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Acquisition of BP’s Texas City Refinery and Related Logistics and Marketing Assets October 8, 2012

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Page 1: Acquisition of BP’s Texas City Refinery and Related ... of BP’s Texas City Refinery and Related Logistics and Marketing Assets ... and pricing of crude oil and ... above the earnout

Acquisition of BP’s Texas City Refinery and Related Logistics and Marketing Assets

October 8, 2012

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Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. These forward-

looking statements relate to, among other things, MPC’s current expectations, estimates and projections concerning MPC’s business and operations and the business and operations proposed to be acquired from BP, which we refer to as the BP Texas City assets. You can identify forward-looking statements by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “could,” “may,” “should,” “would,” “will” or other similar expressions that convey the uncertainty of future events or outcomes. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the company’s control and are difficult to predict. Factors that could cause actual results to differ materially from those in the forward-looking statements include: our ability to successfully complete the acquisition of the BP Texas City assets, including, without limitation, the receipt of regulatory approvals and the satisfaction of other customary closing conditions; our ability to successfully integrate the BP Texas Cityassets into our operations; our ability to achieve fully the strategic and financial objectives related to the proposed acquisition of the BP Texas City assets, including the acquisition being accretive to our earnings; and unexpected costs or liabilities thatmay arise from the acquisition ownership, or operation of, the BP Texas City assets; volatility in and/or degradation of market and industry conditions; the availability and pricing of crude oil and other feedstocks; slower growth in domestic and Canadian crude supply; completion of pipeline capacity to areas outside the U.S. Midwest; consumer demand for refined products; changes in governmental regulations; transportation logistics; the availability of materials and labor, delays in obtaining necessary third-party approvals, and other risks customary to construction projects; the reliability of processing units and other equipment; our ability to successfully implement growth opportunities and the integration of acquired assets; other risk factors inherent to our industry; and the factors set forth under the heading “Risk Factors” in MPC’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC. In addition, the forward-looking statements included herein could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed here or in MPC’s Form 10-K could also have material adverse effects on forward-looking statements. Copies of MPC’s Form 10-K are available on the SEC website, at http://www.ir.marathonpetroleum.com or by contacting MPC’s Investor Relations Office.

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Transaction Overview

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451 MBPCD (475 MBPSD) high complexity refinery, Nelson Complexity Index of 15.3

1,040 megawatt cogeneration (cogen) facility

Supplies power and steam to the refinery

Surplus power sold into grid

More than 100 miles of NGL pipelines consisting of 3 intrastate systems originating at the refinery

Four light product terminals

Branded contract assignments representing ~1,200 locations with volume of ~64 MBPD

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Transaction Highlights

Supports MPC strategy to grow in existing and contiguous markets and expand integrated model

One of the largest and most complex refineries in the U.S.

Well connected to crude and products markets, including exports

Attractive base cash purchase price of $598 million. Equates to estimated net cash refining asset purchase price of $21 per complexity BBL, $328 per capacity BBL.

Potential $700 million earnout over six year period

Expected to be immediately accretive to earnings

Incremental EBITDA of $700 million to $1.2 billion based on historical pricing

Accretive to earnings per share by 13% to 27% based on historical pricing

Potential significant economic upside from synergies and process optimization

Expected to close in early 2013, subject to regulatory review and customary closing conditions

Expected to be financed with cash on hand

Continue to balance return of capital to shareholders while capturing incremental value through investments in the business

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Diversification and Balance in MPC’s Refining Network

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Midwest Capacity 623,000 BPCD

Louisiana Capacity 490,000 BPCD

Texas Capacity 531,000 BPCD

Canton, OH 78,000Catlettsburg, KY 233,000Detroit, MI 106,000Robinson, IL 206,000BP Texas City, TX 451,000MPC Texas City, TX 80,000Garyville, LA 490,000

Total 1,644,000

Note: BPCD = Barrels Per Calendar Day

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Access To Advantaged Crude Supply

