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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-1284632
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $.01
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New York Stock Exchange
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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Form 10-K Summary
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ASC
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Accounting Standards Codification
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ASR
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Accelerated share repurchase
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ATB
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Articulated tug barges
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barrel
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One stock tank barrel, or 42 United States gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons.
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DEI
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Designated Environmental Incidents
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EBITDA (a non-GAAP financial measure)
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Earnings Before Interest, Tax, Depreciation and Amortization
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EIA
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United States Energy Information Administration
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EPA
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United States Environmental Protection Agency
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FASB
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Financial Accounting Standards Board
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FCC
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Fluid Catalytic Cracking
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FERC
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Federal Energy Regulatory Commission
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IDR
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Incentive Distribution Rights
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LCM
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Lower of cost or market
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LIBO Rate
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London Interbank Offered Rate
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LIFO
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Last in, first out
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LLS
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Louisiana Light Sweet crude oil, an oil index benchmark price
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mbpd
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Thousand barrels per day
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mbpcd
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Thousand barrels per calender day
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Mcf
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One thousand cubic feet of natural gas
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mmbpcd
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Million barrels per calender day
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MMcf/d
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One million cubic feet of natural gas per day
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MMBtu
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One million British thermal units per day
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NYMEX
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New York Mercantile Exchange
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NYSE
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New York Stock Exchange
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NGL
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Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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PADD
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Petroleum Administration for Defense District
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OPEC
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Organization of Petroleum Exporting Countries
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OSHA
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United States Occupational Safety and Health Administration
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OTC
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Over-the-Counter
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ppb
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Parts per billion
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ppm
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Parts per million
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RFS2
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Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
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RIN
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Renewable Identification Number
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ROUX
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Residual Oil Upgrader Expansion
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SEC
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Securities and Exchange Commission
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STAR
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South Texas Asset Repositioning
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ULSD
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Ultra-low sulfur diesel
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US GAAP
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Accounting principles generally accepted in the United States
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USGC
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U.S. Gulf Coast
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UST
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Underground storage tank
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VIE
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Variable interest entity
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VPP
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Voluntary Protection Program
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WTI
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West Texas Intermediate crude oil, an oil index benchmark price
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•
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future levels of revenues, refining and marketing gross margins, operating costs, retail gasoline and distillate gross margins, merchandise margins, income from operations, net income or earnings per share;
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•
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anticipated volumes of feedstock, throughput, sales or shipments of refined products;
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•
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anticipated levels of regional, national and worldwide prices of crude oil, natural gas, NGLs and refined products;
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•
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anticipated levels of crude oil and refined product inventories;
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•
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future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
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•
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the success or timing of completion of ongoing or anticipated capital or maintenance projects;
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•
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business strategies, growth opportunities and expected investments, including strategic initiatives and actions, as well as planned equity investments in pipeline projects;
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•
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expectations regarding the acquisition or divestiture of assets as well as the strategic initiatives discussed herein, such as the proposed accelerated dropdown of assets to MPLX LP and plans to exchange our economic interest in the general partner, including IDRs, for newly issued MPLX LP common units;
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•
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our share repurchase authorizations, including the timing and amounts of any common stock repurchases;
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•
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the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan;
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•
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the effect of restructuring or reorganization of business components;
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•
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the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows; and
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•
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the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation.
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•
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volatility or degradation in general economic, market, industry or business conditions;
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•
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availability and pricing of domestic and foreign supplies of natural gas, NGLs and crude oil and other feedstocks;
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•
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the ability of the members of the OPEC to agree on and to influence crude oil price and production controls;
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•
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availability and pricing of domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home heating oil and petrochemicals;
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•
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foreign imports and exports of crude oil, refined products, natural gas and NGLs;
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•
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refining industry overcapacity or under capacity;
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•
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changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;
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•
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changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks and refined products;
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•
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changes to the expected construction costs and timing of projects;
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•
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the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
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•
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fluctuations in consumer demand for refined products, natural gas and NGLs, including seasonal fluctuations;
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political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States, and in crude oil producing regions, including the Middle East, Africa, Canada and South America;
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actions taken by our competitors, including pricing adjustments, expansion of retail activities, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
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•
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completion of pipeline projects within the United States;
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•
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changes in fuel and utility costs for our facilities;
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•
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failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;
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•
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modifications to MPLX LP earnings and distribution growth objectives;
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•
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the ability to successfully implement growth opportunities, including strategic initiatives and actions;
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•
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the time, costs and ability to obtain regulatory or other approvals, waivers or consents required to consummate strategic actions discussed herein, such as the proposed accelerated dropdown of assets to MPLX LP;
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the risk that the synergies from the MarkWest Merger (defined below) may not be fully realized or may take longer to realize than expected;
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risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;
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•
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the ability to realize the strategic benefits of joint venture opportunities;
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•
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accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
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•
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unusual weather conditions and natural disasters, which can unforeseeably affect the price or availability of crude oil and other feedstocks and refined products;
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•
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acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined products;
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state and federal environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the renewable fuel standard program;
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•
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adverse changes in laws including with respect to tax and regulatory matters;
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•
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rulings, judgments or settlements and related expenses in litigation or other legal, tax or regulatory matters, including unexpected environmental remediation costs, in excess of any reserves or insurance coverage;
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•
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political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based products;
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•
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labor and material shortages;
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•
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the maintenance of satisfactory relationships with labor unions and joint venture partners;
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•
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the ability and willingness of parties with whom we have material relationships to perform their obligations to us;
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•
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the market price of our common stock and its impact on our share repurchase authorizations;
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•
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changes in the credit ratings assigned to our debt securities and trade credit, changes in the availability of unsecured credit and changes affecting the credit markets generally;
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•
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capital market conditions and our ability to raise adequate capital to execute our business plan, including our recently announced strategic actions;
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•
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the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors; and
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•
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the other factors described in Item 1A. Risk Factors.
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•
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Refining & Marketing – refines crude oil and other feedstocks at our seven refineries in the Gulf Coast and Midwest regions of the United States, purchases refined products and ethanol for resale and distributes refined products through various means, including terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, our Speedway
®
business segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
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•
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Speedway – sells transportation fuels and convenience products in the retail market in the Midwest, East Coast and Southeast regions of the United States.
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•
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Midstream – includes the operations of MPLX and certain other related operations. The Midstream segment gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs and transports and stores crude oil and refined products.
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Refinery
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Crude Oil Refining Capacity (
mbpcd
)
(a)
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Tank Storage Capacity (
million barrels
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Number
of Tanks
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|||
Garyville, Louisiana
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543
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16.9
