MPC 10-K Annual Report Dec. 31, 2017 | Alphaminr
Marathon Petroleum Corp
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MPC 10-K Fiscal year ended Dec. 31, 2017

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MARATHON PETROLEUM CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 8. Financial Statements and Supplementary Data NoteItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement, dated as of May 25, 2011, among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation 10 2.1 5/26/2011 001-35054 2.2 Purchase and Sale Agreement, dated as of October 7, 2012, by and among BP Products North America Inc. and BP Pipelines (North America) Inc., as the Sellers and Marathon Petroleum Company LP, as the Buyer 8-K 2.1 10/9/2012 001-35054 2.3 Purchase Agreement by and between Speedway LLC and Hess Corporation, dated as of May 21, 2014 8-K 2.1 5/27/2014 001-35054 2.4 Amendment No. 1 effective as of September 30, 2014, to the Purchase Agreement by and between Speedway LLC and Hess Corporation, dated as of May 21, 2014 8-K 2.2 10/6/2014 001-35054 2.5 Agreement and Plan of Merger, dated as of July 11, 2015, by and among MPLX LP, Sapphire Holdco LLC, MPLX GP LLC, MarkWest Energy Partners, L.P. and, for certain limited purposes set forth therein, Marathon Petroleum Corporation. 8-K 2.1 7/16/2015 001-35054 2.6 Amendment to Agreement and Plan of Merger, dated as of November 10, 2015, by and among MPLX LP, Sapphire Holdco LLC, MPLX GP LLC, MarkWest Energy Partners, L.P. and Marathon Petroleum Corporation. 8-K 2.1 11/12/2015 001-35054 2.7 Amendment Number 2 to Agreement and Plan of Merger, dated as of November 16, 2015, by and among MPLX LP, Sapphire Holdco LLC, MPLX GP LLC, MarkWest Energy Partners, L.P. and Marathon Petroleum Corporation. 8-K 2.1 11/17/2015 001-35054 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 8-K 3.1 2/1/2018 001-35054 4.1 Indenture dated as of February 1, 2011 between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee 10 4.1 5/26/2011 001-35054 4.2 Form of the terms of the 31/2% Senior Notes due 2016, 51/8% Senior Notes due 2021 and 61/2% Senior Notes due 2041 of Marathon Petroleum Corporation (including Form of Notes) 10 4.2 5/26/2011 001-35054 4.3 First Supplemental Indenture, dated as of September 5, 2014, by and between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (including Form of Notes) 10-Q 4.1 11/3/2014 001-35054 4.4 Second Supplemental Indenture, dated as of December 14, 2015, by and between Marathon Petroleum Corporation and the Bank of New York Mellon Trust Company, N.A., as trustee (including Form of Notes) 8-K 4.1 12/14/2015 001-35054 4.5 Indenture, dated February 12, 2015, between MPLX LP and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 2/12/2015 001-35714 4.6 First Supplemental Indenture, dated February 12, 2015, between MPLX LP and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Notes) 8-K 4.2 2/12/2015 001-35714 4.7 Second Supplemental Indenture, dated as of December 22, 2015, by and between MPLX LP and the Bank of New York Mellon Trust Company, N.A. (including Form of Note) 8-K 4.2 12/22/2015 001-35714 4.8 Third Supplemental Indenture, dated as of December 22, 2015, by and between MPLX LP and the Bank of New York Mellon Trust Company, N.A. (including Form of Note) 8-K 4.3 12/22/2015 001-35714 4.9 Fourth Supplemental Indenture, dated as of December 22, 2015, by and between MPLX LP and the Bank of New York Mellon Trust Company, N.A. (including Form of Note) 8-K 4.4 12/22/2015 001-35714 4.10 Fifth Supplemental Indenture, dated as of December 22, 2015, by and between MPLX LP and the Bank of New York Mellon Trust Company, N.A. (including Form of Note) 8-K 4.5 12/22/2015 001-35714 4.11 Sixth Supplemental Indenture, dated as of February 10, 2017, by and between MPLX LP and the Bank of New York Mellon Trust Company, N.A. (including Form of Note) 8-K 4.1 2/10/2017 001-35714 4.12 Seventh Supplemental Indenture, dated as of February 10, 2017, by and between MPLX LP and the Bank of New York Mellon Trust Company, N.A. (including Form of Note) 8-K 4.2 2/10/2017 001-35714 4.13 Eighth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) 8-K 4.1 2/8/2018 001-35714 4.14 Ninth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) 8-K 4.2 2/8/2018 001-35714 4.15 Tenth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) 8-K 4.3 2/8/2018 001-35714 4.16 Eleventh Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) 8-K 4.4 2/8/2018 001-35714 4.17 Twelfth Supplemental