Marathon Petroleum Corp
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 27, 2025
MPC$389.55-0.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
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:
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | |||||
|---|---|---|---|---|---|
| Form · Exhibit · FilingDate · SECFile No. | |||||
| 2 · Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession | |||||
| 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 | Articles of Incorporation and Bylaws | ||||
| 3.1 | Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 24, 2024 | 8-K | 3.2 | 4/26/2024 | 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 | 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 | 10-K | 4.3 | 2/23/2023 | 001-35054 |
| 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 |
| 10.2 * | Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan | S-3 | 4.3 | 12/7/2011 | 333-175286 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | |||||
|---|---|---|---|---|---|
| Form · Exhibit · FilingDate · SECFile No. | |||||
| 10.3 * | First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan | 10-Q | 10.1 | 8/3/2015 | 001-35054 |
| 10.4 * | Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan | 10-K | 10.87 | 2/28/2019 | 001-35054 |
| 10.5 * | First Amendment to the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan | 10-K | 10.84 | 2/28/2020 | 001-35054 |
| 10.6 * | Marathon Petroleum Corporation 2021 Incentive Compensation Plan | 8-K | 10.1 | 5/4/2021 | 001-35054 |
| 10.7 * | MPLX LP 2012 Incentive Compensation Plan | S-1/A | 10.3 | 10/9/2012 | 333-182500 |
| 10.8 * | MPLX LP 2012 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy | 10-K | 10.32 | 2/28/2013 | 001-35054 |
| 10.9 * | MPLX LP 2018 Incentive Compensation Plan | 8-K | 10.1 | 3/5/2018 | 001-35714 |
| 10.10* | First Amendment to the MPLX 2018 Incentive Compensation Plan | 10-K | 10.75 | 2/28/2020 | 001-35714 |
| 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* | MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy, as amended and restated October 1, 2024 | 10-Q | 10.4 | 11/05/2024 | 001-35054 |
| 10.13 * | Marathon Petroleum Executive Deferred Compensation Plan, effective January 1, 2021 | 10-K | 10.73 | 2/26/2021 | 001-35054 |
| 10.14 * | Marathon Petroleum Executive Deferred Compensation Plan Adoption Agreement, effective January 1, 2021 | 10-K | 10.74 | 2/26/2021 | 001-35054 |
| 10.15 * | Marathon Petroleum Deferred Compensation Plan (as amended and restated effective December 31, 2023) | 10-K | 10.44 | 2/28/2024 | 001-35054 |
| 10.16 * | 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 |
| 10.17 * | Nonqualified Stock Option Award Agreement - Officer | 10-Q | 10.2 | 5/9/2019 | 001-35054 |
| 10.18 * | Form of 2020 Officer Stock Option Award Agreement | 10-Q | 10.3 | 5/7/2020 | 001-35054 |
| 10.19 * | Form of 2022 MPC Officer Performance Unit Award Agreement – 2022-2024 Performance Cycle | 10-K | 10.64 | 2/24/2022 | 001-35054 |
| 10.20 * | Form of 2022 MPC Officer RSU Award Agreement – 3-year Pro Rata Vesting | 10-Q | 10.5 | 5/3/2022 | 001-35054 |
| 10.21 * | Form of 2022 MPLX Phantom Unit Award Agreement | 10-Q | 10.1 | 5/3/2022 | 001-35714 |
| 10.22 * | Form of 2023 MPC Officer Performance Share Unit Award Agreement – 2023-2025 Performance Period | 10-K | 10.48 | 2/23/2023 | 001-35054 |
| 10.23 * | Form of 2023 MPC Officer RSU Award Agreement - 2021 Plan | 10-K | 10.49 | 2/23/2023 | 001-35054 |
| 10.24 * | Form of 2023 MPLX Phantom Unit Award Agreement | 10-K | 10.52 | 2/23/2023 | 001-35054 |
| 10.25 * | Form of MPC Officer Performance Unit Award Agreement – 2024-2026 Performance Cycle | 10-K | 10.41 | 2/28/2024 | 001-35054 |