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83
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Galveston Bay, Texas City, Texas
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459
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16.2
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157
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Catlettsburg, Kentucky
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273
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5.2
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120
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Robinson, Illinois
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231
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6.0
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92
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Detroit, Michigan
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132
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6.7
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87
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Canton, Ohio
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93
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2.9
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75
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Texas City, Texas
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86
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3.9
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56
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Total
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1,817
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57.8
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670
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(a)
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Refining throughput can exceed crude oil capacity due to the processing of other charge and blendstocks in addition to crude oil and the timing of planned turnaround and major maintenance activity.
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Refined Product Yields
(
mbpd
)
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2016
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2015
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2014
|
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Gasoline
|
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900
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913
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869
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Distillates
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617
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603
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580
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Propane
|
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35
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36
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35
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Feedstocks and special products
|
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241
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281
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276
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Heavy fuel oil
|
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32
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31
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25
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Asphalt
|
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58
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55
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|
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54
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Total
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1,883
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1,919
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1,839
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Sources of Crude Oil Refined
(
mbpd
)
|
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2016
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2015
|
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2014
|
|||
United States
|
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986
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1,138
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1,120
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Canada
|
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326
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|
|
244
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|
|
223
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Middle East and other international
|
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387
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|
|
329
|
|
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279
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Total
|
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1,699
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1,711
|
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1,622
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Refined Product Sales by Customer Type
|
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2016
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2015
|
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2014
|
|||
Private-brand marketers, commercial and industrial customers, including spot market
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69
|
%
|
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69
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%
|
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73
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%
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Marathon-branded independent entrepreneurs
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14
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%
|
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14
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%
|
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15
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%
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Speedway
®
convenience stores
|
17
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%
|
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17
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%
|
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12
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%
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State
|
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Approximate Number of
Marathon
®
Retail Outlets
|
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Alabama
|
227
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Florida
|
606
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Georgia
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281
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Illinois
|
292
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|
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Indiana
|
640
|
|
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Kentucky
|
583
|
|
|
Louisiana
|
2
|
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Maryland
|
1
|
|
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Michigan
|
761
|
|
|
Minnesota
|
47
|
|
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Mississippi
|
79
|
|
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North Carolina
|
220
|
|
|
Ohio
|
859
|
|
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Pennsylvania
|
66
|
|
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South Carolina
|
101
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|
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Tennessee
|
404
|
|
|
Virginia
|
121
|
|
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West Virginia
|
117
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|
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Wisconsin
|
48
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|
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Total
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5,455
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Refined Product Sales by Product Group
(
mbpd
)
|
|
2016
|
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2015
|
|
2014
|
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Gasoline
|
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1,219
|
|
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1,241
|
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1,116
|
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Distillates
|
|
676
|
|
|
667
|
|
|
623
|
|
Propane
|
|
35
|
|
|
36
|
|
|
34
|
|
Feedstocks and special products
|
|
231
|
|
|
258
|
|
|
268
|
|
Heavy fuel oil
|
|
35
|
|
|
30
|
|
|
28
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|
Asphalt
|
|
63
|
|
|
57
|
|
|
56
|
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Total
|
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2,259
|
|
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2,289
|
|
|
2,125
|
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Owned and Operated Terminals
|
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Number of
Terminals
|
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Tank Storage
Capacity
(
million barrels
)
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Number
of Tanks
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Number of
Loading
Lanes
|
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Light Product Terminals:
|
|
|
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|
|
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|
|||||
Alabama
|
2
|
|
|
0.4
|
|
|
19
|
|
|
4
|
|
|
Florida
|
4
|
|
|
3.0
|
|
|
85
|
|
|
22
|
|
|
Georgia
|
4
|
|
|
0.9
|
|
|
39
|
|
|
9
|
|
|
Illinois
|
4
|
|
|
1.2
|
|
|
44
|
|
|
14
|
|
|
Indiana
|
6
|
|
|
2.9
|
|
|
76
|
|
|
17
|
|
|
Kentucky
|
6
|
|
|
2.3
|
|
|
69
|
|
|
25
|
|
|
Louisiana
|
1
|
|
|
0.1
|
|
|
9
|
|
|
2
|
|
|
Michigan
|
8
|
|
|
2.2
|
|
|
93
|
|
|
26
|
|
|
North Carolina
|
4
|
|
|
1.3
|
|
|
54
|
|
|
13
|
|
|
Ohio
|
13
|
|
|
3.8
|
|
|
148
|
|
|
32
|
|
|
Pennsylvania
|
1
|
|
|
0.3
|
|
|
13
|
|
|
2
|
|
|
South Carolina
|
1
|
|
|
0.3
|
|
|
9
|
|
|
3
|
|
|
Tennessee
|
4
|
|
|
1.0
|
|
|
43
|
|
|
12
|
|
|
West Virginia
|
2
|
|
|
0.1
|
|
|
9
|
|
|
2
|
|
|
Wisconsin
|
1
|
|
|
0.2
|
|
|
9
|
|
|
4
|
|
|
Subtotal light product terminals
|
61
|
|
|
20.0
|
|
|
719
|
|
|
187
|
|
|
Asphalt Terminals:
|
|
|
|
|
|
|
|
|||||
Florida
|
1
|
|
|
0.2
|
|
|
4
|
|
|
3
|
|
|
Illinois
|
2
|
|
|
0.1
|
|
|
34
|
|
|
6
|
|
|
Indiana
|
2
|
|
|
0.4
|
|
|
23
|
|
|
6
|
|
|
Kentucky
|
4
|
|
|
0.5
|
|
|
57
|
|
|
14
|
|
|
Louisiana
|
1
|
|
|
0.1
|
|
|
11
|
|
|
2
|
|
|
Michigan
|
1
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
Ohio
|
4
|
|
|
2.0
|
|
|
69
|
|
|
13
|
|
|
Pennsylvania
|
1
|
|
|
0.5
|
|
|
16
|
|
|
8
|
|
|
Tennessee
|
2
|
|
|
0.5
|
|
|
44
|
|
|
8
|
|
|
Subtotal asphalt terminals
|
18
|
|
|
4.3
|
|
|
260
|
|
|
68
|
|
|
Total owned and operated terminals
|
79
|
|
|
24.3
|
|
|
979
|
|
|
255
|
|
|
|
Number of Railcars
|
|
|
|||||||
Class of Equipment
|
|
Owned
|
|
Leased
|
|
Total
|
|
Capacity per Railcar
|
|||
General service tank cars
|
—
|
|
|
781
|
|
|
781
|
|
|
20,000-30,000 gallons
|
|
High pressure tank cars
|
—
|
|
|
984
|
|
|
984
|
|
|
33,500 gallons
|
|
Open-top hoppers
|
15
|
|
|
294
|
|
|
309
|
|
|
4,000 cubic feet
|
|
|
15
|
|
|
2,059
|
|
|
2,074
|
|
|
|
Speedway Merchandise Statistics
|
|
2016
|
|
2015
|
|
2014
|
||||||
Merchandise sales (in millions)
|
$
|
5,007
|
|
|
$
|
4,879
|
|
|
$
|
3,611
|
|
|
Merchandise gross margin (in millions)
|
1,435
|
|
|
1,368
|
|
|
975
|
|
||||
Merchandise as a percent of total gross margin
|
56
|
%
|
|
54
|
%
|
|
57
|
%
|
State
|
|
Number of
Convenience Stores
(a)
|
|
Connecticut
|
1
|
|
|
Delaware
|
4
|
|
|
Florida
|
241
|
|
|
Georgia
|
1
|
|
|
Illinois
|
115
|
|
|
Indiana
|
309
|
|
|
Kentucky
|
147
|
|
|
Massachusetts
|
114
|
|
|
Michigan
|
303
|
|
|
New Hampshire
|
12
|
|
|
New Jersey
|
72
|
|
|
New York
|
238
|
|
|
North Carolina
|
278
|
|
|
Ohio
|
488
|
|
|
Pennsylvania
|
113
|
|
|
Rhode Island
|
20
|
|
|
South Carolina
|
52
|
|
|
Tennessee
|
38
|
|
|
Virginia
|
62
|
|
|
West Virginia
|
61
|
|
|
Wisconsin
|
64
|
|
|
Total
|
2,733
|
|
Class of Equipment
|
|
Number
in Class |
|
Capacity
(thousand barrels) |
||
Inland tank barges:
(a)
|
|
|
|
|||
Less than 25,000 barrels
|
64
|
|
|
963
|
|
|
25,000 barrels and over
|
158
|
|
|
4,631
|
|
|
Total
|
222
|
|
|
5,594
|
|
|
|
|
|
|
|||
Inland towboats:
|
|
|
|
|||
Less than 2,000 horsepower
|
2
|
|
|
|
||
2,000 horsepower and over
|
16
|
|
|
|
||
Total
|
18
|
|
|
|
(a)
|
All of our barges are double-hulled.
|
Midstream Operating Statistics
|
|
2016
|
|
2015
|
|
2014
|
|||
MPC Consolidated Pipeline Throughput (mbpd)
|
|
|
|
|
|
|
|||
Crude oil pipelines
|
|
1,402
|
|
|
1,277
|
|
|
1,241
|
|
Refined products pipelines
|
909
|
|
|
914
|
|
|
878
|
|
|
Total
|
2,311
|
|
|
2,191
|
|
|
2,119
|
|
|
MPLX Pipeline Throughput (mbpd) (included in volumes above)
(a)(b)
|
|
|
|
|
|
|
|||
Crude oil pipelines
|
1,088
|
|
|
1,061
|
|
|
1,041
|
|
|
Refined products pipelines
|
908
|
|
|
914
|
|
|
878
|
|
|
Total
|
1,996
|
|
|
1,975
|
|
|
1,919
|
|
|
Gathering system throughput (MMcf/d)
(c)
|
3,275
|
|
|
3,075
|
|
|
—
|
|
|
Natural gas processed (MMcf/d)
(c)
|
5,761
|
|
|
5,468
|
|
|
—
|
|
|
C2 (ethane) + NGLs fractionated (mbpd)
(c)
|
335
|
|
|
307
|
|
|
—
|
|
(a)
|
MPLX predecessor volumes reported in MPLX’s filings include our undivided joint interest crude oil pipeline systems for periods prior to MPLX’s initial public offering, which were not contributed to MPLX. The undivided joint interest volumes are not included above.
|
(b)
|
Volumes represent 100 percent of the throughput through these pipelines.
|
(c)
|
Beginning December 4, 2015, which was the effective date of the MarkWest Merger.
|
Class of Equipment
|
|
Number
in Class |
|
Capacity
(thousand barrels) |
||
Jones Act product tankers
(a)
|
4
|
|
|
1,320
|
|
|
|
|
|
|
|
||
750 Series ATB vessels
(b)
|
3
|
|
|
990
|
|
(a)
|
Represents ownership through our indirect noncontrolling interest in Crowley Ocean Partners.
|
(b)
|
Represents ownership through our indirect noncontrolling interest in Crowley Blue Water Partners.
|
Name
|
|
Age as of
January 31, 2017
|
|
Position with MPC
|
Gary R. Heminger
|
|
63
|
|
Chairman, President and Chief Executive Officer
|
Molly R. Benson
(a)
|
|
50
|
|
Vice President, Corporate Secretary and Chief Compliance Officer
|
Raymond L. Brooks
|
|
56
|
|
Senior Vice President, Refining
|
Suzanne Gagle
|
|
51
|
|
Vice President, General Counsel
|
Timothy T. Griffith
|
|
47
|
|
Senior Vice President and Chief Financial Officer
|
John R. Haley
(a)
|
|
60
|
|
Vice President, Tax
|
Thomas Kaczynski
|
|
55
|
|
Vice President, Finance and Treasurer
|
Thomas M. Kelley
|
|
57
|
|
Senior Vice President, Marketing
|
Anthony R. Kenney
|
|
63
|
|
President, Speedway LLC
|
Rodney P. Nichols
|
|
64
|
|
Senior Vice President, Human Resources and Administrative Services
|
Randy S. Nickerson
|
|
55
|
|
Executive Vice President, Corporate Strategy
|
C. Michael Palmer
|
|
63
|
|
Senior Vice President, Supply, Distribution and Planning
|
John J. Quaid
|
|
45
|
|
Vice President and Controller
|
David R. Sauber
(a)
|
|
53
|
|
Vice President, Human Resources and Labor Relations
|
John S. Swearingen
|
|
57
|
|
Senior Vice President, Transportation and Logistics
|
Donald C. Templin
|
|
53
|
|
Executive Vice President
|
Donald W. Wehrly
(a)
|
|
57
|
|
Vice President and Chief Information Officer
|
David L. Whikehart
(a)
|
|
57
|
|
Vice President, Environment, Safety and Corporate Affairs
|
(a)
|
Corporate officer.
|
•
|
worldwide and domestic supplies of and demand for crude oil and refined products;
|
•
|
the cost of crude oil and other feedstocks to be manufactured into refined products;
|
•
|
the prices realized for refined products;
|
•
|
utilization rates of refineries;
|
•
|
natural gas and electricity supply costs incurred by refineries;
|
•
|
the ability of the members of OPEC to agree to and maintain production controls;
|
•
|
political instability or armed conflict in oil and natural gas producing regions;
|
•
|
local weather conditions;
|
•
|
seasonality of demand in our marketing area due to increased highway traffic in the spring and summer months;
|
•
|
natural disasters such as hurricanes and tornadoes;
|
•
|
the price and availability of alternative and competing forms of energy;
|
•
|
domestic and foreign governmental regulations and taxes; and
|
•
|
local, regional, national and worldwide economic conditions.
|
•
|
increasing our vulnerability to changing economic, regulatory and industry conditions;
|
•
|
limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
|
•
|
limiting our ability to pay dividends to our shareholders;
|
•
|
limiting our ability to borrow additional funds; and
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
|
•
|
Inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs;
|
•
|
An inability to successfully integrate assets or businesses we acquire;
|
•
|
A decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions;
|
•
|
A significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions;
|
•
|
The assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;
|
•
|
The diversion of management’s attention from other business concerns; and
|
•
|
The incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
|
•
|
the emission or discharge of materials into the environment,
|
•
|
solid and hazardous waste management,
|
•
|
pollution prevention,
|
•
|
greenhouse gas emissions,
|
•
|
characteristics and composition of gasoline and diesel fuels,
|
•
|
public and employee safety and health, and
|
•
|
facility security.
|
•
|
denial of or delay in receiving requisite regulatory approvals and/or permits;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
|
disruptions in transportation of components or construction materials;
|
•
|
adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers;
|
•
|
shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
|
•
|
market-related increases in a project’s debt or equity financing costs; and
|
•
|
nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.