Indenture, dated as of February 8, 2018, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note) 8-K 4.5 2/8/2018 001-35714 10.1 Tax Sharing Agreement dated as of May 25, 2011 by and among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC 10 10.1 5/26/2011 001-35054 10.2 Employee Matters Agreement dated as of May25, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation 10 10.2 5/26/2011 001-35054 10.3 Amendment to Employee Matters Agreement, dated as of June 30, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation 8-K 10.1 7/1/2011 001-35054 10.4 Receivables Purchase Agreement, dated as of December 18, 2013, by and among MPC Trade Receivables Company, LLC, Marathon Petroleum Company LP, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent and sole lead arranger, certain committed purchasers and conduit purchasers that are parties thereto from time to time and certain other parties thereto from time to time as managing agents and letter of credit issuers. 8-K 10.1 12/23/2013 001-35054 10.5 Second Amended and Restated Receivables Sale Agreement, dated as of December18, 2013, by and between Marathon Petroleum Company LP and MPC Trade Receivables Company LLC 8-K 10.2 12/23/2013 001-35054 10.6 $2,500,000,000 Four-Year Credit Agreement, dated July 20, 2016, by and among Marathon Petroleum Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., UBS Securities LLC, and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Citigroup Global Markets Inc., as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., UBS Securities LLC, and Wells Fargo Bank, National Association, as documentation agents, and several other commercial lending institutions that are party thereto. 8-K 10.1 7/26/2016 001-35054 10.7 $1,000,000,000 364-Day Revolving Credit Agreement, dated July 20, 2016, by and among Marathon Petroleum Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., UBS Securities LLC, and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Citigroup Global Markets Inc., as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., UBS Securities LLC, and Wells Fargo Bank, National Association, as documentation agents, and several other commercial lending institutions that are party thereto. 8-K 10.2 7/26/2016 001-35054 10.8 Contribution, Conveyance and Assumption Agreement, dated as of October 31, 2012, among MPLX LP, MPLX GP LLC, MPLX Operations LLC, MPC Investment LLC, MPLX Logistics Holdings LLC, Marathon Pipe Line LLC, MPL Investment LLC, MPLX Pipe Line Holdings LP and Ohio River Pipe Line LLC. 8-K 10.1 11/6/2012 001-35054 10.9 Omnibus Agreement, dated as of October 31, 2012, among Marathon Petroleum Corporation, Marathon Petroleum Company LP, MPL Investment LLC, MPLX Operations LLC, MPLX Terminal and Storage LLC, MPLX Pipe Line Holdings LP, Marathon Pipe Line LLC, Ohio River Pipe Line LLC, MPLX LP and MPLX GP LLC. 8-K 10.2 11/6/2012 001-35054 10.10* Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan S-3 4.3 12/7/2011 333-175286 10.11* Marathon Petroleum Corporation Policy for Recoupment of Annual Cash Bonus Amounts 10-K 10.10 2/29/2012 001-35054 10.12* Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors 10-K 10.13 2/28/2013 001-35054 10.13* Marathon Petroleum Amended and Restated Excess Benefit Plan 10-K 10.14 2/24/2017 001-35054 10.14* Marathon Petroleum Amended and Restated Deferred Compensation Plan 10-K 10.13 2/29/2012 001-35054 10.15* Marathon Petroleum Corporation Executive Tax, Estate, and Financial Planning Program 10-K 10.14 2/29/2012 001-35054 10.16* Speedway Excess Benefit Plan 10-K 10.15 2/29/2012 001-35054 10.17* Speedway Deferred Compensation Plan 10-K 10.16 2/29/2012 001-35054 10.18* Form of Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan Nonqualified Stock Option Award Agreement Section 16 Officer 8-K 10.6 7/7/2011 001-35054 10.19* Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Nonqualified Stock Option Award Agreement Section 16 Officer 8-K 10.2 12/7/2011 001-35054 10.20* Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Restricted Stock Unit Award Agreement Non-Employee Director 10-K 10.22 2/29/2012 001-35054 10.21* Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan 10.22* Form of Marathon Petroleum Corporation Restricted Stock Award Agreement Officer 10-Q 10.4 5/9/2012 001-35054 10.23* Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement Officer 10-Q 10.5 5/9/2012 001-35054 10.24* Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-Q 10.1 5/1/2017 001-35054 10.25* Marathon Petroleum Annual