| 10.26 * | Form of 2024 MPC Officer RSU Award Agreement | 10-K | 10.42 | 2/28/2024 | 001-35054 |
| 10.27 * | Form of 2024 MPLX Phantom Unit Award Agreement | 10-Q | 10.1 | 4/30/2024 | 001-35054 |
| 10.28 * | Marathon Petroleum Thrift Plan, as amended and restated effective January 1, 2023 | 10-K | 10.50 | 2/23/2023 | 001-35054 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Form · Exhibit · FilingDate · SECFile No. | ||||||
| 10.29 * | First Amendment to the Marathon Petroleum Thrift Plan | 10-Q | 10.3 | 5/2/2023 | 001-35054 | |
| 10.30 * | Second Amendment to the Marathon Petroleum Thrift Plan | 10-Q | 10.1 | 8/1/2023 | 001-35054 | |
| 10.31 * | Third Amendment to the Marathon Petroleum Thrift Plan | 10-K | 10.36 | 2/28/2024 | 001-35054 | |
| 10.32 * | Fourth Amendment to the Marathon Petroleum Thrift Plan | 10-K | 10.37 | 2/28/2024 | 001-35054 | |
| 10.33 * | Fifth Amendment to the Marathon Petroleum Thrift Plan | 10-Q | 10.2 | 4/30/2024 | 001-35054 | |
| 10.34* | Sixth Amendment to the Marathon Petroleum Thrift Plan | 10-Q | 10.5 | 11/05/2024 | 001-35054 | |
| 10.35 * | 2024 Marathon Petroleum Annual Cash Bonus Program | 10-K | 10.43 | 2/28/2024 | 001-35054 | |
| 10.36 * | Marathon Petroleum Excess Benefit Plan (as amended and restated effective December 31, 2023) | 10-K | 10.45 | 2/28/2024 | 001-35054 | |
| 10.37* | Amendment to the Marathon Petroleum Excess Benefit Plan, dated April 10, 2024 | 10-Q | 10.1 | 8/06/2024 | 001-35054 | |
| 10.38* | Amended and Restated Aircraft Time Sharing Agreement, dated as of August 14, 2024, by and between Marathon Petroleum Company LP and Michael J. Hennigan | 10-Q | 10.1 | 11/05/2024 | 001-35054 | |
| 10.39* | Aircraft Time Sharing Agreement, dated as of August 14, 2024, by and between Marathon Petroleum Company LP and Maryann T. Mannen | 10-Q | 10.2 | 11/05/2024 | 001-35054 | |
| 10.40 | 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 | |
| 10.41 | 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 | |
| 10.42* | Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective November 15, 2024 | X | ||||
| 10.43* | MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy, as amended and restated effective November 15, 2024 | X | ||||
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Form · Exhibit · FilingDate · SECFile No. | ||||||
| 10.44* · First Amendment to Amended and Restated Aircraft Time Sharing Agreement dated as of October 16, 2024, by and between Marathon Petroleum Company LP and Michael J. Hennigan · X | ||||||
| 10.45* · Second Amendment to Amended and Restated Aircraft Time Sharing Agreement dated as of November 30, 2024, 2024, by and between Marathon Petroleum Company LP and Michael J. Hennigan · X | ||||||
| 10.46* · First Amendment to Aircraft Time Sharing Agreement dated as of October 16, 2024, by and between Marathon Petroleum Company LP and Maryann T. Mannen · X | ||||||
| 10.47* · Second Amendment to Aircraft Time Sharing Agreement dated as of November 30, 2024, by and between Marathon Petroleum Company LP and Maryann T. Mannen · X | ||||||
| 10.48* · Marathon Petroleum Corporation Senior Leader Change in Control Severance Benefits Plan, as amended and restated effective December 1, 2024 · X | ||||||
| 10.49* · MPLX LP Senior Leader Change in Control Severance Benefits Plan, as amended and restated effective December 1, 2024 · X | ||||||
| 10.50* · Seventh Amendment to the Marathon Petroleum Thrift Plan · X | ||||||
| 19.1 · Trading of Securities Policy · 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 | ||||||
| 97.1 | Marathon Petroleum Corporation Officer Compensation Clawback Policy | 10-K | 97.1 | 2/28/2024 | 001-35054 | |
| 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.