|
•
|
providing that our board of directors fixes the number of members of the board;
|
•
|
providing for the division of our board of directors into three classes with staggered terms;
|
•
|
providing that only our board of directors may fill board vacancies;
|
•
|
limiting who may call special meetings of stockholders;
|
•
|
prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;
|
•
|
establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings;
|
•
|
establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation and stockholder proposals for amendments to our amended and restated bylaws;
|
•
|
providing that our directors may only be removed for cause;
|
•
|
authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and
|
•
|
authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
|
Pipeline System or Storage Asset
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Capacity
(a)
|
|
Associated MPC refinery
|
||
Crude oil pipeline systems (mbpd):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Patoka, IL to Lima, OH crude system
|
Patoka, IL
|
|
Lima, OH
|
|
20”-22”
|
|
304
|
|
|
267
|
|
|
Detroit, Canton
|
|
Catlettsburg, KY and Robinson, IL crude system
|
Patoka, IL
|
|
Catlettsburg, KY &
Robinson, IL
|
|
20”-24”
|
|
484
|
|
|
515
|
|
|
Catlettsburg, Robinson
|
|
Detroit, MI crude system
(b)
|
Samaria &
Romulus, MI
|
|
Detroit, MI
|
|
16”
|
|
61
|
|
|
197
|
|
|
Detroit
|
|
Wood River, IL to Patoka, IL crude system
(b)
|
Wood River &
Roxana, IL
|
|
Patoka, IL
|
|
12”-22”
|
|
115
|
|
|
314
|
|
|
All Midwest refineries
|
|
Inactive pipelines
|
|
|
|
|
|
|
44
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
1,008
|
|
|
1,293
|
|
|
|
|
Products pipeline systems (mbpd):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cornerstone products system
|
Cornerstone
|
|
Canton, OH
|
|
8"-16"
|
|
58
|
|
|
238
|
|
|
Canton
|
|
Garyville, LA products system
|
Garyville, LA
|
|
Zachary, LA
|
|
20”-36”
|
|
72
|
|
|
389
|
|
|
Garyville
|
|
Texas City, TX products system
|
Texas City, TX
|
|
Pasadena, TX
|
|
16”-36”
|
|
42
|
|
|
215
|
|
|
Texas City, Galveston Bay
|
|
ORPL products system
|
Various
|
|
Various
|
|
6”-14”
|
|
518
|
|
|
244
|
|
|
Catlettsburg, Canton
|
|
Robinson, IL products system
(b)
|
Various
|
|
Various
|
|
10”-16”
|
|
1,131
|
|
|
513
|
|
|
Robinson
|
|
Louisville, KY Airport products system
|
Louisville, KY
|
|
Louisville, KY
|
|
6”-8”
|
|
14
|
|
|
29
|
|
|
Robinson
|
|
Inactive pipelines
(b)
|
|
|
|
|
|
|
123
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
1,958
|
|
|
1,628
|
|
|
|
|
Wood River, IL barge dock (mbpd)
|
|
|
|
|
|
|
|
|
78
|
|
|
Garyville
|
||
Storage assets (thousand barrels):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Neal, WV butane cavern
(c)
|
|
|
|
|
|
|
|
|
1,000
|
|
|
Catlettsburg
|
||
Patoka, IL tank farm
|
|
|
|
|
|
|
|
|
2,626
|
|
|
All Midwest refineries
|
||
Wood River, IL tank farm
|
|
|
|
|
|
|
|
|
419
|
|
|
All Midwest refineries
|
||
Martinsville, IL tank farm
|
|
|
|
|
|
|
|
|
738
|
|
|
Detroit, Canton
|
||
Lebanon, IN tank farm
|
|
|
|
|
|
|
|
|
750
|
|
|
Detroit, Canton
|
||
Hartford, IL tank farm
(d)
|
|
|
|
|
|
|
|
|
430
|
|
|
All Midwest refineries
|
||
Total
|
|
|
|
|
|
|
|
|
5,963
|
|
|
|
(a)
|
All capacities reflect 100 percent of the pipeline systems’ and barge dock’s average capacity in thousands of barrels per day and 100 percent of the available storage capacity of our butane cavern and tank farms in thousands of barrels.
|
(b)
|
Includes pipelines leased from third parties.
|
(c)
|
The Neal, WV butane cavern is 100 percent owned by MPLX.
|
(d)
|
MPLX leases the Hartford tank farm from Wood River Pipe Lines LLC and Buckeye Terminals, LLC.
|
Gas Processing Complexes
|
|
Location
|
|
Design
Throughput Capacity (MMcf/d) (a) |
|
Natural Gas
Throughput (MMcf/d) (b) |
|
Utilization
of Design Capacity (b) |
|||
Keystone Complex
|
Butler County, PA
|
|
410
|
|
|
265
|
|
|
65
|
%
|
|
Houston Complex
(e)
|
Washington County, PA
|
|
555
|
|
|
446
|
|
|
80
|
%
|
|
Majorsville Complex
|
Marshall County, WV
|
|
1,070
|
|
|
789
|
|
|
74
|
%
|
|
Mobley Complex
|
Wetzel County, WV
|
|
920
|
|
|
690
|
|
|
80
|
%
|
|
Sherwood Complex
|
Doddridge County, WV
|
|
1,200
|
|
|
1,020
|
|
|
85
|
%
|
|
Cadiz Complex
|
Harrison County, OH
|
|
525
|
|
|
477
|
|
|
91
|
%
|
|
Seneca Complex
|
Noble County, OH
|
|
800
|
|
|
595
|
|
|
74
|
%
|
|
Kenova Complex
(c)
|
Wayne County, WV
|
|
160
|
|
|
102
|
|
|
64
|
%
|
|
Boldman Complex
(c)
|
Pike County, KY
|
|
70
|
|
|
30
|
|
|
43
|
%
|
|
Cobb Complex
|
Kanawha County, WV
|
|
65
|
|
|
22
|
|
|
34
|
%
|
|
Kermit Complex
(c)(d)
|
Mingo County, WV
|
|
32
|
|
|
N/A
|
|
|
N/A
|
|
|
Langley Complex
|
Langley, KY
|
|
325
|
|
|
99
|
|
|
30
|
%
|
|
Carthage Complex
|
Panola County, TX
|
|
600
|
|
|
493
|
|
|
82
|
%
|
|
Western Oklahoma Complex
|
Custer and Beckham Counties, OK
|
|
425
|
|
|
333
|
|
|
78
|
%
|
|
Hidalgo System
|
Culberson County, TX
|
|
200
|
|
|
105
|
|
|
81
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
142
|
|
|
99
|
|
|
70
|
%
|
|
Total
|
|
|
7,467
|
|
|
5,565
|
|
|
76
|
%
|
(a)
|
Centrahoma processing capacity of 300 MMcf/d is not included in this table as MPLX owns a non-operating interest.
|
(b)
|
Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(c)
|
A portion of the gas processed at the Boldman plant, and all of the gas processed at the Kermit plant, is further processed at the Kenova plant to recover additional NGLs.
|
(d)
|
The Kermit processing plant is operated by a third party solely to prevent liquids from condensing in the gathering and transmission pipelines upstream of our Kenova plant. MPLX does not receive Kermit gas volume information but does receive all of the liquids produced at the Kermit Complex. As such, the design capacity has been excluded from the subtotal.
|
(e)
|
Approximately 35 MMcf/d of processing capacity at the Houston Complex will be decommissioned during the first quarter of 2017 and replaced with 200 MMcf/d of processing capacity.
|
Fractionation Complexes
|
|
Location
|
|
Design
Throughput Capacity (mbpd) |
|
NGL Throughput (mbpd)
(a)
|
|
Utilization
of Design Capacity (a) |
|||
Keystone Complex
(b)(c)
|
Butler County, PA
|
|
47
|
|
|
14
|
|
|
30
|
%
|
|
Houston Complex
(b)
|
Washington County, PA
|
|
60
|
|
|
60
|
|
|
100
|
%
|
|
Hopedale Complex
(b)(d)
|
Harrison County, OH
|
|
120
|
|
|
110
|
|
|
92
|
%
|
|
Ohio Condensate Complex
(e)
|
Harrison County, OH
|
|
23
|
|
|
14
|
|
|
61
|
%
|
|
Siloam Complex
(f)
|
South Shore, KY
|
|
24
|
|
|
15
|
|
|
63
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
11
|
|
|
7
|
|
|
64
|
%
|
|
Total
|
|
|
285
|
|
|
220
|
|
|
77
|
%
|
(a)
|
NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(b)
|
The MPLX Houston, Hopedale and Keystone Complexes have above-ground NGL storage with a usable capacity of 28 million gallons, large‑scale truck and rail loading. In addition, the Houston Complex has large‑scale truck unloading. MPLX also has access to up to an additional 50 million gallons of propane storage capacity that can be utilized in the Marcellus Shale, Utica Shale and Appalachia region under an agreement with a third party that expires in 2018. Lastly, MPLX has up to nine million gallons of butane storage and eight million gallons of propane storage with third parties that can be utilized in the Marcellus Shale and Utica Shale.
|
(c)
|
Includes 33 mpbd of de-propanization only capacity.
|
(d)
|
The MPLX Hopedale Complex is jointly owned by Ohio Fractionation Company, L.L.C. (“Ohio Fractionation”) and MarkWest Utica EMG, L.L.C. (“MarkWest Utica EMG”). Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream & Resources, L.L.C. (“MarkWest Liberty Midstream”). MarkWest Liberty Midstream and MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. MPLX accounts for MarkWest Utica EMG as an equity method investment.
|
(e)
|
The Ohio Condensate Complex is owned by MarkWest Utica EMG Condensate, L.L.C. MPLX accounts for Ohio Condensate as an equity method investment.
|
(f)
|
The MPLX Siloam Complex has both above-ground, pressurized NGL storage facilities, with usable capacity of two million gallons, and underground storage facilities, with usable capacity of 10 million gallons. Product can be received by truck, pipeline or rail and can be transported from the facility by truck, rail or barge. This facility has large‑scale truck and rail loading and unloading capabilities, and a river barge facility capable of loading barges up to 860,000 gallons.
|
De-ethanization Complexes
|
Location
|
|
Design
Throughput Capacity (mbpd) |
|
Natural Gas
Throughput (mbpd) (a) |
|
Utilization
of Design Capacity (a) |
||||
Keystone Complex
|
Butler County, PA
|
|
14
|
|
|
11
|
|
|
79
|
%
|
|
Houston Complex
|
Washington County, PA
|
|
40
|
|
|
37
|
|
|
93
|
%
|
|
Majorsville Complex
|
Marshall County, WV
|
|
40
|
|
|
42
|
|
|
105
|
%
|
|
Mobley Complex
|
|
Wetzel County, WV
|
|
10
|
|
|
6
|
|
|
82
|
%
|
Sherwood Complex
|
Doddridge County, WV
|
|
40
|
|
|
18
|
|
|
45
|
%
|
|
Cadiz Complex
|
Harrison County, OH
|
|
40
|
|
|
4
|
|
|
10
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
18
|
|
|
11
|
|
|
61
|
%
|
|
Total
|
|
|
202
|
|
|
129
|
|
|
64
|
%
|
(a)
|
NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
Natural Gas Gathering Systems
|
|
Location
|
|
Design
Throughput
Capacity(MMcf/d)
|
|
Natural Gas
Throughput(MMcf/d)
(a)
|
|
Utilization
of Design
Capacity
(a)
|
|||
Keystone System
|
Butler County, PA
|
|
227
|
|
|
194
|
|
|
85
|
%
|
|
Houston System
|
Washington County, PA
|
|
984
|
|
|
716
|
|
|
74
|
%
|
|
Ohio Gathering System
(b)
|
Harrison, Monroe, Belmont, Guernsey and Noble Counties, OH
|
|
1,393
|
|
|
867
|
|
|
63
|
%
|
|
Jefferson Gas System
(c)
|
Jefferson County, OH
|
|
250
|
|
|
65
|
|
|
26
|
%
|
|
East Texas System
|
Harrison and Panola Counties, TX
|
|
680
|
|
|
578
|
|
|
85
|
%
|
|
Western Oklahoma System
|
Wheeler County, TX and Roger Mills, Ellis, Custer, Beckham and Washita Counties, OK
|
|
585
|
|
|
364
|
|
|
62
|
%
|
|
Southeast Oklahoma System
|
Hughes, Pittsburg and Coal Counties, OK
|
|
1,205
|
|
|
449
|
|
|
37
|
%
|
|
Eagle Ford System
|
Dimmit County, TX
|
|
45
|
|
|
31
|
|
|
69
|
%
|
|
Other Systems
(d)
|
Various
|
|
70
|
|
|
11
|
|
|
16
|
%
|
|
Total
|
|
|
5,439
|
|
|
3,275
|
|
|
61
|
%
|
(a)
|
Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(b)
|
The Ohio Gathering System is owned by Ohio Gathering Company, L.L.C., which MPLX accounts for as an equity method investment.
