MPC 10-K Annual Report Dec. 31, 2019 | Alphaminr
Marathon Petroleum Corp
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MPC 10-K Fiscal year ended Dec. 31, 2019

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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 GoveranceItem 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 Schedules

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 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 2.3 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 2.4 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 2.5 Agreement and Plan of Merger, dated as of April 29, 2018, by and among Marathon Petroleum Corporation, Andeavor, Mahi Inc. and Mahi LLC 8-K 2.1 4/30/2018 001-35054 2.6 Amendment to Agreement and Plan of Merger, dated as of July 3, 2018, by and among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC. S-4/A 2.2 7/5/2018 333-225244 2.7 Second Amendment to Agreement and Plan of Merger, dated as of September 18, 2018, by and among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC. 8-K 2.1 9/18/2018 001-35054 2.8 Agreement and Plan of Merger, dated as of May 7, 2019, by and among Andeavor Logistics LP, Tesoro Logistics GP, LLC, MPLX LP, MPLX GP LLC and MPLX MAX LLC. 8-K 2.1 5/8/2019 001-35054 3.1 Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated October 1, 2018. 8-K 3.2 10/1/2018 001-35054 3.2 Amended and Restated Bylaws of Marathon Petroleum Corporation dated as of February 27, 2019 10-K 3.2 2/28/2019 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 3/29/2011 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 3/29/2011 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 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 4.8 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 4.9 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 4.10 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 4.11 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 4.12 Eighth Supplemental Indenture, dated as of February 8, 2018, between MPLX LP 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 4.13 Ninth Supplemental Indenture, dated as of February 8, 2018, between MPLX LP 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 4.14 Tenth Supplemental Indenture, dated as of February 8, 2018, between MPLX LP 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 4.15 Eleventh Supplemental Indenture, dated as of February 8, 2018, between MPLX LP 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 4.16 Twelfth Supplemental Indenture, dated as of February 8, 2018, between MPLX LP 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 4.17 Third Supplemental Indenture, dated as of October 2, 2018, by and between MPC and the Bank of New York Mellon Trust Company, N.A. (including Form of Note). 8-K 4.1 10/5/2018 001-35054 4.18 Fourth Supplemental Indenture, dated as of October 2, 2018, by and between MPC and the Bank of New York Mellon Trust Company, N.A. (including Form of Note). 8-K 4.2 10/5/2018 001-35054 4.19 Fifth Supplemental Indenture, dated as of October 2, 2018, by and between MPC and the Bank of New York Mellon Trust Company, N.A. (including Form of Note). 8-K 4.3 10/5/2018 001-35054 4.20 Sixth Supplemental Indenture, dated as of October 2, 2018, by and between MPC and the Bank of New York Mellon Trust Company, N.A. (including Form of Note). 8-K 4.4 10/5/2018 001-35054 4.21 Seventh Supplemental Indenture, dated as of October 2, 2018, by and between MPC and the Bank of New York Mellon Trust Company, N.A. (including Form of Note). 8-K 4.5 10/5/2018 001-35054 4.22 Eighth Supplemental Indenture, dated as of October 2, 2018, by and between MPC and the Bank of New York Mellon Trust Company, N.A. (including Form of Note). 