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Texas City

Eagle Ford

Bakken / Canadian

Garyville

WTI

Access to growing WTI, Canadian and Bakken crudes Seaway Reversal 2012 Seaway Expansion 2013 Longhorn 2013 Gulf Coast Access 2014 BridgeTex 2014 Keystone XL 2015

Close proximity to Eagle Ford Opportunity to optimize crude logistics across

MPC’s three USGC refineries

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Product Logistics Opportunities

777

Exports toMexico/SA/Europe

PasadenaZachary

SoutheastMidwest

Florida

Flexible product placement

Domestic and export opportunities

Synergies with MPC’s Texas City and Garyville refineries and MPC logistics

Garyville

Texas City

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Refinery and Cogen

Light Product Terminals

Intrastate NGL Pipelines

Plantation Pipeline

Colonial Pipeline

Primary Retail Assignment Region

Logistics Assets

Light product terminals Nashville, TN

Charlotte, NC

Selma, NC

Jacksonville, FL

Three intrastate NGL pipelines

Colonial Pipeline space 50 MBPD gasoline shipper

history

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Marketing Assets and Integration

Integrated acquisition includes Assignment of branded-jobber contracts

representing ~1,200 BP retail sites

~64 MBPD of gasoline sales

Locations primarily in FL, MS, TN and AL

BP trademark to be used during transition process

Strategic step in retail growth Nearly doubles Marathon’s branded site

count in Southeast

Complementary to recent regional growth

Partnership opportunity with premier Southeast jobbers

Opportunity to expand relationship with existing Marathon jobbers

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World Scale and Highly Complex Refinery

10

0

5

10

15

20

0 100 200 300 400 500 600 700

Nel

son

Com

plex

ity In

dex

Crude Capacity (MBCD)

MPCGary-ville

US Refineries. Source: Oil & Gas Journal Dec 2011

BP Texas City

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Texas City Refinery Assets 451,000 BPCD (475,000 BPSD) refinery

consisting of:

233,000 BPCD heavy-sour crude unit

218,000 BPCD medium-sour crude unit

Bottoms upgrading

63,000 BPCD resid hydrocracker

29,700 BPCD coking

Nelson Complexity Index: 15.3

Substantial onsite storage capacity along with marine distribution capability

Significant recent investments by BP

Advantageous petrochemical configuration

1,040 megawatt cogen facility

Excellent crude optionality including access to Canadian, Eagle Ford and mid-continent crudes

Significant product logistics optionality

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Projected Synergies and Capital Investments

EBITDA Synergies of ~$440 MM thru 2017, ~$130 MM annually thereafter

Feedstock optimization

Florida and export optimization

Refinery processing opportunities

Total Synergy Investments of ~$170MM

Dock upgrades

Storage tank additions and connectivity

(Millions)

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Projected Synergy Capital Investments

$0

$40

$80

$120

$160

2013E 2014E 2015E 2016E

Projected Incremental Synergies EBITDA

$0

$40

$80

$120

$160

2013E 2014E 2015E 2016E 2017E+

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Projected Sustaining Capital Investments*(Millions)

13

$0

$100

$200

$300

$400

$500

2013E 2014E 2015E 2016E 2017E 2018E 2019E

Refinery All Other

* Excludes synergy and other value accretive investments

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Cash Purchase Price Excluding Earnout

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Base cash purchase price (millions) $ 598

Less: Cogen facility (290)

Less: Terminals and other logistics assets (120)

Less: Retail marketing (40)

Estimated Net Refining Asset Price $ 148 (Excludes ~$1,200 MM initial inventory purchase)

EBITDA Multiple* 0.5x - 0.9x

Capacity (MBPCD) 451

Nelson Complexity Index 15.3

Estimated Price per Capacity Bbl $ 328

Estimated Price per Complexity Bbl $ 21

*See slide 16 for EBITDA

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Indicative Purchase Price Comparison

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*MPC-BP Texas City is based on a $148MM net refinery purchase price and full $700MM earnout. See appendix for calculation**PBF-Toledo is based on a $400MM net refinery purchase price and $125 MM earnout Source: MPC calculations based on transaction announcements and OGJ data (barrels per calendar day)

