Item 15. Exhibits and Financial Statement Schedules

35K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

A. Documents Filed as Part of the Report

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

Exhibits:


Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith	Furnished Herewith
Form	Exhibit	Filing Date	SEC File No.
2	Plan 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 Corporation	10	2.1	5/26/2011	001-35054
2.2 †	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
2.3	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
2.4 †	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	Articles of Incorporation and Bylaws
3.1	Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 29, 2022	8-K	3.2	5/2/2022	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
3.3	Certificate of Amendment, dated April 29, 2022, to the Restated Certificate of Incorporation of Marathon Petroleum Corporation	8-K	3.1	5/2/2022	001-35054
4	Instruments Defining the Rights of Security Holders, Including Indentures, and Description of Registrant’s Securities
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10 percent of the total consolidated assets of the Registrant. The Registrant hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.
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					X
10	Material Contracts
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

Table of Contents


Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith	Furnished Herewith
Form	Exhibit	Filing Date	SEC File No.
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 *	Marathon Petroleum Amended and Restated Excess Benefit Plan	10-K	10.14	2/24/2017	001-35054
10.5 *	Marathon Petroleum Amended and Restated Deferred Compensation Plan	10-K	10.13	2/29/2012	001-35054
10.6*	Marathon Petroleum Corporation Executive Tax, Estate, and Financial Planning Program	10-K	10.14	2/29/2012	001-35054
10.7 *	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
10.8 *	Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan	10-K	10.21	2/28/2018	001-35054
10.9 *	MPC Non-Employee Director Phantom Unit Award Policy	10-K	10.32	2/28/2013	001-35054
10.10 *	First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan	10-Q	10.1	8/3/2015	001-35054
10.11 *	Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer	10-Q	10.3	5/2/2016	001-35054
10.12 *	MPLX LP Executive Change in Control Severance Benefits Plan	10-Q	10.4	10/30/2017	001-35054
10.13 *	MPLX LP 2018 Incentive Compensation Plan	8-K	10.1	3/5/2018	001-35714
10.14 *	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
10.15 *	MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy	10-K	10.86	2/28/2019	001-35054
10.16 *	Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan	10-K	10.87	2/28/2019	001-35054
10.17 *	First Amendment to the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan	10-K	10.84	2/28/2020	001-35054
10.18 *	Nonqualified Stock Option Award Agreement - Officer	10-Q	10.2	5/9/2019	001-35054
10.19 *	Form of 2020 Officer RSU Award Agreement	10-Q	10.2	5/7/2020	001-35054
10.20 *	Form of 2020 Officer Stock Option Award Agreement	10-Q	10.3	5/7/2020	001-35054
10.21 *	Form of 2020 MPLX LP Phantom Unit Award Agreement - MPC Officer	10-Q	10.5	5/7/2020	001-35054
10.22 *	Form of MPLX LP Performance Unit Award Agreement 2020-2022 Performance Cycle - MPC Officer	10-Q	10.6	5/7/2020	001-35054
10.23*	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
10.24 *	Form of 2021 MPC Officer RSU Award Agreement	10-K	10.69	2/26/2021	001-35054
10.25 *	Form of 2021 MPC Performance Share Unit Award Agreement 2021 - 2023 Performance Cycle	10-K	10.70	2/26/2021	001-35054
10.26 *	Form of 2021 MPLX LP Phantom Unit Award Agreement - MPC Officer	10-K	10.71	2/26/2021	001-35054
10.27 *	2021 Marathon Petroleum Annual Cash Bonus Program	10-K	10.72	2/26/2021	001-35054
10.28 *	Marathon Petroleum Executive Deferred Compensation Plan, effective January 1, 2021	10-K	10.73	2/26/2021	001-35054
10.29 *	Marathon Petroleum Executive Deferred Compensation Plan Adoption Agreement, effective January 1, 2021	10-K	10.74	2/26/2021	001-35054