8-K 4.6 10/5/2018 001-35054 4.23 Indenture (including form of note), dated as of September 27, 2012, among Tesoro Corporation, the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 4.250% Senior Notes due 2017 and the 5.375% Senior Notes due 2022 8-K 4.1 10/2/2012 001-03473(Andeavor) 4.24 Indenture (including form of note), dated as of March 18, 2014, among Tesoro Corporation, the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.125% Senior Notes due 2024 8-K 4.1 3/18/2014 001-03473(Andeavor) 4.25 Indenture (including form of Notes), dated as of December 22, 2016, among Tesoro Corporation, the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 4.750% Senior Notes due 2023 and the 5.125% Senior Notes due 2026 8-K 4.1 12/22/2016 001-03473(Andeavor) 4.26 Indenture, dated as of December 21, 2017 among Andeavor and U.S. Bank National Association, as trustee, relating to the 3.800% Senior Notes due 2028 and the 4.500% Senior Notes due 2048 8-K 4.1 12/21/2017 001-03473(Andeavor) 4.27 First Supplemental Indenture, dated as of December 21, 2017 among Andeavor and U.S. Bank National Association, as trustee, relating to the 3.800% Senior Notes due 2028 and the 4.500% Senior Notes due 2048 8-K 4.2 12/21/2017 001-03473(Andeavor) 4.28 Indenture, dated as of October 29, 2014, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee , relating to the 5.50% Senior Notes due 2019 and the 6.25% Senior Notes due 2022 10-Q 4.3 10/31/2014 001-03473(Andeavor) 4.29 Indenture, dated as of May 12, 2016, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 6.375% Senior Notes due 2024 10-K 4.33 2/21/2017 001-03473(Andeavor) 4.30 Indenture, dated as of December 2, 2016, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.25% Senior Notes due 2025 10-K 4.34 2/21/2017 001-03473(Andeavor) 4.31 Indenture, dated as of November 28, 2017, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 3.500% Senior Notes due 2022, 4.250% Senior Notes due 2027 and 5.200% Senior Notes due 2047 8-K 4.1 11/28/2017 001-35143(Andeavor Logistics LP) 4.32 Supplemental Indenture, dated as of September 13, 2018, to Indenture dated as of September 27, 2012 between Andeavor and U.S. Bank National Association, as trustee. 8-K 4.1 9/14/2018 001-03473(Andeavor) 4.33 Supplemental Indenture, dated as of September 13, 2018, to Indenture, dated as of March 18, 2014 between Andeavor and U.S. Bank National Association, as trustee. 8-K 4.2 9/14/2018 001-03473(Andeavor) 4.34 First Supplemental Indenture, dated as of September 13, 2018, to Indenture, dated as of December 22, 2016 between Andeavor and U.S. Bank National Association, as trustee. 8-K 4.3 9/14/2018 001-03473(Andeavor) 4.35 Second Supplemental Indenture, dated as of September 13, 2018, to Indenture, dated as of December 21, 2017 between Andeavor and U.S. Bank National Association, as trustee. 8-K 4.4 9/14/2018 001-03473(Andeavor) 4.36 Thirteenth Supplemental Indenture, dated as of November 15, 2018, between MPLX LP and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of note) 8-K 4.1 11/15/2018 001-35714 4.37 Fourteenth Supplemental Indenture, dated as of November 15, 2018, between MPLX LP and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of note) 8-K 4.2 11/15/2018 001-35714 4.38 Fifteenth Supplemental Indenture, dated as of September9, 2019, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of note) 8-K 4.5 9/9/2019 001-35714 4.39 Sixteenth Supplemental Indenture, dated as of September9, 2019, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (including form of note) 8-K 4.6 9/9/2019 001-35714 4.40 Seventeenth Supplemental Indenture, dated as of September 23, 2019, between MPLX LP and the Bank of New York Mellon Trust Company, N.A. 8-K 4.1 9/27/2019 001-35714 4.41 Eighteenth Supplemental Indenture, dated as of September 23, 2019, between MPLX LP and the Bank of New York Mellon Trust Company, N.A. 8-K 4.2 9/27/2019 001-35714 4.42 Nineteenth Supplemental Indenture, dated as of September 23, 2019, between MPLX LP and the Bank of New York Mellon Trust Company, N.A. 8-K 4.3 9/27/2019 001-35714 4.43 Twentieth Supplemental Indenture, dated as of September 23, 2019, between MPLX LP and the Bank of New York Mellon Trust Company, N.A. 8-K 4.4 9/27/2019 001-35714 4.44 Twenty-First Supplemental Indenture, dated as of September 23, 2019, between MPLX LP and the Bank of New York Mellon Trust Company, N.A. 8-K 4.5 9/27/2019 001-35714 4.45 Twenty-Second Supplemental Indenture, dated as of September 23, 2019, between MPLX LP and the Bank of New York Mellon Trust Company, N.A. 8-K 4.6 9/27/2019 001-35714 4.46 Sixth Supplemental Indenture, dated as of September6, 2019, to Indenture dated as of October29, 2014, among Andeavor Logistics LP (f/k/a Tesoro Logistics LP), Tesoro Logistics Finance Corp. and U.S. Bank National Association, as Trustee 8-K 4.1 9/9/2019 001-35714 4.47 Fourth Supplemental Indenture, dated as of September6, 2019, to Indenture dated as of May12, 2016, among Andeavor Logistics LP (f/k/a Tesoro Logistics LP), Tesoro Logistics Finance Corp. and U.S. Bank National