MPC 10-K Annual Report Dec. 31, 2020 | Alphaminr
Marathon Petroleum Corp
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MPC 10-K Fiscal year ended Dec. 31, 2020

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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 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 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 April 29, 2018, by and among Marathon Petroleum Corporation, Andeavor, Mahi Inc. and Mahi LLC 8-K 2.1 4/30/2018 001-35054 2.3 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 2.4 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 2.5 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 2.6 Purchase and Sale Agreement, dated as of August 2, 2020, by and betweenMPC,the MPCsubsidiariesparty theretoand 7-Eleven, Inc. 8-K 2.1 8/3/2020 001-35054 2.7 Amendment to Purchase and Sale Agreement, dated as of October 16, 2020, by and among MPC, the MPC subsidiaries party thereto and 7-Eleven, Inc. 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,betweenMarathon 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 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 4.3 Description of Securities 10.1 Receivables Purchase Agreement, dated as of December 18, 2013, by and among MPC Trade Receivables CompanyLLC, 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 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 10.4 * Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan S-3 4.3 12/7/2011 333-175286 10.5* Marathon Petroleum Corporation Policy for Recoupment of Annual Cash Bonus Amounts 10-K 10.10 2/29/2012 001-35054 10.6 * Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors 10-K 10.13 2/28/2013 001-35054 10.7 * Marathon Petroleum Amended and Restated Excess Benefit Plan 10-K 10.14 2/24/2017 001-35054 10.8 * Marathon Petroleum Amended and Restated Deferred Compensation Plan 10-K 10.13 2/29/2012 001-35054 10.9 * Marathon Petroleum Corporation Executive Tax, Estate, and Financial Planning Program 10-K 10.14 2/29/2012 001-35054 10.10* Speedway Excess Benefit Plan 10-K 10.15 2/29/2012 001-35054 10.11 * Speedway Deferred Compensation Plan 10-K 10.16 2/29/2012 001-35054 10.12 * 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 10.13 * 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 10.14 * 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 10.15 * Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan 10-K 10.21 2/28/2018 001-35054 10.16 * Form of Marathon Petroleum Corporation Restricted Stock Award Agreement Officer 10-Q 10.4 5/9/2012 001-35054 10.17 * Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement Officer 10-Q 10.5 5/9/2012 001-35054 10.18 * MPC Non-Employee Director Phantom Unit Award Policy 10-K 10.32 2/28/2013 001-35054 10.19 * Form of Marathon Petroleum Corporation Restricted Stock Award Agreement Officer 10-Q 10.2 5/9/2013 001-35054 10.20 * Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement Officer 10-Q 10.3 5/9/2013 001-35054 10.21 * MPLX LP Form of MPC Officer Phantom Unit Award Agreement 10-Q 10.4 5/9/2013 001-35054 10.22 * First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan 10-Q 10.1 8/3/2015 001-35054 10.23 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 10.24 * Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer 10-Q 10.2 5/2/2016 001-35054 10.25 * Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer 10-Q 10.3 5/2/2016 001-35054 10.26 * Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.5 5/2/2016 001-35054 10.27 * MPLX LP Executive Change in Control Severance Benefits Plan 10-Q 10.4 10/30/2017 001-35054 10.28 * MPLX LP 2018 Incentive Compensation Plan 8-K 10.1 3/5/2018 001-35714 10.29 * Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer 10-Q 10.4 4/30/2018 001-35054 10.30 * Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.5 4/30/2018 001-35054 10.31 * Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer 10-Q 10.6 4/30/2018 001-35054 10.32 * Form of MPLX LP Performance Unit Award Agreement 10-Q 10.7 4/30/2018 001-35054 10.33 * Form of MPLX LP Phantom Unit Award Agreement - Officer 10-Q 10.8 4/30/2018 001-35054 10.34 * Form of MPLX LP Phantom Unit Award Agreement - Officer - Three Year Cliff Vesting 10-Q 10.9 4/30/2018 001-35054 10.35 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,N.A.,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 10.36 * Andeavor 2011 Long-Term Incentive Plan (as amended and restated) 10-K 10.68 2/21/2018 001-03473(Andeavor) 10.37 * Form of Executive Officer Synergy Incentive Award Agreement 8-K 10.1 1/30/2019 001-35054 10.38 * Form of Chief Executive Officer Synergy Incentive Award Agreement 8-K 10.2 1/30/2019 