|
(c)
|
The Jefferson Gas System is owned by Jefferson Dry Gas, which is a joint venture between MarkWest Liberty Midstream and EMG MWE Dry Gas Holdings, LLC. MPLX accounts for Jefferson Dry Gas as an equity method investment.
|
(d)
|
Excludes lateral pipelines where revenue is not based on throughput.
|
(a)
|
This pipeline is FERC-regulated.
|
(b)
|
This is the section of the Mariner West pipeline, which is FERC-regulated, leased to and operated by Sunoco Logistics Partners LP.
|
(c)
|
NGLs transported through the Langley to Ranger and Ranger to Kenova pipelines are combined with NGLs recovered at the Kenova facility. The design capacity and volume reported for the Langley to Siloam pipeline represent the combined NGL stream.
|
Crude Oil Pipeline
|
|
Location
|
|
Design
Throughput Capacity (mbpd) |
|
NGL
Throughput (mbpd) |
|
Utilization
of Design
Capacity
|
|||
Michigan crude pipeline
|
Manistee County, MI to Crawford County, MI
|
|
60
|
|
|
9
|
|
|
15
|
%
|
Pipeline System
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Ownership
Interest
|
|
Operated
by MPL
|
||
Capline
|
St. James, LA
|
|
Patoka, IL
|
|
40”
|
|
644
|
|
|
33
|
%
|
|
Yes
|
|
Maumee
|
Lima, OH
|
|
Samaria, MI
|
|
22”
|
|
95
|
|
|
26
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
739
|
|
|
|
|
|
Pipeline Company
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Ownership
Interest
|
|
Operated
by MPL
|
||
Crude oil pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Illinois Extension Pipeline Company LLC
|
Flanagan, IL
|
|
Patoka, IL
|
|
24"
|
|
168
|
|
|
35
|
%
|
|
No
|
|
LOCAP LLC
|
Clovelly, LA
|
|
St. James, LA
|
|
48”
|
|
57
|
|
|
59
|
%
|
|
No
|
|
LOOP LLC (LOOP)
|
Offshore Gulf of
Mexico
|
|
Clovelly, LA
|
|
48”
|
|
48
|
|
|
51
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
273
|
|
|
|
|
|
||
Products pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Ascension Pipeline Company LLC
(a)
|
Riverside, LA
|
|
Garyville
|
|
TBD
|
|
TBD
|
|
|
50
|
%
|
|
No
|
|
Centennial Pipeline LLC
(b)
|
Beaumont, TX
|
|
Bourbon, IL
|
|
24”-26”
|
|
796
|
|
|
50
|
%
|
|
Yes
|
|
Explorer Pipeline Company
|
Port Arthur, TX
|
|
Hammond, IN
|
|
12”-28”
|
|
1,883
|
|
|
25
|
%
|
|
No
|
|
Muskegon Pipeline LLC
|
Griffith, IN
|
|
Muskegon, MI
|
|
10”
|
|
170
|
|
|
60
|
%
|
|
Yes
|
|
Wolverine Pipe Line Company
|
Chicago, IL
|
|
Bay City &
Ferrysburg, MI
|
|
6”-18”
|
|
743
|
|
|
6
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
3,592
|
|
|
|
|
|
(a)
|
The pipeline diameter and length for these companies will be determined when these pipeline projects are placed into service.
|
(b)
|
All system pipeline miles are inactive.
|
Private Pipeline Systems
|
|
Diameter
(inches) |
|
Length
(miles) |
|
Capacity
(mbpd) |
||
Crude oil pipeline systems:
|
|
|
|
|
|
|||
Lima, OH to Canton, OH
|
12”-16”
|
|
153
|
|
|
85
|
|
|
St. James, LA to Garyville, LA
|
30”
|
|
20
|
|
|
620
|
|
|
Other
|
6”-14”
|
|
2
|
|
|
15
|
|
|
Inactive pipelines
|
|
|
8
|
|
|
N/A
|
|
|
Total
|
|
|
183
|
|
|
720
|
|
|
Products pipeline systems:
|
|
|
|
|
|
|||
Louisville, KY to Lexington, KY
(a)
|
8”
|
|
87
|
|
|
37
|
|
|
Woodhaven, MI to Detroit, MI
|
4”
|
|
26
|
|
|
12
|
|
|
Illinois pipeline systems
|
4”-12”
|
|
118
|
|
|
39
|
|
|
Texas pipeline systems
|
8”
|
|
103
|
|
|
45
|
|
|
Ohio pipeline systems
|
4”-12”
|
|
57
|
|
|
32
|
|
|
Inactive pipelines
|
|
|
267
|
|
|
N/A
|
|
|
Total
|
|
|
658
|
|
|
165
|
|
(a)
|
We own a
65
percent undivided joint interest in the Louisville, KY to Lexington, KY system.
|
|
2016
|
|
2015
|
||||||||||||||||||||
Dollars per share
|
High Price
|
|
Low Price
|
|
Dividends
|
|
High Price
|
|
Low Price
|
|
Dividends
|
||||||||||||
Quarter 1
|
$
|
52.83
|
|
|
$
|
29.24
|
|
|
$
|
0.32
|
|
|
$
|
54.16
|
|
|
$
|
37.62
|
|
|
$
|
0.25
|
|
Quarter 2
|
43.26
|
|
|
32.02
|
|
|
0.32
|
|
|
53.07
|
|
|
48.41
|
|
|
0.25
|
|
||||||
Quarter 3
|
44.56
|
|
|
35.16
|
|
|
0.36
|
|
|
60.38
|
|
|
43.42
|
|
|
0.32
|
|
||||||
Quarter 4
|
51.15
|
|
|
40.01
|
|
|
0.36
|
|
|
59.99
|
|
|
46.03
|
|
|
0.32
|
|
||||||
Year
|
52.83
|
|
|
29.24
|
|
|
1.36
|
|
|
60.38
|
|
|
37.62
|
|
|
1.14
|
|
Period
|
Total Number
of Shares
Purchased
(a)
|
|
Average
Price Paid
per Share
(b)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans
or Programs
(c)
|
||||||
10/01/16-10/31/16
|
3,496
|
|
|
$
|
40.65
|
|
|
—
|
|
|
$
|
2,584,139,110
|
|
11/01/16-11/30/16
|
348
|
|
|
43.33
|
|
|
—
|
|
|
2,584,139,110
|
|
||
12/01/16-12/31/16
|
407,070
|
|
|
49.16
|
|
|
406,820
|
|
|
2,564,140,333
|
|
||
Total
|
410,914
|
|
|
49.08
|
|
|
406,820
|
|
|
|
(a)
|
The amounts in this column include
3,496
,
348
and
250
shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in
October
,
November
and
December
, respectively.
|
(b)
|
Amounts in this column reflect the weighted average price paid for shares purchased under our share repurchase authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The weighted average price includes commissions paid to brokers on shares purchased under our share repurchase authorizations.
|
(c)
|
On July 30, 2015, we announced that our board of directors had approved a $2.0 billion share repurchase authorization in addition to the $2.0 billion share repurchase authorization announced on July 30, 2014, with such outstanding authorizations to expire on July 31, 2017. These authorizations, together with prior authorizations, result in a total of $10.0 billion of share repurchase authorizations since January 1, 2012.
|
|
Year Ended December 31,
|
||||||||||||||||||
(In millions, except per share data)
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
|
2013
(a)
|
|
2012
|
||||||||||
Statements of Income Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
97,817
|
|
|
$
|
100,160
|
|
|
$
|
82,243
|
|
Income from operations
|
2,378
|
|
|
4,692
|
|
|
4,051
|
|
|
3,425
|
|
|
5,347
|
|
|||||
Net income
|
1,213
|
|
|
2,868
|
|
|
2,555
|
|
|
2,133
|
|
|
3,393
|
|
|||||
Net income attributable to MPC
|
1,174
|
|
|
2,852
|
|
|
2,524
|
|
|
2,112
|
|
|
3,389
|
|
|||||
Per Share Data
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to MPC per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.22
|
|
|
$
|
5.29
|
|
|
$
|
4.42
|
|
|
$
|
3.34
|
|
|
$
|
4.97
|
|
Diluted
|
$
|
2.21
|
|
|
$
|
5.26
|
|
|
$
|
4.39
|
|
|
$
|
3.32
|
|
|
$
|
4.95
|
|
Dividends per share
|
$
|
1.36
|
|
|
$
|
1.14
|
|
|
$
|
0.92
|
|
|
0.77
|
|
|
0.60
|
|
||
Statements of Cash Flows Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
3,986
|
|
|
$
|
4,061
|
|
|
$
|
3,110
|
|
|
$
|
3,405
|
|
|
$
|
4,492
|
|
Additions to property, plant and equipment
|
2,892
|
|
|
1,998
|
|
|
1,480
|
|
|
1,206
|
|
|
1,369
|
|
|||||
Acquisitions, net of cash acquired
(a)
|
—
|
|
|
1,218
|
|
|
2,821
|
|
|
1,515
|
|
|
190
|
|
|||||
Common stock repurchased
|
197
|
|
|
965
|
|
|
2,131
|
|
|
2,793
|
|
|
1,350
|
|
|||||
Dividends paid
|
719
|
|
|
613
|
|
|
524
|
|
|
484
|
|
|
407
|
|
|
December 31,
|
||||||||||||||||||
(In millions)
|
2016
|
|
2015
(a)
|
|
2014
(a)
|
|
2013
(a)
|
|
2012
|
||||||||||
Balance Sheets Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
44,413
|
|
|
$
|
43,115
|
|
|
$
|
30,425
|
|
|
$
|
28,367
|
|
|
$
|
27,203
|
|
Long-term debt, including capitalized leases
(c)
|
10,572
|
|
|
11,925
|
|
|
6,602
|
|
|
3,378
|
|
|
3,341
|
|
|||||
Noncontrolling interests
|
6,646
|
|
|
6,438
|
|
|
639
|
|
|
412
|
|
|
411
|
|
|||||
Total equity
|
20,203
|
|
|
19,675
|
|
|
11,390
|
|
|
11,332
|
|
|
12,105
|
|
(a)
|
On December 4, 2015, MPLX, our consolidated subsidiary, merged with MarkWest. On September 30, 2014, we acquired Hess’ Retail Operations and Related Assets. On February 1, 2013, we acquired the Galveston Bay Refinery and Related Assets. The financial results for these operations are included in our consolidated results from the date of acquisition.
|
(b)
|
The number of weighted average shares reflect the impacts of shares of common stock repurchased under our share repurchase plans.
|
(c)
|
Includes amounts due within one year. During 2015, in connection with the MarkWest Merger, MPLX assumed MarkWest Senior Notes with an aggregate principal amount of $4.1 billion and used its credit facility to repay $850 million of the
$943 million
of borrowings under MarkWest’s credit facility. During 2014, we issued $1.95 billion aggregate principal amount of senior notes and entered into a $700 million term loan agreement to fund a portion of the Hess’ Retail Operations and Related Assets acquisition.