Association, as Trustee 8-K 4.2 9/9/2019 001-35714 4.48 Fourth Supplemental Indenture, dated as of September6, 2019, to Indenture dated as of December2, 2016, among Andeavor Logistics LP (f/k/a Tesoro Logistics LP), Tesoro Logistics Finance Corp. and U.S. Bank National Association, as Trustee 8-K 4.3 9/9/2019 001-35714 4.49 Second Supplemental Indenture, dated as of September6, 2019, to Indenture dated as of November28, 2017, among Andeavor Logistics LP (f/k/a Tesoro Logistics LP), Tesoro Logistics Finance Corp. and U.S. Bank National Association, as Trustee 8-K 4.4 9/9/2019 001-35714 4.50 Description of Securities 10.1 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 10.2 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 10.3 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 10.4 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 10.5* Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan S-3 4.3 12/7/2011 333-175286 10.6* Marathon Petroleum Corporation Policy for Recoupment of Annual Cash Bonus Amounts 10-K 10.10 2/29/2012 001-35054 10.7 * Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors 10-K 10.13 2/28/2013 001-35054 10.8 * Marathon Petroleum Amended and Restated Excess Benefit Plan 10-K 10.14 2/24/2017 001-35054 10.9 * Marathon Petroleum Amended and Restated Deferred Compensation Plan 10-K 10.13 2/29/2012 001-35054 10.10 * Marathon Petroleum Corporation Executive Tax, Estate, and Financial Planning Program 10-K 10.14 2/29/2012 001-35054 10.11* Speedway Excess Benefit Plan 10-K 10.15 2/29/2012 001-35054 10.12 * Speedway Deferred Compensation Plan 10-K 10.16 2/29/2012 001-35054 10.13 * 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 10.14 * 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 10.15 * 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 10.16 * Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan 10-K 10.21 2/28/2018 001-35054 10.17 * Form of Marathon Petroleum Corporation Restricted Stock Award Agreement Officer 10-Q 10.4 5/9/2012 001-35054 10.18 * Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement Officer 10-Q 10.5 5/9/2012 001-35054 10.19 * Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-Q 10.1 5/1/2017 001-35054 10.20 * MPC Non-Employee Director Phantom Unit Award Policy 10-K 10.32 2/28/2013 001-35054 10.21 * Form of Marathon Petroleum Corporation Restricted Stock Award Agreement Officer 10-Q 10.2 5/9/2013 001-35054 10.22 * Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement Officer 10-Q 10.3 5/9/2013 001-35054 10.23 * MPLX LP Form of MPC Officer Phantom Unit Award Agreement 10-Q 10.4 5/9/2013 001-35054 10.24 * MPLX LP Form of MPC Officer Performance Unit Award Agreement 2013-2015 Performance Cycle 10-Q 10.5 5/9/2013 001-35054 10.25 * First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan 10-Q 10.1 8/3/2015 001-35054 10.26 * First Amendment to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-Q 10.2 8/3/2015 001-35054 10.27 * Form of Modification to Performance Unit Award Agreements for the 2016-2018 and 2017-2019 Performance Cycles 10-K 10.33 2/28/2018 001-35054 10.28 * Marathon Petroleum Thrift Plan 10-K 10.45 2/24/2017 001-35054 10.29 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 10.30 * Form of Marathon Petroleum Corporation Performance Unit Award Agreement 10-Q 10.1 5/2/2016 001-35054 10.31 * Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer 10-Q 10.2 5/2/2016 001-35054 10.32 * Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer 10-Q 10.3 5/2/2016 001-35054 10.33 * Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.3 5/1/2017 001-35054 10.34 * Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.5 5/2/2016 001-35054 10.35 * Form of MPLX LP Performance Unit Award Agreement 10-Q 10.2 5/1/2017 001-35054 10.36 * MPLX LP Executive Change in Control Severance Benefits Plan 10-Q 10.4 10/30/2017 001-35054 10.37 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 10.38 MPLX LP 2018 Incentive Compensation Plan 8-K 10.1 3/5/2018 001-35714 10.39 Form of Marathon Petroleum Corporation Performance Unit Award Agreement 10-Q 10.3 4/30/2018 001-35054 10.40 Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer 10-Q 10.4 4/30/2018 001-35054 10.41 Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.5 4/30/2018 001-35054 10.42 Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.6 4/30/2018 001-35054 10.43 Form of MPLX LP Performance Unit Award Agreement 