001-35054 10.39 * Andeavor 2018 Performance Share Award Grant Letter 8-K 10.1 2/20/2018 001-03473(Andeavor) 10.40 * Andeavor Performance Share Awards Granted in 2018 Summary of Key Provisions 8-K 10.2 2/20/2018 001-03473(Andeavor) 10.41 * Andeavor 2018 Market Stock Unit Award Grant Letter 8-K 10.3 2/20/2018 001-03473(Andeavor) 10.42 * Andeavor Market Stock Unit Awards Granted in 2018 Summary of Key Provisions 8-K 10.4 2/20/2018 001-03473(Andeavor) 10.43 * 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 10.44 * Conversion Notice for Andeavor Awards 10-K 10.76 2/28/2019 001-35054 10.45 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 10.46 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) 10.47 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 11/7/2018 001-35143(ANDX) 10.48 * MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy 10-K 10.86 2/28/2019 001-35054 10.49 * Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-K 10.87 2/28/2019 001-35054 10.50 * First Amendment to the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-K 10.84 2/28/2020 001-35054 10.51 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 10.52 * Restricted Stock Award Agreement - Officer 10-Q 10.1 5/9/2019 001-35054 10.53 * Nonqualified Stock Option Award Agreement - Officer 10-Q 10.2 5/9/2019 001-35054 10.54 * Performance Unit Award Agreement 2019 - 2021 Performance Cycle 10-Q 10.3 5/9/2019 001-35054 10.55 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 10.56 Omnibus Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement, Receivables Purchase Agreement and Performance Undertaking, dated as of October 1, 2020, by and among Marathon Petroleum Corporation, Marathon Petroleum Company LP, MPC Trade Receivables Company LLC, Marathon Petroleum Trading Canada LLC, MUFG Bank, Ltd., as the 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 10-Q 10.3 11/6/2020 001-35054 10.57 Amended and Restated Credit Agreement, dated as of July 26, 2019, by and among MPLXLP, 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 10.58 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, Andeavor Logistics GP LLCand Marathon Petroleum Company LP 8-K 10.3 8/1/2019 001-35054 10.59 * Form of 2020 Officer RSU Award Agreement 10-Q 10.2 5/7/2020 001-35054 10.60 * Form of 2020 Officer Stock Option Award Agreement 10-Q 10.3 5/7/2020 001-35054 10.61 * Form of 2020 Officer Performance Unit Award Agreement 2020 - 2022 Performance Cycle 10-Q 10.4 5/7/2020 001-35054 10.62 * Form of 2020 MPLX LP Phantom Unit Award Agreement - MPC Officer 10-Q 10.5 5/7/2020 001-35054 10.63 * Form of MPLX LP Performance Unit Award Agreement 2020-2022 Performance Cycle - MPC Officer 10-Q 10.6 5/7/2020 001-35054 10.64 Revolving Credit Agreement, dated as of September 23, 2020, 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, BofA Securities, Inc., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada and TD Securities (USA) LLC, 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., Royal Bank of Canada and TD Securities (USA) LLC, as documentation agents, and the other lenders and issuing banks that are parties thereto 8-K 10.1 9/28/2020 001-35054 10.65 * Chief Executive Officer RSU Award Agreement 10-Q 10.2 11/6/2020 001-35054 10.66 * Letter Agreement with Timothy T. Griffith, dated November 13, 2020 8-K 10.1 11/18/2020 001-35054 10.67 Aircraft Time Sharing Agreement, dated as of December 29, 2020, by and between Marathon Petroleum Company LP and Michael J. Hennigan 10.68 364-Day Revolving Credit Agreement, dated as of April 27, 2020, by and among Marathon Petroleum Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Citibank, N.A.(Citi), Mizuho Bank, Ltd. (Mizuho), Barclays Bank PLC, MUFG Union Bank, N.A., Royal Bank of Canada and TD Securities (USA) LLC, as joint lead arrangers and bookrunners, Citi and Mizuho, as syndication agents, and the other agents and lenders that are parties thereto 8-K 10.1 4/27/2020 001-35054 10.69 * Form of 2021 MPC Officer RSU Award Agreement 10.70 * Form of 2021 MPC Performance Share Unit Award Agreement 2021 - 2023 Performance Cycle 10.71 * Form of 2021 MPLX LP Phantom Unit Award Agreement - MPC Officer 10.72 * 2021 Marathon Petroleum Annual Cash Bonus Program 10.73 * Marathon Petroleum Executive Deferred Compensation Plan, effective January 1, 2021 10.74 * Marathon Petroleum Executive Deferred Compensation Plan Adoption Agreement, effective January 1, 2021 10.75 * Form of 2021 MPC Restricted Stock Unit Award Broad-Based Employees 10.76 * Form of 2021 MPC Performance Share Unit Award Agreement 2021-2023 Performance Cycle Broad-Based Employees 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.