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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

A. Documents Filed as Part of the Report

  1. Financial Statements (see Part II, Item 8. of this Annual Report on Form 10-K regarding financial statements)

  2. Financial Statement Schedules

Financial statement schedules required under SEC rules but not included in this Annual Report on Form 10-K are omitted because they are not applicable or the required information is contained in the consolidated financial statements or notes thereto.

  1. Exhibits:
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
2Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1 †Separation and Distribution Agreement, dated as of May 25, 2011, among Marathon Oil Corporation, Marathon Oil Company and Marathon Petroleum Corporation102.15/26/2011001-35054
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 Buyer8-K2.110/9/2012001-35054
2.3 †Purchase Agreement by and between Speedway LLC and Hess Corporation, dated as of May 21, 20148-K2.15/27/2014001-35054
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, 20148-K2.210/6/2014001-35054
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-K2.17/16/2015001-35054
2.6Amendment 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-K2.111/12/2015001-35054
2.7Amendment 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-K2.111/17/2015001-35054
3Articles of Incorporation and Bylaws
3.1Restated Certificate of Incorporation of Marathon Petroleum Corporation8-K3.16/22/2011001-35054
3.2Amended and Restated Bylaws of Marathon Petroleum Corporation8-K3.12/1/2018001-35054
4Instruments Defining the Rights of Security Holders, Including Indentures
4.1Indenture dated as of February 1, 2011 between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee104.15/26/2011001-35054
4.2Form of the terms of the 3 1/2% Senior Notes due 2016, 5 1/8% Senior Notes due 2021 and 6 1/2% Senior Notes due 2041 of Marathon Petroleum Corporation (including Form of Notes)104.25/26/2011001-35054
4.3First 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-Q4.111/3/2014001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
4.4Second 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-K4.112/14/2015001-35054
4.5Indenture, dated February 12, 2015, between MPLX LP and The Bank of New York Mellon Trust Company, N.A., as Trustee8-K4.12/12/2015001-35714
4.6First 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-K4.22/12/2015001-35714
4.7Second 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-K4.212/22/2015001-35714
4.8Third 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-K4.312/22/2015001-35714
4.9Fourth 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-K4.412/22/2015001-35714
4.10Fifth 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-K4.512/22/2015001-35714
4.11Sixth 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-K4.12/10/2017001-35714
4.12Seventh 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-K4.22/10/2017001-35714
4.13Eighth 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-K4.12/8/2018001-35714
4.14Ninth 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-K4.22/8/2018001-35714
4.15Tenth 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-K4.32/8/2018001-35714
4.16Eleventh 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-K4.42/8/2018001-35714
4.17Twelfth 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-K4.52/8/2018001-35714
10Material Contracts
10.1Tax Sharing Agreement dated as of May 25, 2011 by and among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC1010.15/26/2011001-35054
10.2Employee Matters Agreement dated as of May 25, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation1010.25/26/2011001-35054
10.3Amendment to Employee Matters Agreement, dated as of June 30, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation8-K10.17/1/2011001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.4Receivables 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-K10.112/23/2013001-35054
10.5Second Amended and Restated Receivables Sale Agreement, dated as of December 18, 2013, by and between Marathon Petroleum Company LP and MPC Trade Receivables Company LLC8-K10.212/23/2013001-35054
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-K10.17/26/2016001-35054
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-K10.27/26/2016001-35054
10.8Contribution, 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-K10.111/6/2012001-35054
10.9Omnibus 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-K10.211/6/2012001-35054
10.10 *Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation PlanS-34.312/7/2011333-175286
10.11 *Marathon Petroleum Corporation Policy for Recoupment of Annual Cash Bonus Amounts10-K10.102/29/2012001-35054