10-Q 10.7 4/30/2018 001-35054 10.44 Form of MPLX LP Phantom Unit Award Agreement - Officer 10-Q 10.8 4/30/2018 001-35054 10.45 Form of MPLX LP Phantom Unit Award Agreement - Officer - Three Year Cliff Vesting 10-Q 10.9 4/30/2018 001-35054 10.46 Voting and Support Agreement, dated as of April 29, 2018, by and among Marathon Petroleum Corporation, Andeavor, Mahi Inc. Mahi LLC, Paul L. Foster and Franklin Mountain Investments, LP. 8-K 10.1 4/30/2018 001-35054 10.47 Five Year Revolving Credit Agreement, dated as of August 28, 2018, among MPC, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, Citibank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, Ltd., MUFG Bank, 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, Citibank N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., and Royal Bank of Canada, as documentation agents, and the other lenders and issuing banks that are parties thereto. 8-K 10.1 8/31/2018 001-35054 10.48 * Letter Agreement between Marathon Petroleum Corporation and Gregory J. Goff, dated as of April 29, 2018 and effective as of October 1, 2018. 8-K 10.1 10/1/2018 001-35054 10.49 * Tesoro Corporation 2006 Long-Term Incentive Plan (as amended and restated) 8-K 10.4 12/18/2008 001-03473(Andeavor) 10.50 * Andeavor 2011 Long-Term Incentive Plan (as amended and restated) 10-K 10.68 2/21/2018 001-03473(Andeavor) 10.51 * Andeavor 2018 Long-Term Incentive Plan S-8 99.1 5/4/2018 333-224688(Andeavor) 10.52 * Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive Plan S-8 99.1 6/1/2017 333-218424(Andeavor) 10.53 * Nonqualified stock option inducement award letters, dated as of May 6, 2010, by and between Tesoro Corporation and Gregory J. Goff S-8 99.2 5/11/2011 333-174132(Andeavor) 10.54 * Marathon Petroleum Annual Cash Bonus Program 10-K 10.59 2/28/2019 001-35054 10.55 * Form of Executive Officer Synergy Incentive Award Agreement 8-K 10.1 1/30/2019 001-35054 10.56 * Form of Chief Executive Officer Synergy Incentive Award Agreement 8-K 10.2 1/30/2019 001-35054 10.57 * Tesoro Corporation 2016 Performance Share Award Grant Letter 8-K 10.4 2/3/2016 001-03473(Andeavor) 10.58 * Tesoro Corporation 2017 Performance Share Grant Letter 8-K 10.1 2/21/2017 001-03473(Andeavor) 10.59 * Tesoro Corporation 2016 Market Stock Unit Award Grant Letter 8-K 10.5 2/3/2016 001-03473(Andeavor) 10.60 * Tesoro Corporation 2017 Market Stock Unit Grant Letter 8-K 10.3 2/21/2017 001-03473(Andeavor) 10.61 * Tesoro Corporation Performance Share Awards Granted in 2016 Summary of Key Provisions 8-K 10.6 2/3/2016 001-03473(Andeavor) 10.62 * Tesoro Corporation Performance Share Awards Granted in 2017 Summary of Key Provisions 8-K 10.2 2/21/2017 001-03473(Andeavor) 10.63 * Tesoro Corporation Market Stock Unit Awards Granted in 2016 Summary of Key Provisions 8-K 10.7 2/3/2016 001-03473(Andeavor) 10.64 * Tesoro Corporation Market Stock Unit Awards Granted in 2017 Summary of Key Provisions 8-K 10.4 2/21/2017 001-03473(Andeavor) 10.65 * Andeavor 2018 Performance Share Award Grant Letter 8-K 10.1 2/20/2018 001-03473(Andeavor) 10.66 * Andeavor Performance Share Awards Granted in 2018 Summary of Key Provisions 8-K 10.2 2/20/2018 001-03473(Andeavor) 10.67 * Andeavor 2018 Market Stock Unit Award Grant Letter 8-K 10.3 2/20/2018 001-03473(Andeavor) 10.68 * Andeavor Market Stock Unit Awards Granted in 2018 Summary of Key Provisions 8-K 10.4 2/20/2018 001-03473(Andeavor) 10.69 Term Loan Agreement, dated as of January 2, 2018, by and 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, each of 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 lenders that are parties thereto 8-K 10.1 1/4/2018 001-35054 10.70 Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated January 1, 2019 10-K 10.75 2/28/2019 001-35054 10.71 * Conversion Notice for Andeavor Awards 10-K 10.76 2/28/2019 001-35054 10.72 First Amendment to Fourth Amended and Restated Omnibus Agreement, dated as of January 30, 2019, among Andeavor LLC, Marathon Petroleum Company LP, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC 10-K 10.77 2/28/2019 001-35054 10.73 Fourth Amended and Restated Omnibus Agreement, dated as of October 30, 2017, among Andeavor, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Tesoro Logistics LP and Tesoro Logistics GP, LLC 8-K 10.2 10/31/2017 001-35143(ANDX) 10.74 Third Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement, effective August 6, 2018, by and among