$0 $100 $200 $300 $400

PBF-Toledo (12/2010) with earnout**

PBF-Toledo (12/2010) without earnout

VLO-Pembroke (3/2011)

VLO-Meraux (10/2011)

PBF-Paulsboro (12/2010)

MPC-BP Texas City with earnout*

Delta-Trainer (4/2012)

PBF- Del City (6/2010)

Alon-Bakersfield (6/2010)

MPC-BP Texas City without earnout

TSO-Carson (8/2012) $16

$21

$66

$109

$122

$123

$151

$218

$241

$290

$381

Price per refinery complexity barrel

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Expected Accretive Transaction (MM unless otherwise indicated)

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MPC Base EBITDA - analyst 2013 consensus estimates(1) $ 4,759 $ 4,759 Assets to be acquired EBITDA using 2006-2010 pricing(2)(4) 1,200 Assets to be acquired EBITDA using 2011 pricing(2)(5) 700 Total EBITDA $ 5,959 $ 5,459

Improvement 25% 15%

MPC Base Net Income - analyst 2013 consensus estimates $ 2,425 $ 2,425 Assets to be acquired Net Income using 2006-2010 pricing(2)(4) 650 Assets to be acquired Net Income using 2011 pricing(2)(5) 325

Total Net Income $ 3,075 $ 2,750

MPC Base EPS(3) $7.11 $7.11 MPC + Assets to be acquired EPS(3) $9.02 $8.06

Accretion 27% 13%

(1) Consensus estimates as of October 4, 2012(2) Based on MPC 2013 operating estimates and applicable historical price information(3) Assumes 341 million shares outstanding(4) Argus Sour Crude Price Index (ASCI) 3-2-1 crack spread of $15.10 used as pricing metric for 2006-2010 (5) ASCI crack spread of $11.57 used as pricing metric for 2011

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Earnout Provision Summary

Term: 6 years

Overall earnout cap: $700 million

Earnout margin: (actual crude volume plus 50% feedstock volume processed) x (ASCI 3-2-1 crack)

Margin sharing 50/50 above the earnout margin threshold up to annual cap

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Year Earnout Margin Threshold (MM) Annual Cap (MM)

1 $1775 $200

2 $1775 $200

3 $1775 $200

4 $1650 $250

5 $1650 $250

6 $1650 $250

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MPC Operations

Refinery Terminal Coastal Water Terminal

Inland Water Terminal

Refinery and Cogen

Light ProductTerminals

Primary Retail Assignment Region

Transaction Complements MPC’s Integrated System

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Refinery 451,000 BPCD (475,000 BPSD) refinery Nelson Complexity Index: 15.3 Significant recent investments Excellent crude optionality Substantial products logistics opportunities Advantageous petrochemical configuration

Cogen Facility 1040 megawatts of electrical capacity and 4.6 million

lbs/hr steam Supplies power and steam to the refinery

Light Product Terminals Nashville, TN Charlotte, NC Selma, NC Jacksonville, FL

Pipelines More than 100 miles of NGL pipelines consisting of

three intrastate systems originating at the refinery 50 MBPD gasoline shipper history on Colonial Pipeline

Retail Assignments ~64 MBPD of BP brand gasoline contracts ~1,200 locations

Connecting Pipelines

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Appendix

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Cash Purchase Price Including Full Earnout

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Base cash purchase price (millions) $ 598 Full earnout 700

Total purchase price with full earnout $ 1,298

Less: Cogen facility (290)Less: Terminals and other logistics assets (120)

Less: Retail marketing (40)

Estimated Net Refining Asset Price $ 848 (Excludes ~$1,200 MM initial inventory purchase)

EBITDA multiple* 1.1x - 1.9x Capacity (MBPCD) 451Nelson Complexity Index 15.3

Estimated Price per Capacity Bbl $ 1,880

Estimated Price per Complexity Bbl $ 123 *See slide 16 for EBITDA