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our seven refineries in the Gulf Coast and Midwest regions of the United States, purchases refined products and ethanol for resale and distributes refined products through various means, including terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, our Speedway business segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
|
•
|
Speedway – sells transportation fuels and convenience products in the retail market in the Midwest, East Coast and Southeast.
|
•
|
Midstream – includes the operations of MPLX and certain other related operations. The Midstream segment gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs and transports and stores crude oil and refined products.
|
(In millions, except per share data)
|
|
2016
|
|
2015
|
||||
Income from Operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
1,543
|
|
|
$
|
4,086
|
|
|
Speedway
|
734
|
|
|
673
|
|
|||
Midstream
|
871
|
|
|
380
|
|
|||
Items not allocated to segments
|
(770
|
)
|
|
(447
|
)
|
|||
Total
|
$
|
2,378
|
|
|
$
|
4,692
|
|
|
Net income attributable to MPC
|
$
|
1,174
|
|
|
$
|
2,852
|
|
|
Net income attributable to MPC per diluted share
|
$
|
2.21
|
|
|
$
|
5.26
|
|
(In millions)
|
|
2016
|
|
2015
|
||||
Cash distributions received from MPLX:
|
|
|
|
|||||
General partner distributions, including IDRs
|
$
|
190
|
|
|
$
|
21
|
|
|
Limited partner distributions
|
142
|
|
|
97
|
|
|||
Total
|
$
|
332
|
|
|
$
|
118
|
|
(In millions, after-tax)
|
|
|
||
LLS 6-3-2-1 crack spread sensitivity
(a)
(per $1.00/barrel change)
|
$
|
450
|
|
|
Sweet/sour differential sensitivity
(b)
(per $1.00/barrel change)
|
225
|
|
||
LLS-WTI differential sensitivity
(c)
(per $1.00/barrel change)
|
80
|
|
||
Natural gas price sensitivity
(d)
(per $1.00/million British thermal unit change)
|
130
|
|
(a)
|
Weighted 40 percent Chicago and 60 percent USGC LLS 6-3-2-1 crack spreads and assumes all other differentials and pricing relationships remain unchanged.
|
(b)
|
LLS (prompt) – [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].
|
(c)
|
Assumes approximately 20 percent of crude oil throughput volumes are WTI-based domestic crude oil.
|
(d)
|
This is consumption based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.
|
•
|
the selling prices realized for refined products;
|
•
|
the types of crude oil and other charge and blendstocks processed;
|
•
|
our refinery yields;
|
•
|
the cost of products purchased for resale;
|
•
|
the impact of commodity derivative instruments used to hedge price risk; and
|
•
|
the potential impact of LCM adjustments to inventories in periods of declining prices.
|
Year
|
|
Refinery
|
2016
|
|
Galveston Bay, Garyville and Robinson
|
2015
|
|
Catlettsburg, Galveston Bay, Garyville and Robinson
|
2014
|
|
Catlettsburg, Galveston Bay, Garyville and Robinson
|
|
|
Crude Oil Refining Capacity (mbpcd)
|
|||||||
Refinery
|
|
2016
|
|
2015
|
|
2014
|
|||
Garyville, Louisiana
|
543
|
|
|
539
|
|
|
522
|
|
|
Galveston Bay, Texas City, Texas
|
459
|
|
|
459
|
|
|
451
|
|
|
Catlettsburg, Kentucky
|
273
|
|
|
273
|
|
|
242
|
|
|
Robinson, Illinois
|
231
|
|
|
212
|
|
|
212
|
|
|
Detroit, Michigan
|
132
|
|
|
132
|
|
|
130
|
|
|
Canton, Ohio
|
93
|
|
|
93
|
|
|
90
|
|
|
Texas City, Texas
|
86
|
|
|
86
|
|
|
84
|
|
|
Total
|
1,817
|
|
|
1,794
|
|
|
1,731
|
|
(In millions)
|
|
2016
|
|
2015
|
|
2016 vs. 2015 Variance
|
|
2014
|
|
2015 vs. 2014 Variance
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
(8,712
|
)
|
|
$
|
97,817
|
|
|
$
|
(25,766
|
)
|
|
Income (loss) from equity method investments
|
(185
|
)
|
|
88
|
|
|
(273
|
)
|
|
153
|
|
|
(65
|
)
|
||||||
Net gain on disposal of assets
|
32
|
|
|
7
|
|
|
25
|
|
|
21
|
|
|
(14
|
)
|
||||||
Other income
|
178
|
|
|
112
|
|
|
66
|
|
|
111
|
|
|
1
|
|
||||||
Total revenues and other income
|
63,364
|
|
|
72,258
|
|
|
(8,894
|
)
|
|
98,102
|
|
|
(25,844
|
)
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost of revenues (excludes items below)
|
49,170
|
|
|
55,583
|
|
|
(6,413
|
)
|
|
83,770
|
|
|
(28,187
|
)
|
||||||
Purchases from related parties
|
509
|
|
|
308
|
|
|
201
|
|
|
505
|
|
|
(197
|
)
|
||||||
Inventory market valuation adjustment
|
(370
|
)
|
|
370
|
|
|
(740
|
)
|
|
—
|
|
|
370
|
|
||||||
Consumer excise taxes
|
7,506
|
|
|
7,692
|
|
|
(186
|
)
|
|
6,685
|
|
|
1,007
|
|
||||||
Impairment expense
|
130
|
|
|
144
|
|
|
(14
|
)
|
|
—
|
|
|
144
|
|
||||||
Depreciation and amortization
|
2,001
|
|
|
1,502
|
|
|
499
|
|
|
1,326
|
|
|
176
|
|
||||||
Selling, general and administrative expenses
|
1,605
|
|
|
1,576
|
|
|
29
|
|
|
1,375
|
|
|
201
|
|
||||||
Other taxes
|
435
|
|
|
391
|
|
|
44
|
|
|
390
|
|
|
1
|
|
||||||
Total costs and expenses
|
60,986
|
|
|
67,566
|
|
|
(6,580
|
)
|
|
94,051
|
|
|
(26,485
|
)
|
||||||
Income from operations
|
2,378
|
|
|
4,692
|
|
|
(2,314
|
)
|
|
4,051
|
|
|
641
|
|
||||||
Net interest and other financial income (costs)
|
(556
|
)
|
|
(318
|
)
|
|
(238
|
)
|
|
(216
|
)
|
|
(102
|
)
|
||||||
Income before income taxes
|
1,822
|
|
|
4,374
|
|
|
(2,552
|
)
|
|
3,835
|
|
|
539
|
|
||||||
Provision for income taxes
|
609
|
|
|
1,506
|
|
|
(897
|
)
|
|
1,280
|
|
|
226
|
|
||||||
Net income
|
1,213
|
|
|
2,868
|
|
|
(1,655
|
)
|
|
2,555
|
|
|
313
|
|
||||||
Less net income (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redeemable noncontrolling interest
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
||||||
Noncontrolling interests
|
(2
|
)
|
|
16
|
|
|
(18
|
)
|
|
31
|
|
|
(15
|
)
|
||||||
Net income attributable to MPC
|
$
|
1,174
|
|
|
$
|
2,852
|
|
|
$
|
(1,678
|
)
|
|
$
|
2,524
|
|
|
$
|
328
|
|
•
|
a decrease in refined product cost of sales of $6.52 billion, primarily due to a decrease in our average crude oil costs of $7.26 per barrel; partially offset by
|
•
|
an increase in refinery direct operating costs of $407 million, or $0.72 per barrel of total refinery throughput, primarily due to significantly higher turnaround activity in 2016 as compared to a lower than normal level of turnaround costs in 2015.
|
•
|
a decrease in refined product cost of sales of $28.67 billion, primarily due to a decrease in our average crude oil costs of $43.97 per barrel, partially offset by an increase in refined product sales volumes; and
|
•
|
decreases in refinery direct operating costs of $726 million, or $1.40 per barrel of total refinery throughput, primarily due to significantly lower turnaround activity in 2015 and decreases in other manufacturing costs.
|
•
|
increases in volumes transported by Illinois Extension Pipeline, which is a pipeline affiliate that became operational in December of 2015, of
$106 million
;
|
•
|
increases in transportation services provided by Crowley Ocean Partners, which is a new marine joint venture established in September of 2015, of
$46 million
; and
|
•
|
increases in transportation services provided by Crowley Blue Water Partners, which is a new marine joint venture established in May of 2016, of
$37 million
.
|
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Refining & Marketing
|
$
|
53,817
|
|
|
$
|
64,198
|
|
|
$
|
91,733
|
|
|
Speedway
|
18,286
|
|
|
19,693
|
|
|
16,932
|
|
||||
Midstream
|
2,636
|
|
|
964
|
|
|
824
|
|
||||
Segment revenues
|
$
|
74,739
|
|
|
$
|
84,855
|
|
|
$
|
109,489
|
|
|
Items included in both revenues and costs:
|
|
|
|
|
|
|||||||
Consumer excise taxes
|
$
|
7,506
|
|
|
$
|
7,692
|
|
|
$
|
6,685
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Refining & Marketing segment:
|
|
|
|
|
|
||||||
Refined product sales volumes (thousands of barrels per day)
(a)
|
2,259
|
|
|
2,289
|
|
|
2,125
|
|
|||
Refined product sales destined for export (thousands of barrels per day)
|
296
|
|
|
319
|
|
|
275
|
|
|||
Average refined product sales prices (dollars per gallon)
|
$
|
1.47
|
|
|
$
|
1.74
|
|
|
$
|
2.71
|
|
(a)
|
Includes intersegment sales and sales destined for export.
|
(Dollars per gallon)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Chicago spot unleaded regular gasoline
|
$
|
1.33
|
|
|
$
|
1.60
|
|
|
$
|
2.55
|
|
|
Chicago spot ultra-low sulfur diesel
|
1.34
|
|
|
1.62
|
|
|
2.80
|
|
||||
USGC spot unleaded regular gasoline
|
1.33
|
|
|
1.55
|
|
|
2.49
|
|
||||
USGC spot ultra-low sulfur diesel
|
1.32
|
|
|
1.58
|
|
|
2.71
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Refining & Marketing intersegment sales to Speedway:
|
|
|
|
|
|
||||||
Intersegment sales (in millions)
|
$
|
10,589
|
|
|
$
|
12,024
|
|
|
$
|
10,912
|
|
Refined product sales volumes (millions of gallons)
|
5,957
|
|
|
5,873
|
|
|
3,766
|
|
|||
Average refined product sales prices (dollars per gallon)
|
$
|
1.48
|
|
|
$
|
1.74
|
|
|
$
|
2.89
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Convenience stores at period-end
(a)
|
2,733
|
|
|
2,766
|
|
|
2,746
|
|
|||
Gasoline & distillate sales (millions of gallons)
|
6,094
|
|
|
6,038
|
|
|
3,942
|
|
|||
Average gasoline & distillate sales prices (dollars per gallon)
|
$
|
2.09
|
|
|
$
|
2.36
|
|
|
$
|
3.25
|
|
Merchandise sales (in millions)
|
$
|
5,007
|
|
|
$
|
4,879
|
|
|
$
|
3,611
|
|
Same store gasoline sales volume (period over period)
|
(0.4
|
)%
|
|
(0.3
|
)%
|
|
(0.7
|
)%
|
|||
Same store merchandise sales (period over period)
(b)
|
3.2
|
%
|
|
4.1
|
%
|
|
5.0
|
%
|
(a)
|
The 2014 year-end amount includes the convenience stores acquired from Hess on September 30, 2014.