Andeavor, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC 10-Q 10.2 11/17/2018 001-35143(ANDX) 10.75 Third Amended and Restated Senior Secured Revolving Credit Agreement, dated as of January 29, 2016, among Tesoro Logistics LP, Bank of America, N.A., as administrative agent, and the other lenders party thereto 8-K 10.1 2/3/2016 001-35143(ANDX) 10.76 Senior Secured Revolving Credit Agreement, dated as of January 29, 2016, among Tesoro Logistics LP, Bank of America, N.A., as administrative agent, and the other lenders party thereto 8-K 10.2 2/3/2016 001-35143(ANDX) 10.77 Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of January 5, 2018, among Andeavor Logistics LP, certain subsidiaries of Andeavor Logistics LP party thereto, the lenders party thereto, and Bank of America, N.A. 8-K 10.1 1/5/2018 001-35143(ANDX) 10.78 Amendment No. 1 to Credit Agreement, dated as of January 5, 2018, among Andeavor Logistics LP, certain subsidiaries of Andeavor Logistics LP party thereto, the lenders party thereto, and Bank of America, N.A. 8-K 10.2 1/5/2018 001-35143(ANDX) 10.79 Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of December 20, 2018, among Andeavor Logistics LP, as borrower, certain of its subsidiaries party thereto, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent 8-K 10.1 12/27/2018 001-35143(ANDX) 10.80 Amendment No. 2 to the Credit Agreement, dated as of December 20, 2018, among Andeavor Logistics LP, as borrower, certain of its subsidiaries party thereto, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent 8-K 10.2 12/27/2018 001-35143(ANDX) 10.81 MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy 10-K 10.86 2/28/2019 001-35054 10.82 * Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-K 10.87 2/28/2019 001-35054 10.83 Support Agreement, dated as of May 7, 2019, by and among MPLX LP, Andeavor Logistics LP, Tesoro Logistics GP, LLC, Western Refining Southwest, Inc. and Marathon Petroleum Corporation. 8-K 10.1 5/8/2019 001-35054 10.84 First Amendment to the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10.85 Cooperation Agreement, dated as of December 15, 2019, by and among Marathon Petroleum Corporation, MPLX LP, Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc. 8-K 10.1 12/16/2019 001-35054 10.86 Restricted Stock Award Agreement - Officer 10-Q 10.1 5/9/2019 001-35054 10.87 Nonqualified Stock Option Award Agreement - Officer 10-Q 10.2 5/9/2019 001-35054 10.88 Performance Unit Award Agreement 2019 - 2021 Performance Cycle 10-Q 10.3 5/9/2019 001-35054 10.89 Second Amendment to Receivables Purchase Agreement, dated July 19, 2019, by and among MPC Trade Receivables Company LLC, as seller, Marathon Petroleum Company LP, as servicer, MUFG Bank, Ltd., as administrative agent, 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 7/25/2019 001-35054 10.90 364-Day Revolving Credit Agreement, dated as of July 26, 2019, among MPC, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A., BofA Securities, Mizuho Bank, Ltd., MUFG Bank, Ltd. and Royal Bank of Canada, 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, Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., and Royal Bank of Canada, as documentation agents, and the other lenders and issuing banks that are parties thereto. 8-K 10.1 8/1/2019 001-35054 10.91 Amended and Restated Credit Agreement, dated as of July 26, 2019, by and among MPLX, as borrower, Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Bank, Ltd., MUFG Bank, Ltd. and Royal Bank of Canada, 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., MUFG Bank, Ltd. and Royal Bank of Canada, as documentation agents, and the other lenders and issuing banks that are parties thereto. 8-K 10.2 8/1/2019 001-35054 10.92 Waiver and Second Amendment to Fourth Amended and Restated Omnibus Agreement, dated as of July 29, 2019, by and among MPC, Andeavor Logistics LP, Tesoro Logistics GP, LLC, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC and Marathon Petroleum Company LP. 8-K 10.3 8/1/2019 001-35054 10.93 Term Loan Agreement, dated as of September 26, 2019, by and among MPLX LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo Securities, LLC, BofA Securities, Inc. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and the syndication agents, documentation agents and lenders that are parties thereto 8-K 10.1 9/27/2019 001-35714 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.