MPC 10-K Annual Report Dec. 31, 2023 | Alphaminr
Marathon Petroleum Corp

MPC 10-K Fiscal year ended Dec. 31, 2023

MARATHON PETROLEUM CORP
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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 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 InformationItem 9C. Disclosures Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Purchase and Sale Agreement, dated as of August 2, 2020, by and between MPC, the MPC subsidiaries party thereto and 7-Eleven, Inc. 8-K 2.1 8/3/2020 001-35054 2.2 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. 10-K 2.7 2/26/2021 001-35054 2.3 Amendment No. 2 to Purchase and Sale Agreement, dated as of May 14, 2021, by and among the Company, Sellers and Purchaser 8-K 2.3 5/14/2021 001-35054 3.1 Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 26, 2023 8-K 3.2 4/27/2023 001-35054 3.2 Amended and Restated Bylaws of Marathon Petroleum Corporation, dated October 27, 2021 10-Q 3.2 11/2/2021 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 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-K 4.3 2/23/2023 001-35054 10.1 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 10.2 * Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan S-3 4.3 12/7/2011 333-175286 10.3* Marathon Petroleum Corporation Policy for Recoupment of Annual Cash Bonus Amounts 10-K 10.10 2/29/2012 001-35054 10.4 * 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 10.5 * Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan 10-K 10.21 2/28/2018 001-35054 10.6 * MPLX LP 2012 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy 10-K 10.32 2/28/2013 001-35054 10.7 * First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan 10-Q 10.1 8/3/2015 001-35054 10.8 * MPLX LP Executive Change in Control Severance Benefits Plan 10-Q 10.4 10/30/2017 001-35054 10.9 * MPLX LP 2018 Incentive Compensation Plan 8-K 10.1 3/5/2018 001-35714 10.10 * 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 10.11 * MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy 10-K 10.86 2/28/2019 001-35054 10.12 * Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-K 10.87 2/28/2019 001-35054 10.13 * First Amendment to the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan 10-K 10.84 2/28/2020 001-35054 10.14 * Nonqualified Stock Option Award Agreement - Officer 10-Q 10.2 5/9/2019 001-35054 10.15 * Form of 2020 Officer Stock Option Award Agreement 10-Q 10.3 5/7/2020 001-35054 10.16 * Aircraft Time Sharing Agreement, dated as of December 29, 2020, by and between Marathon Petroleum Company LP and Michael J. Hennigan 10-K 10.67 2/26/2021 001-35054 10.17 * Form of 2021 MPC Officer RSU Award Agreement 10-K 10.69 2/26/2021 001-35054 10.18 * Form of 2021 MPC Performance Share Unit Award Agreement 2021 - 2023 Performance Cycle 10-K 10.70 2/26/2021 001-35054 10.19 * Form of 2021 MPLX LP Phantom Unit Award Agreement - MPC Officer 10-K 10.71 2/26/2021 001-35054 10.20 * Marathon Petroleum Executive Deferred Compensation Plan, effective January 1, 2021 10-K 10.73 2/26/2021 001-35054 10.21 * Marathon Petroleum Executive Deferred Compensation Plan Adoption Agreement, effective January 1, 2021 10-K 10.74 2/26/2021 001-35054 10.22 * Form of 2021 MPC Restricted Stock Unit Award Broad-Based Employees 10-K 10.75 2/26/2021 001-35054 10.23 * Form of 2021 MPC Performance Share Unit Award Agreement 2021-2023 Performance Cycle Broad-Based Employees 10-K 10.76 2/26/2021 001-35054 10.24 * Marathon Petroleum Corporation 2021 Incentive Compensation Plan 8-K 10.1 5/4/2021 001-35054 10.25 * Form of 2022 MPC Officer Performance Unit Award Agreement 2022-2024 Performance Cycle 10-K 10.64 2/24/2022 001-35054 10.26 * Form of 2022 MPC Officer RSU Award Agreement 3-year Pro Rata Vesting 10-Q 10.5 5/3/2022 001-35054 10.27 Revolving Credit Agreement, dated as of July 7, 2022, 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., RBC Capital Markets, 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 The Toronto-Dominion Bank, New York Branch, as documentation agents, and the other lenders and issuing banks that are parties thereto 8-K 10.1 7/12/2022 001-35054 10.28 Revolving Credit Agreement, dated as of July 7, 2022, by and 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, BofA Securities, Inc., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets and TD Securities (USA) LLC, 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, Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the other lenders and issuing banks that are parties thereto 8-K 10.2 7/12/2022 001-35054 10.29 * 2023 Marathon Petroleum Annual Cash Bonus Program 10-K 10.47 2/23/2023 001-35054 10.30 * Form of 2023 MPC Officer Performance Share Unit Award Agreement 2023-2025 Performance Period 10-K 10.48 2/23/2023 001-35054 10.31 * Form of 2023 MPC Officer RSU Award Agreement - 2021 Plan 10-K 10.49 2/23/2023 001-35054 10.32 * Marathon Petroleum Thrift Plan, as amended and restated effective January 1, 2023 10-K 10.50 2/23/2023 001-35054 10.33 * Form of 2023 MPLX Phantom Unit Award Agreement 10-K 10.52 2/23/2023 001-35054 10.34 * First Amendment to the Marathon Petroleum Thrift Plan 10-Q 10.3 5/2/2023 001-35054 10.35 * Second Amendment to the Marathon Petroleum Thrift Plan 10-Q 10.1 8/1/2023 001-35054 10.36 * Third Amendment to the Marathon Petroleum Thrift Plan 10.37 * Fourth Amendment to the Marathon Petroleum Thrift Plan 10.38 * MPLX 2012 Incentive Compensation Plan 10-K 10.26 3/25/2013 001-35714 10.39 * Form of 2022 MPLX Phantom Unit Award Agreement 10-Q 10.1 5/3/2022 001-35714 10.40 * First Amendment to the MPLX 2018 Incentive Compensation Plan 10-K 10.75 2/28/2020 001-35714 10.41 * Form of MPC Officer Performance Unit Award Agreement 2024-2026 Performance Cycle 10.42 * Form of 2024 MPC Officer RSU Award Agreement 10.43 * 2024 Marathon Petroleum Annual Cash Bonus Program 10.44 * Marathon Petroleum Deferred Compensation Plan (as amended and restated effective December 31, 2023) 10.45 * Marathon Petroleum Excess Benefit Plan (as amended and restated effective December 31, 2023) 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. 97.1 Marathon Petroleum Corporation Officer Compensation Clawback Policy