|
(b)
|
Excludes cigarettes.
|
|
|
2016
|
|
2015
|
|
2014
|
|||||
Crude oil and refined product pipeline throughputs (mbpd)
(a)
|
2,311
|
|
|
2,191
|
|
|
2,119
|
|
|||
Gathering system throughput (MMcf/d)
(b)
|
3,275
|
|
|
3,075
|
|
|
—
|
|
|||
Natural gas processed (MMcf/d)
(b)
|
5,761
|
|
|
5,468
|
|
|
—
|
|
|||
C2 (ethane) + NGLs fractionated (mbpd)
(b)
|
335
|
|
|
307
|
|
|
—
|
|
|||
Natural Gas NYMEX HH ($ per MMBtu)
(b)
|
$
|
2.55
|
|
|
$
|
2.04
|
|
|
—
|
|
|
C2 + NGL Pricing ($ per gallon)
(b)(c)
|
$
|
0.47
|
|
|
$
|
0.40
|
|
|
—
|
|
(a)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(b)
|
Beginning December 4, 2015, which was the effective date of the MarkWest Merger.
|
(c)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income from operations by segment:
|
|
|
|
|
|
|||||||
Refining & Marketing
(a)
|
$
|
1,543
|
|
|
$
|
4,086
|
|
|
$
|
3,538
|
|
|
Speedway
|
734
|
|
|
673
|
|
|
544
|
|
||||
Midstream
(a)(b)
|
871
|
|
|
380
|
|
|
342
|
|
||||
Items not allocated to segments:
|
|
|
|
|
|
|||||||
Corporate and other unallocated items
(a)(b)
|
(277
|
)
|
|
(299
|
)
|
|
(277
|
)
|
||||
Pension settlement expenses
(c)
|
(7
|
)
|
|
(4
|
)
|
|
(96
|
)
|
||||
Impairment
(d)
|
(486
|
)
|
|
(144
|
)
|
|
—
|
|
||||
Income from operations
|
2,378
|
|
|
4,692
|
|
|
4,051
|
|
||||
Net interest and other financial income (costs)
|
(556
|
)
|
|
(318
|
)
|
|
(216
|
)
|
||||
Income before income taxes
|
$
|
1,822
|
|
|
$
|
4,374
|
|
|
$
|
3,835
|
|
(a)
|
In 2016, segment reporting was revised in connection with the contribution of MPC's inland marine business to MPLX. The results of the inland marine business are now presented in the Midstream segment. Previously, these results were reported in the Refining & Marketing segment. Comparable prior period information has been recast to reflect this revised segment presentation.
|
(b)
|
Included in the
Midstream
segment for
2016
,
2015
and
2014
are
$11 million
,
$20 million
and
$19 million
, respectively, of corporate overhead expenses attributable to MPLX. These expenses are not currently allocated to other segments and are reported in Corporate and other unallocated items.
|
(c)
|
See Item 8. Financial Statements and Supplementary Data – Note
22
.
|
(d)
|
See Item 8. Financial Statements and Supplementary Data – Notes
15
,
16
and
17
.
|
(Dollars per barrel)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Chicago LLS 6-3-2-1 crack spread
(a)(b)
|
$
|
7.19
|
|
|
$
|
10.67
|
|
|
$
|
9.56
|
|
|
USGC LLS 6-3-2-1 crack spread
(a)
|
6.80
|
|
|
9.11
|
|
|
7.23
|
|
||||
Blended 6-3-2-1 crack spread
(a)(c)
|
6.96
|
|
|
9.70
|
|
|
8.11
|
|
||||
LLS
|
45.01
|
|
|
52.35
|
|
|
96.90
|
|
||||
WTI
|
43.47
|
|
|
48.76
|
|
|
92.91
|
|
||||
LLS – WTI crude oil differential
(a)
|
1.55
|
|
|
3.59
|
|
|
3.99
|
|
||||
Sweet/Sour crude oil differential
(a)(d)
|
6.52
|
|
|
6.10
|
|
|
6.97
|
|
(a)
|
All spreads and differentials are measured against prompt LLS.
|
(b)
|
Calculation utilizes USGC three percent residual fuel oil price as a proxy for Chicago three percent residual fuel oil price.
|
(c)
|
Blended Chicago/USGC crack spread is
40
/
60 percent
in
2016
,
38
/
62 percent
in
2015
and
38
/
62 percent
in
2014
based on MPC’s refining capacity by region in each period.
|
(d)
|
LLS (prompt) – [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].
|
•
|
The USGC LLS 6-3-2-1 crack spread
decreased
$2.31
per barrel in
2016
compared to
2015
which had a
negative
impact on segment income of
$1.13 billion
and increased $1.88 per barrel in
2015
compared to
2014
which had a positive impact on segment income of $940 million.
|
•
|
The Chicago LLS 6-3-2-1 crack spread
decreased
$3.48
per barrel in
2016
compared to
2015
which had a
negative
impact on segment income of
$846 million
and increased $1.11 per barrel in
2015
compared to
2014
which had a positive impact on segment income of $400 million.
|
•
|
The sweet/sour crude oil differential
increased
$0.42
per barrel in
2016
compared to
2015
which had a
positive
impact on segment income of
$334 million
and narrowed $0.87 per barrel in
2015
compared to
2014
which had a negative impact on segment income of $27 million.
|
•
|
The LLS-WTI crude oil differential narrowed
$2.04
per barrel in
2016
compared to
2015
resulting in a
negative
impact on segment income of
$260 million
. The LLS-WTI crude oil differential narrowed $0.40 per barrel in
2015
compared to
2014
. This decrease was more than offset by an increase in volume of WTI resulting in a positive impact on segment income of $6 million.
|
|
2016
|
|
2015
|
|
2014
|
|||
Refinery throughputs (
thousands of barrels per day
):
|
|
|
|
|
|
|||
Crude oil refined
|
1,699
|
|
|
1,711
|
|
|
1,622
|
|
Other charge and blendstocks
|
151
|
|
|
177
|
|
|
184
|
|
Total
|
1,850
|
|
|
1,888
|
|
|
1,806
|
|
Sour crude oil throughput percent
|
60
|
|
|
55
|
|
|
52
|
|
WTI-priced crude oil throughput percent
|
19
|
|
|
20
|
|
|
19
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Refining & Marketing gross margin (dollars per barrel)
(a)
|
$
|
11.26
|
|
|
$
|
15.25
|
|
|
$
|
15.05
|
|
Refinery direct operating costs (dollars per barrel):
(b)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.83
|
|
|
$
|
1.13
|
|
|
$
|
1.80
|
|
Depreciation and amortization
|
1.47
|
|
|
1.39
|
|
|
1.41
|
|
|||
Other manufacturing
(c)
|
4.09
|
|
|
4.15
|
|
|
4.86
|
|
|||
Total
|
$
|
7.39
|
|
|
$
|
6.67
|
|
|
$
|
8.07
|
|
(a)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs. Excludes the LCM inventory valuation adjustments.
|
(b)
|
Per barrel of total refinery throughputs.
|
(c)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gasoline & distillate sales (millions of gallons)
|
6,094
|
|
|
6,038
|
|
|
3,942
|
|
|||
Gasoline & distillate gross margin (dollars per gallon)
(a)
|
$
|
0.1656
|
|
|
$
|
0.1823
|
|
|
$
|
0.1775
|
|
Merchandise gross margin (in millions)
|
$
|
1,435
|
|
|
$
|
1,368
|
|
|
$
|
975
|
|
Merchandise gross margin percent
|
28.7
|
%
|
|
28.0
|
%
|
|
27.0
|
%
|
(a)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees, divided by gasoline and distillate sales volume. Excludes LCM inventory valuation adjustments.
|
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
3,986
|
|
|
$
|
4,061
|
|
|
$
|
3,110
|
|
|
Investing activities
|
(2,941
|
)
|
|
(3,441
|
)
|
|
(4,543
|
)
|
||||
Financing activities
|
(1,285
|
)
|
|
(987
|
)
|
|
635
|
|
||||
Total
|
$
|
(240
|
)
|
|
$
|
(367
|
)
|
|
$
|
(798
|
)
|
•
|
Accounts payable
increased
$850 million
from year-end
2015
, primarily due to higher crude oil payable prices.
|
•
|
Current receivables
increased
$690 million
from year-end
2015
, primarily due to higher refined product and crude oil receivable prices.
|
•
|
Excluding the change in the Company’s LCM inventory valuation reserve of $370 million, inventories
increased
$61 million from year-end
2015
, primarily due to higher crude oil and refined product inventory volumes.
|
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
2,892
|
|
|
$
|
1,998
|
|
|
$
|
1,480
|
|
|
Non-cash additions to property, plant and equipment
|
—
|
|
|
5
|
|
|
4
|
|
||||
Asset retirement expenditures
|
6
|
|
|
1
|
|
|
2
|
|
||||
Increase (decrease) in capital accruals
|
(127
|
)
|
|
94
|
|
|
95
|
|
||||
Total capital expenditures
|
2,771
|
|
|
2,098
|
|
|
1,581
|
|
||||
Acquisitions
(a)
|
10
|
|
|
13,854
|
|
|
2,744
|
|
||||
Investments in equity method investees
|
288
|
|
|
331
|
|
|
413
|
|
||||
Total capital expenditures and investments
|
$
|
3,069
|
|
|
$
|
16,283
|
|
|
$
|
4,738
|
|
(a)
|
The 2016 acquisitions include purchase price adjustments related to the MarkWest Merger. The 2015 acquisitions include the MarkWest Merger. The 2014 acquisitions include the acquisition of Hess’ Retail Operations and Related Assets. The acquisition numbers above include property, plant and equipment, equity investments, intangibles and goodwill. See Item 8. Financial Statements and Supplementary Data – Note
5
for further details.
|
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Capital expenditures and investments:
(a)(b)
|
|
|
|
|
|
|||||||
Refining & Marketing
|
$
|
1,101
|
|
|
$
|
1,045
|
|
|
$
|
1,043
|
|
|
Speedway
|
303
|
|
|
501
|
|
|
2,981
|
|
||||
Midstream
|
1,521
|
|
|
14,545
|
|
|
604
|
|
||||
Corporate and Other
(c)
|
144
|
|
|
192
|
|
|
110
|
|
||||
Total
|
$
|
3,069
|
|
|
$
|
16,283
|
|
|
$
|
4,738
|
|
(a)
|
Capital expenditures include changes in capital accruals.
|
(b)
|
Includes $10 million in 2016 for purchase price adjustments related to the MarkWest Merger,
$13.85 billion
in 2015 for the MarkWest Merger and $2.71 billion in 2014 for the acquisition of Hess’ Retail Operations and Related Assets. See Item 8. Financial Statements and Supplementary Data – Note
5
.
|
(c)
|
Includes capitalized interest of
$63 million
,
$37 million
and
$27 million
for
2016
,
2015
and
2014
, respectively.
