[3],[5],[6]
Number of convenience stores acquired							87		23
Pipeline Transportation [Member]
Segment Reporting Information [Line Items]
Customer			21		14		38		29
Intersegment			87	[1]	87	[1]	169	[1]	164	[1]
Related parties			1		1		1		2
Segment revenues			109		102		208		195
Elimination of intersegment revenues			(87)		(87)		(169)		(164)
Total revenues			22		15		39		31
Segment income from operations			50		54		92		105
Income from equity method investments			10		13		12		22
Depreciation and amortization			12	[2]	11	[2]	24	[2]	22	[2]
Capital expenditures and investments			$ 60	[3],[4]	$ 24	[3],[5]	$ 98	[3],[4]	$ 38	[3],[5]

[1] Management believes intersegment transactions were conducted under terms comparable to those with unrelated parties.

[2] 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.

[3] Capital expenditures include changes in capital accruals.

[4] Includes Speedway's acquisition of 87 convenience stores in May 2012.

[5] Includes Speedway's acquisition of 23 convenience stores in May 2011.

[6] Includes acquisitions of 87 convenience stores in May 2012 and 23 convenience stores in May 2011.

XML

Stock-Based Compensation Plans (Summary Of Restricted Stock Award Activity) (Detail) (USD $)	6 Months Ended
	Jun. 30, 2012
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at December 31, 2011	348,691
Granted, Number of Shares/Units	411,435
RS's Vested/RSU's Issued, Number of Shares/Units	(67,392)
Forfeited, Number of Shares/Units	(4,873)
Outstanding at June 30, 2012	687,861
Outstanding at December 31, 2011, Weighted-Average Grant Date Fair Value (in USD per share)	$ 34.36
Granted, Weighted-Average Grant Date Fair Value (in USD per share)	$ 42.96
RS's Vested/ RSU's Issued, Weighted-Average Grant Date Fair Value (in USD per share)	$ 22.04
Forfeited, Weighted-Average Grant Date Fair Value (in USD per share)	$ 38.06
Outstanding at June 30, 2012, Weighted-Average Grant Date Fair Value (in USD per share)	$ 40.69
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at December 31, 2011	319,944
Granted, Number of Shares/Units	22,201
Outstanding at June 30, 2012	342,145
Outstanding at December 31, 2011, Weighted-Average Grant Date Fair Value (in USD per share)	$ 29.43
Granted, Weighted-Average Grant Date Fair Value (in USD per share)	$ 38.51
Outstanding at June 30, 2012, Weighted-Average Grant Date Fair Value (in USD per share)	$ 30.02

XML

Fair Value Measurements (Assets Measured At Fair Value On Nonrecurring Basis) (Detail) (Centennial [Member], USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Mar. 31, 2012	Jun. 30, 2012
Centennial [Member]
Other noncurrent assets, Fair Value
Impairment of other noncurrent assets	$ 14	$ 14

XML

Stock-Based Compensation Plans

6 Months Ended

Jun. 30, 2012

Stock-Based Compensation Plans

19. Stock-Based Compensation Plans

Stock Option Awards

The following table presents a summary of stock option award activity for the six months ended June 30, 2012:

	Number of Shares(a)			Weighted Average Exercise Price
Outstanding at December 31, 2011		9,372,370		$	33.08
Granted		766,543			42.04
Exercised		(1,713,725	)		22.07
Forfeited, canceled or expired		(81,560	)		39.09
Outstanding at June 30, 2012		8,343,628			36.10

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

The grant date fair value of stock option awards granted was $14.43 per share for the six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2012:

	Shares of Restricted Stock (“RS”)					Restricted Stock Units (“RSU”)
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		348,691		$	34.36		319,944	$	29.43
Granted		411,435			42.96		22,201		38.51
RS’s Vested/RSU’s Issued		(67,392	)		22.04		—		—
Forfeited		(4,873	)		38.06		—		—
Outstanding at June 30, 2012		687,861			40.69		342,145		30.02

Performance Unit Awards

During the six months ended June 30, 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 per unit, 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 six months ended June 30, 2012:

	Number of Units
Outstanding at December 31, 2011		—
Granted		2,040,000
Settled		—
Canceled		—
Outstanding at June 30, 2012		2,040,000

XML

Derivatives (Effect Of Commodity Derivative Instruments In Statements Of Income (Detail) (Commodity Derivatives [Member], USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss)	$ 400	$ 234	$ 347	$ 177
Sales And Other Operating Revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss)	44	(4)	38	(19)
Cost Of Revenues [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss)	356	238	309	195
Other Income [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss)				$ 1

XML

Goodwill (Tables)

6 Months Ended

Jun. 30, 2012

Changes In Carrying Amount Of Goodwill

(In millions)	Refining & Marketing		Speedway		Pipeline Transportation		Total
Balance as of December 31, 2011	$	551	$	129	$	162	$	842
Acquisition(a)		—		83		—		83
Balance as of June 30, 2012	$	551	$	212	$	162	$	925

^(a) See Note 4 for information on the acquisition.

XML

Property, Plant and Equipment

6 Months Ended

Jun. 30, 2012

Property, Plant and Equipment

12. Property, Plant and Equipment

(In millions)	June 30, 2012		December 31, 2011
Refining & Marketing	$	14,621	$	14,221
Speedway		1,980		1,887
Pipeline Transportation		1,687		1,593
Corporate and Other		401		372
Total		18,689		18,073
Less accumulated depreciation		6,275		5,845
Net property, plant and equipment	$	12,414	$	12,228