Table of Contents


Exhibit Number	Exhibit Description	Incorporated by Reference				Filed Herewith	Furnished Herewith
Form	Exhibit	Filing Date	SEC File No.
10.30 *	Form of 2021 MPC Restricted Stock Unit Award – Broad-Based Employees	10-K	10.75	2/26/2021	001-35054
10.31 *	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
10.32 *	Marathon Petroleum Corporation 2021 Incentive Compensation Plan	8-K	10.1	5/4/2021	001-35054
10.33 *	Form of 2021 MPC Officer RSU Award Agreement - 2021 Plan	10-Q	10.1	11/2/2021	001-35054
10.34 *	Form of 2022 MPC Officer Performance Unit Award Agreement – 2022-2024 Performance Cycle	10-K	10.64	2/24/2022	001-35054
10.35 *	CEO Nonqualified Stock Option Award Agreement, as Amended	10-K	10.65	2/24/2022	001-35054
10.36 *	CEO Restricted Stock Unit Award Agreement	10-K	10.66	2/24/2022	001-35054
10.37 *	CEO Performance Unit Award Agreement – 2020-2022 Performance Cycle, as Amended	10-K	10.67	2/24/2022	001-35054
10.38 *	CEO Restricted Stock Unit Award Agreement, as Amended	10-K	10.68	2/24/2022	001-35054
10.39 *	2022 Marathon Petroleum Annual Cash Bonus Program	10-K	10.69	2/24/2022	001-35054
10.40*	Form of 2022 MPC Officer RSU Award Agreement – 1-year Cliff Vesting	10-Q	10.1	5/3/2022	001-35054
10.41*	Form of 2022 MPC Officer RSU Award Agreement – 2-year Cliff Vesting	10-Q	10.2	5/3/2022	001-35054
10.42*	Form of 2022 MPC Officer RSU Award Agreement – 3-year Cliff Vesting	10-Q	10.3	5/3/2022	001-35054
10.43*	Form of 2022 MPC Officer RSU Award Agreement – 2-year Pro Rata Vesting	10-Q	10.4	5/3/2022	001-35054
10.44*	Form of 2022 MPC Officer RSU Award Agreement – 3-year Pro Rata Vesting	10-Q	10.5	5/3/2022	001-35054
10.45	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
10.46	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
10.47*	2023 Marathon Petroleum Annual Cash Bonus Program					X
10.48*	Form of 2023 MPC Officer Performance Share Unit Award Agreement – 2023-2025 Performance Period					X

Table of Contents


Exhibit Number	Exhibit Description	Incorporated by Reference		Filed Herewith	Furnished Herewith
Form	Exhibit	Filing Date	SEC File No.
10.49*	Form of 2023 MPC Officer RSU Award Agreement - 2021 Plan			X
10.50*	Amended and Restated Marathon Petroleum Thrift Plan			X
10.51*	Marathon Petroleum Excess Benefit Plan Amendment			X
10.52*	Form of 2023 MPLX Phantom Unit Award Agreement			X
21.1	List of Subsidiaries			X
23.1	Consent of Independent Registered Public Accounting Firm			X
24.1	Power of Attorney of Directors and Officers of Marathon Petroleum Corporation			X
31.1	Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.			X
31.2	Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934.			X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.				X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.				X
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.			X
101.SCH	Inline XBRL Taxonomy Extension Schema Document.			X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.			X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.			X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.			X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.			X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† 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.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


February 23, 2023						MARATHON PETROLEUM CORPORATION

						By: /s/ C. Kristopher Hagedorn

						C. Kristopher Hagedorn Senior Vice President and Controller

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on February 23, 2023 on behalf of the registrant and in the capacities indicated.


Signature						Title

/s/ Michael J. Hennigan						Director, President and Chief Executive Officer (principal executive officer)
Michael J. Hennigan

/s/ Maryann T. Mannen						Executive Vice President and Chief Financial Officer (principal financial officer)
Maryann T. Mannen

/s/ C. Kristopher Hagedorn						Senior Vice President and Controller (principal accounting officer)
C. Kristopher Hagedorn

*						Director
Abdulaziz F. Alkhayyal

*						Director
Evan Bayh

*						Director
Charles E. Bunch

*						Director
Jonathan Z. Cohen

*						Director
Edward G. Galante

*						Director
Kim K.W. Rucker

*						Director
Frank M. Semple

*						Director
J. Michael Stice

*						Chairman of the Board
John P. Surma

*						Director
Susan Tomasky

Table of Contents

The undersigned, by signing his name hereto, does sign and execute this report pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers.


By: /s/ Michael J. Hennigan						February 23, 2023

Michael J. Hennigan Attorney-in-Fact

Previous: Item 14. Principal Accountant Fees and Services