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 Agreement by and between Speedway LLC and Hess Corporation, dated as of May 21, 20148-K2.15/27/2014001-35054
2.3 †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
2.4 †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
2.5Amendment 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
2.6Amendment 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
2.7 †Agreement and Plan of Merger, dated as of April 29, 2018, by and among Marathon Petroleum Corporation, Andeavor, Mahi Inc. and Mahi LLC8-K2.14/30/2018001-35054
2.8Amendment 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/A2.27/5/2018333-225244
2.9Second 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-K2.19/18/2018001-35054
3Articles of Incorporation and Bylaws
3.1Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated October 1, 2018.8-K3.210/1/2018001-35054
3.2Amended and Restated Bylaws of Marathon Petroleum Corporation dated as of February 27, 2019X
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 Trustee104.13/29/2011001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
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)104.23/29/2011001-35054
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
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 MPLX LP 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 MPLX LP 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 MPLX LP 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 MPLX LP 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 MPLX LP and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of Note)8-K4.52/8/2018001-35714
4.18Third 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-K4.110/5/2018001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
4.19Fourth 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-K4.210/5/2018001-35054
4.20Fifth 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-K4.310/5/2018001-35054
4.21Sixth 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-K4.410/5/2018001-35054
4.22Seventh 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-K4.510/5/2018001-35054
4.23Eighth 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-K4.610/5/2018001-35054
4.24Registration Rights Agreement, dated as of October 2, 2018, by and between MPC, as issuer, each of Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as dealer managers.8-K4.710/5/2018001-35054
4.25Indenture (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 20228-K4.110/2/2012001-03473 (Andeavor)
4.26Indenture (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 20248-K4.13/18/2014001-03473 (Andeavor)
4.27Indenture (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 20268-K4.112/22/2016001-03473 (Andeavor)
4.28Indenture, 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 20488-K4.112/21/2017001-03473 (Andeavor)
4.29First 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 20488-K4.212/21/2017001-03473 (Andeavor)
4.30Indenture, 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 202210-Q4.310/31/2014001-03473 (Andeavor)
4.31Indenture, 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 202410-K4.332/21/2017001-03473 (Andeavor)
4.32Indenture, 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 202510-K4.342/21/2017001-03473 (Andeavor)
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
4.33Indenture, 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 (incorporated by reference to Exhibit 4.1 to Andeavor Logistics’ Current Report on Form 8-K filed on November 28, 2017, File No. 1-35143)
4.34Supplemental 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-K4.19/14/2018001-03473 (Andeavor)
4.35Supplemental 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-K4.29/14/2018001-03473 (Andeavor)
4.36First 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-K4.39/14/2018001-03473 (Andeavor)
4.37Second 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-K4.49/14/2018001-03473 (Andeavor)
4.38Thirteenth 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-K4.111/15/2018001-35714
4.39Fourteenth 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-K4.211/15/2018001-35714
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
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
10.6Contribution, 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
10.7Omnibus 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
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.8 *Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation PlanS-34.312/7/2011333-175286
10.9 *Marathon Petroleum Corporation Policy for Recoupment of Annual Cash Bonus Amounts10-K10.102/29/2012001-35054
10.10 *Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors10-K10.132/28/2013001-35054
10.11 *Marathon Petroleum Amended and Restated Excess Benefit Plan10-K10.142/24/2017001-35054
10.12 *Marathon Petroleum Amended and Restated Deferred Compensation Plan10-K10.132/29/2012001-35054
10.13 *Marathon Petroleum Corporation Executive Tax, Estate, and Financial Planning Program10-K10.142/29/2012001-35054
10.14 *Speedway Excess Benefit Plan10-K10.152/29/2012001-35054
10.15 *Speedway Deferred Compensation Plan10-K10.162/29/2012001-35054
10.16 *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
10.17 *Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Nonqualified Stock Option Award Agreement – Section 16 Officer8-K10.212/7/2011001-35054
10.18 *Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Restricted Stock Unit Award Agreement – Non-Employee Director10-K10.222/29/2012001-35054
10.19 *Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan10-K10.212/28/2018001-35054
10.20 *Form of Marathon Petroleum Corporation Restricted Stock Award Agreement – Officer10-Q10.45/9/2012001-35054
10.21 *Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement – Officer10-Q10.55/9/2012001-35054
10.22 *Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan10-Q10.15/1/2017001-35054
10.23 *MPC Non-Employee Director Phantom Unit Award Policy10-K10.322/28/2013001-35054
10.24 *Form of Marathon Petroleum Corporation Restricted Stock Award Agreement – Officer10-Q10.25/9/2013001-35054
10.25 *Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement – Officer10-Q10.35/9/2013001-35054
10.26 *MPLX LP – Form of MPC Officer Phantom Unit Award Agreement10-Q10.45/9/2013001-35054
10.27 *MPLX LP – Form of MPC Officer Performance Unit Award Agreement – 2013-2015 Performance Cycle10-Q10.55/9/2013001-35054
10.28 *First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan10-Q10.18/3/2015001-35054
10.29 *First Amendment to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan10-Q10.28/3/2015001-35054
10.30 *Form of Modification to Performance Unit Award Agreements for the 2016-2018 and 2017-2019 Performance Cycles10-K10.332/28/2018001-35054
10.31 *Marathon Petroleum Thrift Plan10-K10.452/24/2017001-35054
10.32First 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.