|
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Number of shares repurchased
|
4
|
|
|
19
|
|
|
49
|
|
|||
Cash paid for shares repurchased
|
$
|
197
|
|
|
$
|
965
|
|
|
$
|
2,131
|
|
Effective average cost per delivered share
|
$
|
41.84
|
|
|
$
|
50.31
|
|
|
$
|
44.31
|
|
|
|
December 31, 2016
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility
(a)
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
|
364 day bank revolving credit facility
|
1,000
|
|
|
—
|
|
|
1,000
|
|
||||
Trade receivables facility
(b)
|
684
|
|
|
—
|
|
|
684
|
|
||||
Total
|
$
|
4,184
|
|
|
$
|
—
|
|
|
$
|
4,184
|
|
|
Cash and cash equivalents
(c)
|
|
|
|
|
653
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
4,837
|
|
(a)
|
Excludes MPLX’s
$2 billion
bank revolving credit facility, which had
no
borrowings and
$3 million
of letters of credit outstanding as of
December 31, 2016
.
|
(b)
|
Availability under our $750 million trade receivables facility is a function of refined product selling prices. As of January 31, 2017, eligible trade receivables supported borrowings of $750 million.
|
(c)
|
Excludes
$234 million
of MPLX cash and cash equivalents.
|
Company
|
Rating Agency
|
Rating
|
MPC
|
Moody’s
|
Baa2 (negative outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB (negative watch)
|
MPLX
|
Moody’s
|
Baa3 (stable outlook)
|
|
Standard & Poor’s
|
BBB- (stable outlook)
|
|
Fitch
|
BBB- (stable outlook)
|
|
|
December 31,
|
||||||
(In millions)
|
|
2016
|
|
2015
|
||||
Debt due within one year
|
$
|
28
|
|
|
$
|
29
|
|
|
Long-term debt
|
10,544
|
|
|
11,896
|
|
|||
Total debt
|
$
|
10,572
|
|
|
$
|
11,925
|
|
|
Calculation of debt-to-total capital ratio:
|
|
|
|
|||||
Total debt
|
$
|
10,572
|
|
|
$
|
11,925
|
|
|
Redeemable noncontrolling interest
|
1,000
|
|
|
—
|
|
|||
Equity
|
20,203
|
|
|
19,675
|
|
|||
Total capitalization
|
$
|
31,775
|
|
|
$
|
31,600
|
|
|
Debt-to-total capital ratio
|
33
|
%
|
|
38
|
%
|
(In millions)
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Later Years
|
||||||||||
Long-term debt
(a)
|
$
|
17,324
|
|
|
$
|
514
|
|
|
$
|
2,056
|
|
|
$
|
2,559
|
|
|
$
|
12,195
|
|
|
Capital lease obligations
(b)
|
382
|
|
|
45
|
|
|
85
|
|
|
84
|
|
|
168
|
|
||||||
Operating lease obligations
|
1,590
|
|
|
254
|
|
|
409
|
|
|
358
|
|
|
569
|
|
||||||
Purchase obligations:
(c)
|
|
|
|
|
|
|
|
|
|
|||||||||||
Crude oil, feedstock, refined product and renewable fuel contracts
(d)
|
10,500
|
|
|
7,387
|
|
|
1,395
|
|
|
1,325
|
|
|
393
|
|
||||||
Transportation and related contracts
|
4,730
|
|
|
443
|
|
|
1,084
|
|
|
968
|
|
|
2,235
|
|
||||||
Contracts to acquire property, plant and equipment
(e)
|
899
|
|
|
864
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||||
Service, materials and other contracts
(f)
|
1,860
|
|
|
474
|
|
|
473
|
|
|
382
|
|
|
531
|
|
||||||
Total purchase obligations
|
17,989
|
|
|
9,168
|
|
|
2,987
|
|
|
2,675
|
|
|
3,159
|
|
||||||
Other long-term liabilities reported in the consolidated balance sheet
(g)
|
2,088
|
|
|
213
|
|
|
442
|
|
|
410
|
|
|
1,023
|
|
||||||
Total contractual cash obligations
|
$
|
39,373
|
|
|
$
|
10,194
|
|
|
$
|
5,979
|
|
|
$
|
6,086
|
|
|
$
|
17,114
|
|
(a)
|
Includes interest payments for our senior notes, term loans and the MPLX credit agreement and commitment and administrative fees for our credit agreement, the MPLX credit agreement and our trade receivables facility.
|
(b)
|
Capital lease obligations represent future minimum payments.
|
(c)
|
Includes both short- and long-term purchases obligations.
|
(d)
|
These contracts include variable price arrangements. For purposes of this disclosure we have estimated prices to be paid primarily based on futures curves for the commodities to the extent available.
|
(e)
|
Includes
$131 million
of contingent consideration associated with the acquisition of the Galveston Bay Refinery and Related Assets.
|
(f)
|
Primarily includes contracts to purchase services such as utilities, supplies and various other maintenance and operating services.
|
(g)
|
Primarily includes obligations for pension and other postretirement benefits including medical and life insurance, which we have estimated through
2024
. See Item 8. Financial Statements and Supplementary Data – Note
22
.
|
(In millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Capital
|
$
|
302
|
|
|
$
|
222
|
|
|
$
|
102
|
|
|
Compliance:
(a)
|
|
|
|
|
|
|||||||
Operating and maintenance
|
541
|
|
|
355
|
|
|
397
|
|
||||
Remediation
(b)
|
40
|
|
|
53
|
|
|
36
|
|
||||
Total
|
$
|
883
|
|
|
$
|
630
|
|
|
$
|
535
|
|
(a)
|
Based on the American Petroleum Institute’s definition of environmental expenditures.
|
(b)
|
These amounts include spending charged against remediation reserves, where permissible, but exclude non-cash provisions recorded for environmental remediation.
|
•
|
Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the measurement date.
|
•
|
Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
•
|
assessment of impairment of long-lived assets;
|
•
|
assessment of impairment of intangible assets:
|
•
|
assessment of impairment of goodwill;
|
•
|
assessment of impairment of equity method investments;
|
•
|
recorded values for assets acquired and liabilities assumed in connection with acquisitions; and
|
•
|
recorded values of derivative instruments.
|
•
|
Future margins on products produced and sold
. Our estimates of future product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.
|
•
|
Future volumes.
Our estimates of future refinery, pipeline throughput and natural gas and NGL processing volumes are based on internal forecasts prepared by our Refining & Marketing and
Midstream
segments operations personnel.
|
•
|
Discount rate commensurate with the risks involved
. We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.
|
•
|
Future capital requirements
. These are based on authorized spending and internal forecasts.
|
•
|
the discount rate for measuring the present value of future plan obligations;
|
•
|
the expected long-term return on plan assets;
|
•
|
the rate of future increases in compensation levels;
|
•
|
health care cost projections; and
|
•
|
the mortality table used in determining future plan obligations.
|
|
December 31, 2016
|
|||||||
|
Position
|
|
Total Barrels
(In thousands)
|
|
Weighted Average Price
(Per barrel)
|
|
Benchmark
|
|
Crude Oil
(a)
|
|
|
|
|
|
|
|
|
Exchange-traded
|
Long
|
|
53,028
|
|
|
$50.62
|
|
CME and ICE Crude
(c)(d)
|
Exchange-traded
|
Short
|
|
(52,373
|
)
|
|
$52.13
|
|
CME and ICE Crude
(c)(d)
|
OTC
|
Short
|
|
(37
|
)
|
|
$52.10
|
|
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
MMBtu
|
|
Weighted Average Price
(Per MMBtu)
|
|
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
OTC
|
Long
|
|
297,017
|
|
|
$2.93
|
|
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
Total Gallons
(In thousands)
|
|
Weighted Average Price
(Per gallon)
|
|
Benchmark
|
|
Refined Products
(b)
|
|
|
|
|
|
|
|
|
Exchange-traded
|
Long
|
|
196,434
|
|
|
$1.64
|
|
CME Heating Oil and RBOB
(c)(e)
|
Exchange-traded
|
Short
|
|
(221,970
|
)
|
|
$1.68
|
|
CME Heating Oil and RBOB
(c)(e)
|
OTC
|
Short
|
|
(64,212
|
)
|
|
$0.61
|
|
|
|
Change in IFO from a
Hypothetical Price Increase of |
|
Change in IFO from a
Hypothetical Price Decrease of |
||||||||||||
(In millions)
|
10%
|
|
25%
|
|
10%
|
|
25%
|
||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Crude
|
$
|
65,682
|
|
|
$
|
180,196
|
|
|
$
|
103,186
|
|
|
$
|
272,641
|
|
Refined products
|
(4,986
|
)
|
|
(12,465
|
)
|
|
4,986
|
|
|
12,465
|
|
||||
Embedded derivatives
|
(5,356
|
)
|
|
(13,389
|
)
|
|
5,356
|
|
|
13,389
|
|
(In millions)
|
|
Fair
Value (b) |
|
Change in
Fair Value |
|
Change in Net Income for the Twelve Months Ended December 31, 2016
|
|
|||||
Long-term debt
(a)
|
|
|
|
|
|
|
|
|||||
Fixed-rate
|
|
$
|
10,442
|
|
|
$
|
831
|
|
(c)
|
n/a
|
|
|
Variable-rate
|
|
450
|
|
|
0
|
|
|
11
|
|
(d)
|
(a)
|
Excludes capital leases.
|
(b)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(c)
|
Assumes a 100-basis point decrease in the weighted average yield-to-maturity at
December 31, 2016
.
|
(d)
|
Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended
December 31, 2016
.