10.12 *Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors10-K10.132/28/2013001-35054
10.13 *Marathon Petroleum Amended and Restated Excess Benefit Plan10-K10.142/24/2017001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.14 *Marathon Petroleum Amended and Restated Deferred Compensation Plan10-K10.132/29/2012001-35054
10.15 *Marathon Petroleum Corporation Executive Tax, Estate, and Financial Planning Program10-K10.142/29/2012001-35054
10.16 *Speedway Excess Benefit Plan10-K10.152/29/2012001-35054
10.17 *Speedway Deferred Compensation Plan10-K10.162/29/2012001-35054
10.18 *Form of Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan Nonqualified Stock Option Award Agreement – Section 16 Officer8-K10.67/7/2011001-35054
10.19 *Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Nonqualified Stock Option Award Agreement – Section 16 Officer8-K10.212/7/2011001-35054
10.20 *Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Restricted Stock Unit Award Agreement – Non-Employee Director10-K10.222/29/2012001-35054
10.21 *Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits PlanX
10.22 *Form of Marathon Petroleum Corporation Restricted Stock Award Agreement – Officer10-Q10.45/9/2012001-35054
10.23 *Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement – Officer10-Q10.55/9/2012001-35054
10.24 *Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan10-Q10.15/1/2017001-35054
10.25 *Marathon Petroleum Annual Cash Bonus Program10-K10.312/24/2017001-35054
10.26 *MPC Non-Employee Director Phantom Unit Award Policy10-K10.322/28/2013001-35054
10.27 *Form of Marathon Petroleum Corporation Restricted Stock Award Agreement – Officer10-Q10.25/9/2013001-35054
10.28 *Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement – Officer10-Q10.35/9/2013001-35054
10.29 *MPLX LP – Form of MPC Officer Phantom Unit Award Agreement10-Q10.45/9/2013001-35054
10.30 *MPLX LP – Form of MPC Officer Performance Unit Award Agreement – 2013-2015 Performance Cycle10-Q10.55/9/2013001-35054
10.31 *First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan10-Q10.18/3/2015001-35054
10.32 *First Amendment to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan10-Q10.28/3/2015001-35054
10.33 *Form of Modification to Performance Unit Award Agreements for the 2016-2018 and 2017-2019 Performance CyclesX
10.34 *Marathon Petroleum Thrift Plan10-K10.452/24/2017001-35054
10.35Loan Agreement, by and between MPLX LP and MPC Investment LLC, dated December 4, 20158-K10.112/10/2015001-35054
10.36First 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-K10.37/26/2016001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.37*Form of Marathon Petroleum Corporation Performance Unit Award Agreement10-Q10.15/2/2016001-35054
10.38*Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer10-Q10.25/2/2016001-35054
10.39*Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer10-Q10.35/2/2016001-35054
10.40*Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer10-Q10.35/1/2017001-35054
10.41*Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer10-Q10.55/2/2016001-35054
10.42*Form of MPLX LP Performance Unit Award Agreement10-Q10.25/1/2017001-35054
10.43*MPLX LP Executive Change in Control Severance Benefits Plan10-Q10.410/30/2017001-35054
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-K10.17/27/2017001-35054
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-K10.27/27/2017001-35054
10.46Credit 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-K10.37/27/2017001-35054
10.47Partnership Interests Restructuring Agreement, dated as of December 15, 2017, among MPLX GP LLC and MPLX LP8-K10.112/19/2017001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.48Term 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-K10.11/4/2018001-35714
12.1Computation of Ratio of Earnings to Fixed ChargesX
14.1Code of Ethics for Senior Financial Officers10-K14.12/24/2017001-35054
21.1List of SubsidiariesX
23.1Consent of Independent Registered Public Accounting FirmX
24.1Power of Attorney of Directors and Officers of Marathon Petroleum CorporationX
31.1Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.X
31.2Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.X
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.X
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.X
101.INSXBRL Instance Document.X
101.SCHXBRL Taxonomy Extension Schema.X
101.PREXBRL Taxonomy Extension Presentation Linkbase.X
101.CALXBRL Taxonomy Extension Calculation Linkbase.X
101.DEFXBRL Taxonomy Extension Definition Linkbase.X
101.LABXBRL Taxonomy Extension Label Linkbase.X
†The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
*Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the Registrant may be participants.

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