UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 21, 2011
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-35054 | 27-1284632 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 539 South Main Street Findlay, Ohio |
45840-3229 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
(419) 422-2121
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On May 26, 2011, Marathon Petroleum Corporation (the “Company”) filed with the Securities and Exchange Commission its final amendment to its Registration Statement on Form 10 (the “Form 10”) relating to its spin-off from Marathon Oil Corporation (“Marathon Oil”). The separation and distribution agreement between Marathon Oil and the Company relating to the spin-off provides that the aggregate balance of cash and cash equivalents that the Company will have on hand as of the distribution date will be as Marathon Oil deems appropriate, so long as that balance is not less than $1.425 billion. In accordance with the separation and distribution agreement, Marathon Oil has determined that the Company’s aggregate cash and cash equivalent balance as of the distribution date will be approximately $1.625 billion.
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 hereunto duly authorized.
| Marathon Petroleum Corporation | ||||
| Date: June 22, 2011 | By: | /s/ J. Michael Wilder | ||
| Name: J. Michael Wilder | ||||
| Title: Vice President, General Counsel and Secretary | ||||