Cash Bonus Program 10-K 10.31 2/24/2017 001-35054 10.26* MPC Non-Employee Director Phantom Unit Award Policy 10-K 10.32 2/28/2013 001-35054 10.27* Form of Marathon Petroleum Corporation Restricted Stock Award Agreement Officer 10-Q 10.2 5/9/2013 001-35054 10.28* Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement Officer 10-Q 10.3 5/9/2013 001-35054 10.29* MPLX LP Form of MPC Officer Phantom Unit Award Agreement 10-Q 10.4 5/9/2013 001-35054 10.30* MPLX LP Form of MPC Officer Performance Unit Award Agreement 2013-2015 Performance Cycle 10-Q 10.5 5/9/2013 001-35054 10.31* First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan 10-Q 10.1 8/3/2015 001-35054 10.32* First Amendment to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-Q 10.2 8/3/2015 001-35054 10.33* Form of Modification to Performance Unit Award Agreements for the 2016-2018 and 2017-2019 Performance Cycles 10.34* Marathon Petroleum Thrift Plan 10-K 10.45 2/24/2017 001-35054 10.35 Loan Agreement, by and between MPLX LP and MPC Investment LLC, dated December 4, 2015 8-K 10.1 12/10/2015 001-35054 10.36 First Amendment to Receivables Purchase Agreement, dated July 20, 2016, by and among MPC Trade Receivables Company LLC, Marathon Petroleum Company LP, The Bank of Tokyo-Mitsubishi UFJ., Ltd., New York Branch, as administrative agent and sole lead arranger, certain committed purchasers and conduit purchasers that are parties thereto from time to time and certain other parties thereto from time to time as managing agents and letter of credit issuers. 8-K 10.3 7/26/2016 001-35054 10.37* Form of Marathon Petroleum Corporation Performance Unit Award Agreement 10-Q 10.1 5/2/2016 001-35054 10.38* Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer 10-Q 10.2 5/2/2016 001-35054 10.39* Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer 10-Q 10.3 5/2/2016 001-35054 10.40* Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.3 5/1/2017 001-35054 10.41* Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.5 5/2/2016 001-35054 10.42* Form of MPLX LP Performance Unit Award Agreement 10-Q 10.2 5/1/2017 001-35054 10.43* MPLX LP Executive Change in Control Severance Benefits Plan 10-Q 10.4 10/30/2017 001-35054 10.44 $2,500,000,000 Five-Year Revolving Credit Agreement, dated July 21, 2017, by and among Marathon Petroleum Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and RBC Capital Markets, as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association, as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Royal Bank of Canada, as documentation agents, and several other commercial lending institutions that are party thereto. 8-K 10.1 7/27/2017 001-35054 10.45 $1,000,000,000 364-Day Revolving Credit Agreement, dated July 21, 2017, by and among Marathon Petroleum Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and RBC Capital Markets, as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association, as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Royal Bank of Canada, as documentation agents, and several other commercial lending institutions that are party thereto. 8-K 10.2 7/27/2017 001-35054 10.46 Credit Agreement, dated as of July 21, 2017, among MPLX LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and RBC Capital Markets, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citigroup Global Markets Inc., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Royal Bank of Canada, as documentation agents, and the other lenders and issuing banks that are parties thereto. 8-K 10.3 7/27/2017 001-35054 10.47 Partnership Interests Restructuring Agreement, dated as of December 15, 2017, among MPLX GP LLC and MPLX LP 8-K 10.1 12/19/2017 001-35054 10.48 Term Loan Agreement, dated as of January 2, 2018, among MPLX LP, as borrower, Mizuho Bank, Ltd., as administrative agent, each of Mizuho Bank, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Bank PLC, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Bank PLC, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, as syndication agents, and the other lenders and issuing banks that are parties thereto. 8-K 10.1 1/4/2018 001-35714 12.1 Computation of Ratio of Earnings to Fixed Charges 14.1 Code of Ethics for Senior Financial Officers 10-K 14.1 2/24/2017 001-35054 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney of Directors and Officers of Marathon Petroleum Corporation 31.1 Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934. 31.2 Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.