As previously announced, on January 2, 2018, MPLX LP (“MPLX”), a master limited partnership formed and sponsored by Marathon Petroleum Corporation (“MPC”), entered into a Term Loan Agreement with Mizuho Bank, Ltd., as administrative agent, and the other parties thereto (the “Term Loan Agreement”) providing for a 364-day $4.1 billion term loan facility. The Term Loan Agreement was entered into in anticipation of the closing of the transactions contemplated to that certain Membership Interests Contribution Agreement, dated as of November 13, 2017 (the “Contribution Agreement”), by and among MPLX and certain wholly owned subsidiaries of MPC.

On February 1, 2018, MPLX closed the transactions contemplated under the Contribution Agreement and made a $4.1 billion term loan borrowing under the Term Loan Agreement. The proceeds from the borrowing were used to fund the cash consideration payable by MPLX under the Contribution Agreement.

The foregoing description of the Term Loan Agreement is included in MPC’s Current Report on Form 8-K filed on January 4, 2018 and is incorporated herein by reference.

As previously announced, MPLX GP LLC (the “General Partner”), a wholly owned subsidiary of MPC and the general partner of MPLX, entered into a Partnership Interests Restructuring Agreement, dated as of December 15, 2017 (the “Partnership Interests Restructuring Agreement”), with MPLX, to which the General Partner agreed to cancel the outstanding incentive distribution rights of MPLX (“IDRs”), all of which were held by the General Partner, and convert its 2% general partner interest in MPLX into a non-economic general partner interest, all in exchange for 275,000,000 common units representing limited partner interests in MPLX (“Common Units”) to be issued by MPLX to the General Partner (collectively, the “GP/IDR Restructuring”).

The GP/IDR Restructuring closed on February 1, 2018. Immediately following and after giving effect to the GP/IDR Restructuring, the General Partner owned approximately 64% of the issued and outstanding Common Units.

The foregoing description of the Partnership Interests Restructuring Agreement is not complete and is qualified in its entirety by reference to the full text of the Partnership Interests Restructuring Agreement, which was filed as Exhibit 10.1 to MPC’s Current Report on Form 8-K filed on December 19, 2017 and is incorporated herein by reference.

About Marathon Petroleum Corporation (NYSE:MPC)

Marathon Petroleum Corporation is engaged in petroleum product refining, marketing, retail and transportation businesses in the United States and the east of the Mississippi. The Company’s segments include Refining & Marketing, Speedway, and Midstream. Its Refining & Marketing segment refines crude oil and other feedstocks at its approximately seven refineries in the Gulf Coast and Midwest regions of the United States, purchases ethanol and refined products for resale and distributes refined products. It sells refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, its Speedway business segment and to independent entrepreneurs operating Marathon retail outlets. The Speedway segment sells transportation fuels and convenience products in the retail market in the Midwest, East Coast and Southeast. The Midstream segment gathers, processes and transports natural gas, and transports and stores crude oil and refined products.