10.33 *Form of Marathon Petroleum Corporation Performance Unit Award Agreement10-Q10.15/2/2016001-35054
10.34 *Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer10-Q10.25/2/2016001-35054
10.35 *Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer10-Q10.35/2/2016001-35054
10.36 *Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer10-Q10.35/1/2017001-35054
10.37 *Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer10-Q10.55/2/2016001-35054
10.38 *Form of MPLX LP Performance Unit Award Agreement10-Q10.25/1/2017001-35054
10.39 *MPLX LP Executive Change in Control Severance Benefits Plan10-Q10.410/30/2017001-35054
10.40Credit 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
10.41Partnership Interests Restructuring Agreement, dated as of December 15, 2017, among MPLX GP LLC and MPLX LP8-K10.112/19/2017001-35054
10.42MPLX LP 2018 Incentive Compensation Plan8-K10.13/5/2018001-35714
10.43Form of Marathon Petroleum Corporation Performance Unit Award Agreement10-Q10.34/30/2018001-35054
10.44Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer10-Q10.44/30/2018001-35054
10.45Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer10-Q10.54/30/2018001-35054
10.46Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer10-Q10.64/30/2018001-35054
10.47Form of MPLX LP Performance Unit Award Agreement10-Q10.74/30/2018001-35054
10.48Form of MPLX LP Phantom Unit Award Agreement - Officer10-Q10.84/30/2018001-35054
10.49Form of MPLX LP Phantom Unit Award Agreement - Officer - Three Year Cliff Vesting10-Q10.94/30/2018001-35054
10.50Voting 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-K10.14/30/2018001-35054
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.51Five 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-K10.18/31/2018001-35054
10.52364 Day 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-K10.28/31/2018001-35054
10.53 *Letter Agreement between Marathon Petroleum Corporation and Gregory J. Goff, dated as of April 29, 2018 and effective as of October 1, 2018.8-K10.110/1/2018001-35054
10.54 *Tesoro Corporation 2006 Long-Term Incentive Plan (as amended and restated)8-K10.412/18/2008001-03473 (Andeavor)
10.55 *Andeavor 2011 Long-Term Incentive Plan (as amended and restated)10-K10.682/21/2018001-03473 (Andeavor)
10.56 *Andeavor 2018 Long-Term Incentive PlanS-899.15/4/2018333-224688 (Andeavor)
10.57 *Amended and Restated Northern Tier Energy LP 2012 Long Term Incentive PlanS-899.16/1/2017333-218424 (Andeavor)
10.58 *Nonqualified stock option inducement award letters, dated as of May 6, 2010, by and between Tesoro Corporation and Gregory J. GoffS-899.25/11/2011333-174132 (Andeavor)
10.59 *Marathon Petroleum Annual Cash Bonus ProgramX
10.60 *Form of Executive Officer Synergy Incentive Award Agreement8-K10.11/30/2019001-35054
10.61 *Form of Chief Executive Officer Synergy Incentive Award Agreement8-K10.21/30/2019001-35054
10.62 *Tesoro Corporation 2016 Performance Share Award Grant Letter8-K10.42/3/2016001-03473 (Andeavor)
10.63 *Tesoro Corporation 2017 Performance Share Grant Letter8-K10.12/21/2017001-03473 (Andeavor)
10.64 *Tesoro Corporation 2016 Market Stock Unit Award Grant Letter8-K10.52/3/2016001-03473 (Andeavor)
10.65 *Tesoro Corporation 2017 Market Stock Unit Grant Letter8-K10.32/21/2017001-03473 (Andeavor)
10.66 *Tesoro Corporation Performance Share Awards Granted in 2016 Summary of Key Provisions8-K10.62/3/2016001-03473 (Andeavor)
10.67 *Tesoro Corporation Performance Share Awards Granted in 2017 Summary of Key Provisions8-K10.22/21/2017001-03473 (Andeavor)
10.68 *Tesoro Corporation Market Stock Unit Awards Granted in 2016 Summary of Key Provisions8-K10.72/3/2016001-03473 (Andeavor)
10.69 *Tesoro Corporation Market Stock Unit Awards Granted in 2017 Summary of Key Provisions8-K10.42/21/2017001-03473 (Andeavor)
10.70 *Andeavor 2018 Performance Share Award Grant Letter8-K10.12/20/2018001-03473 (Andeavor)
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.71 *Andeavor Performance Share Awards Granted in 2018 Summary of Key Provisions8-K10.22/20/2018001-03473 (Andeavor)
10.72 *Andeavor 2018 Market Stock Unit Award Grant Letter8-K10.32/20/2018001-03473 (Andeavor)
10.73 *Andeavor Market Stock Unit Awards Granted in 2018 Summary of Key Provisions8-K10.42/20/2018001-03473 (Andeavor)
10.74Term 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 thereto8-K10.11/4/2018001-35054
10.75Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated January 1, 2019X
10.76 *Conversion Notice for Andeavor AwardsX
10.77First 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, LLCX
10.78Fourth 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, LLC8-K10.210/31/2017001-35143 (ANDX)
10.79Third 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, LLC10-Q10.211/17/2018001-35143 (ANDX)
10.80Third 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 thereto8-K10.12/3/2016001-35143 (ANDX)
10.81Senior 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 thereto8-K10.22/3/2016001-35143 (ANDX)
10.82Amendment 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-K10.11/5/2018001-35143 (ANDX)
10.83Amendment 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-K10.21/5/2018001-35143 (ANDX)
10.84Amendment 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 agent8-K10.112/27/2018001-35143 (ANDX)
Exhibit NumberExhibit DescriptionIncorporated by ReferenceFiled HerewithFurnished Herewith
FormExhibitFiling DateSEC File No.
10.85Amendment 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 agent8-K10.212/27/2018001-35143 (ANDX)
10.86MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award PolicyX
10.87 *Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation PlanX
14.1Code of Ethics for Senior Financial Officers10-K14.12/24/2017
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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