|
|
Page
|
|
|
|
|
|
|
|
|
Audited Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary R. Heminger
|
|
/s/ Timothy T. Griffith
|
|
/s/ John J. Quaid
|
Gary R. Heminger
Chairman of the Board,
President and
Chief Executive Officer
|
|
Timothy T. Griffith
Senior Vice President
and Chief Financial
Officer
|
|
John J. Quaid
Vice President and
Controller
|
/s/ Gary R. Heminger
|
|
/s/ Timothy T. Griffith
|
|
|
Gary R. Heminger
Chairman of the Board,
President and
Chief Executive Officer
|
|
Timothy T. Griffith
Senior Vice President
and Chief Financial
Officer
|
|
|
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
97,817
|
|
Income (loss) from equity method investments
|
(185
|
)
|
|
88
|
|
|
153
|
|
|||
Net gain on disposal of assets
|
32
|
|
|
7
|
|
|
21
|
|
|||
Other income
|
178
|
|
|
112
|
|
|
111
|
|
|||
Total revenues and other income
|
63,364
|
|
|
72,258
|
|
|
98,102
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
49,170
|
|
|
55,583
|
|
|
83,770
|
|
|||
Purchases from related parties
|
509
|
|
|
308
|
|
|
505
|
|
|||
Inventory market valuation adjustment
|
(370
|
)
|
|
370
|
|
|
—
|
|
|||
Consumer excise taxes
|
7,506
|
|
|
7,692
|
|
|
6,685
|
|
|||
Impairment expense
|
130
|
|
|
144
|
|
|
—
|
|
|||
Depreciation and amortization
|
2,001
|
|
|
1,502
|
|
|
1,326
|
|
|||
Selling, general and administrative expenses
|
1,605
|
|
|
1,576
|
|
|
1,375
|
|
|||
Other taxes
|
435
|
|
|
391
|
|
|
390
|
|
|||
Total costs and expenses
|
60,986
|
|
|
67,566
|
|
|
94,051
|
|
|||
Income from operations
|
2,378
|
|
|
4,692
|
|
|
4,051
|
|
|||
Net interest and other financial income (costs)
|
(556
|
)
|
|
(318
|
)
|
|
(216
|
)
|
|||
Income before income taxes
|
1,822
|
|
|
4,374
|
|
|
3,835
|
|
|||
Provision for income taxes
|
609
|
|
|
1,506
|
|
|
1,280
|
|
|||
Net income
|
1,213
|
|
|
2,868
|
|
|
2,555
|
|
|||
Less net income (loss) attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
41
|
|
|
—
|
|
|
—
|
|
|||
Noncontrolling interests
|
(2
|
)
|
|
16
|
|
|
31
|
|
|||
Net income attributable to MPC
|
$
|
1,174
|
|
|
$
|
2,852
|
|
|
$
|
2,524
|
|
Per Share Data (See Note 8)
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
2.22
|
|
|
$
|
5.29
|
|
|
$
|
4.42
|
|
Weighted average shares outstanding
|
528
|
|
|
538
|
|
|
570
|
|
|||
Diluted:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
2.21
|
|
|
$
|
5.26
|
|
|
$
|
4.39
|
|
Weighted average shares outstanding
|
530
|
|
|
542
|
|
|
574
|
|
|||
Dividends paid
|
$
|
1.36
|
|
|
$
|
1.14
|
|
|
$
|
0.92
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
1,213
|
|
|
$
|
2,868
|
|
|
$
|
2,555
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
|
|
||||||
Actuarial changes, net of tax of $69, $21 and ($47)
|
115
|
|
|
34
|
|
|
(78
|
)
|
|||
Prior service costs, net of tax of ($18), ($24) and ($19)
|
(31
|
)
|
|
(39
|
)
|
|
(31
|
)
|
|||
Other comprehensive income (loss)
|
84
|
|
|
(5
|
)
|
|
(109
|
)
|
|||
Comprehensive income
|
1,297
|
|
|
2,863
|
|
|
2,446
|
|
|||
Less comprehensive income (loss) attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
41
|
|
|
—
|
|
|
—
|
|
|||
Noncontrolling interests
|
(2
|
)
|
|
16
|
|
|
31
|
|
|||
Comprehensive income attributable to MPC
|
$
|
1,258
|
|
|
$
|
2,847
|
|
|
$
|
2,415
|
|
|
December 31,
|
||||||
(In millions, except share data)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (MPLX: $234 and $43, respectively)
|
$
|
887
|
|
|
$
|
1,127
|
|
Receivables, less allowance for doubtful accounts of $12 and $1
2 (MPLX: $302 and $257, respectively)
|
3,617
|
|
|
2,927
|
|
||
Inventories (MPLX: $54 and $51, respectively)
|
5,656
|
|
|
5,225
|
|
||
Other current assets (MPLX: $33 and $50, respectively)
|
241
|
|
|
192
|
|
||
Total current assets
|
10,401
|
|
|
9,471
|
|
||
Equity method investments (MPLX: $2,467 and $2,458, respectively)
|
3,827
|
|
|
3,622
|
|
||
Property, plant and equipment, net (MPLX: $10,730 and $9,997, respectively)
|
25,765
|
|
|
25,164
|
|
||
Goodwill (MPLX: $2,199 and $2,570, respectively)
|
3,587
|
|
|
4,019
|
|
||
Other noncurrent assets (MPLX: $506 and $478, respectively)
|
833
|
|
|
839
|
|
||
Total assets
|
$
|
44,413
|
|
|
$
|
43,115
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (MPLX: $506 and $449, respectively)
|
$
|
5,593
|
|
|
$
|
4,743
|
|
Payroll and benefits payable (MPLX: $1 and $18, respectively)
|
530
|
|
|
503
|
|
||
Consumer excise taxes payable (MPLX: $2 and $1, respectively)
|
464
|
|
|
460
|
|
||
Accrued taxes (MPLX: $31 and $26, respectively)
|
153
|
|
|
184
|
|
||
Debt due within one year (MPLX: $1 and $1, respectively)
|
28
|
|
|
29
|
|
||
Other current liabilities (MPLX: $78 and $65, respectively)
|
378
|
|
|
426
|
|
||
Total current liabilities
|
7,146
|
|
|
6,345
|
|
||
Long-term debt (MPLX: $4,422 and $5,255, respectively)
|
10,544
|
|
|
11,896
|
|
||
Deferred income taxes (MPLX: $5 and $378, respectively)
|
3,861
|
|
|
3,285
|
|
||
Defined benefit postretirement plan obligations
|
1,055
|
|
|
1,179
|
|
||
Deferred credits and other liabilities (MPLX: $181 and $170, respectively)
|
604
|
|
|
735
|
|
||
Total liabilities
|
23,210
|
|
|
23,440
|
|
||
Commitments and contingencies (see Note 25)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
1,000
|
|
|
—
|
|
||
Equity
|
|
|
|
||||
MPC stockholders’ equity:
|
|
|
|
||||
Preferred stock, no shares issued and outstanding (par value 0.01 per share, 30 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued – 731 million and 729 million shares (par value 0.01 per share, 1 billion shares authorized
)
|
7
|
|
|
7
|
|
||
Held in treasury, at cost – 203 million and 198 million shar
es
|
(7,482
|
)
|
|
(7,275
|
)
|
||
Additional paid-in capital
|
11,060
|
|
|
11,071
|
|
||
Retained earnings
|
10,206
|
|
|
9,752
|
|
||
Accumulated other comprehensive loss
|
(234
|
)
|
|
(318
|
)
|
||
Total MPC stockholders’ equity
|
13,557
|
|
|
13,237
|
|
||
Noncontrolling interests
|
6,646
|
|
|
6,438
|
|
||
Total equity
|
20,203
|
|
|
19,675
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
44,413
|
|
|
$
|
43,115
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,213
|
|
|
$
|
2,868
|
|
|
$
|
2,555
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred financing costs and debt discount
|
61
|
|
|
16
|
|
|
27
|
|
|||
Impairment expense
|
130
|
|
|
144
|
|
|
—
|
|
|||
Depreciation and amortization
|
2,001
|
|
|
1,502
|
|
|
1,326
|
|
|||
Inventory market valuation adjustment
|
(370
|
)
|
|
370
|
|
|
—
|
|
|||
Pension and other postretirement benefits, net
|
9
|
|
|
80
|
|
|
151
|
|
|||
Deferred income taxes
|
394
|
|
|
134
|
|
|
(242
|
)
|
|||
Net gain on disposal of assets
|
(32
|
)
|
|
(7
|
)
|
|
(21
|
)
|
|||
(Income) loss from equity method investments
|
185
|
|
|
(88
|
)
|
|
(153
|
)
|
|||
Distributions from equity method investments
|
291
|
|
|
113
|
|
|
170
|
|
|||
Changes in the fair value of derivative instruments
|
(41
|
)
|
|
4
|
|
|
(3
|
)
|
|||
Changes in:
|
|
|
|
|
|
||||||
Current receivables
|
(674
|
)
|
|
1,292
|
|
|
1,642
|
|
|||
Inventories
|
(70
|
)
|
|
80
|
|
|
(786
|
)
|
|||
Current accounts payable and accrued liabilities
|
985
|
|
|
(2,400
|
)
|
|
(1,547
|
)
|
|||
All other, net
|
(96
|
)
|
|
(47
|
)
|
|
(9
|
)
|
|||
Net cash provided by operating activities
|
3,986
|
|
|
4,061
|
|
|
3,110
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(2,892
|
)
|
|
(1,998
|
)
|
|
(1,480
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(1,218
|
)
|
|
(2,821
|
)
|
|||
Disposal of assets
|
101
|
|
|
21
|
|
|
27
|
|
|||
Investments – acquisitions, loans and contributions
|
(288
|
)
|
|
(331
|
)
|
|
(413
|
)
|
|||
– redemptions, repayments and return of capital
|
26
|
|
|
4
|
|
|
9
|
|
|||
All other, net
|
112
|
|
|
81
|
|
|
135
|
|
|||
Net cash used in investing activities
|
(2,941
|
)
|
|
(3,441
|
)
|
|
(4,543
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Commercial paper – issued
|
1,263
|
|
|
—
|
|
|
—
|
|
|||
– repayments
|
(1,263
|
)
|
|
—
|
|
|
—
|
|
|||
Long-term debt – borrowings
|
864
|
|
|
2,993
|
|
|
3,793
|
|
|||
– repayments
|
(2,269
|
)
|
|
(2,226
|
)
|
|
(548
|
)
|
|||
Debt issuance costs
|
(11
|
)
|
|
(21
|
)
|
|
(22
|
)
|
|||
Issuance of common stock
|
11
|
|
|
33
|
|
|
26
|
|
|||
Common stock repurchased
|
(197
|
)
|
|
(965
|
)
|
|
(2,131
|
)
|
|||
Dividends paid
|
(719
|
)
|
|
(613
|
)
|
|
(524
|
)
|
|||
Issuance of MPLX LP common units
|
776
|
|
|
—
|
|
|
221
|
|
|||
Issuance of MPLX LP redeemable preferred units
|
984
|
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(542
|
)
|
|
(40
|
)
|
|
(27
|
)
|
|||
Contingent consideration payment
|
(164
|
)
|
|
(175
|
)
|
|
(172
|
)
|
|||
All other, net
|
(18
|
)
|
|
27
|
|
|
19
|
|
|||
Net cash provided by (used in) financ
ing activities
|
(1,285
|
)
|
|
(987
|
)
|
|
635
|
|
|||
Net decrease in cash and cash equivalents
|
(240
|
)
|
|
(367
|
)
|
|
(798
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,127
|
|
|
1,494
|
|
|
2,292
|
|
|||
Cash and cash equivalents at end of period
|
$
|
887
|
|
|
$
|
1,127
|
|
|
$
|
1,494
|
|
|
MPC Stockholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Non-controlling
Interests |
|
Total
Equity |
|
Redeemable Non-controlling Interest
|
||||||||||||||||
Balance as of December 31, 2013
|
$
|
7
|
|
|
$
|
(4,155
|
)
|
|
$
|
9,765
|
|
|
$
|
5,507
|
|
|
$
|
(204
|
)
|
|
$
|
412
|
|
|
$
|
11,332
|
|
|
|
||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,524
|
|
|
—
|
|
|
31
|
|
|
2,555
|
|
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(525
|
)
|
|
—
|
|
|
—
|
|
|
(525
|
)
|
|
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
(109
|
)
|
|
|
|||||||||
Shares repurchased
|
—
|
|
|
(2,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,131
|
)
|
|
|
|||||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(13
|
)
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
52
|
|
|
|
|||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|
221
|
|
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
|
|||||||||
Balance as of December 31, 2014
|
$
|
7
|
|
|
$
|
(6,299
|
)
|
|
$
|
9,841
|
|
|
$
|
7,515
|
|
|
$
|
(313
|
)
|
|
$
|
639
|
|
|
$
|
11,390
|
|
|
|
||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,852
|
|
|
—
|
|
|
16
|
|
|
2,868
|
|
|
|
|||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(615
|
)
|
|
—
|
|
|
—
|
|
|
(615
|
)
|
|
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
|
|||||||||
Shares repurchased
|
—
|
|
|
(965
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(965
|
)
|
|
|
|||||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(11
|
)
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
85
|
|
|
|
|||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
1,128
|
|
|
—
|
|
|
—
|
|
|
5,795
|
|
|
6,923
|
|
|
|
|||||||||
Noncontrolling interest - MarkWest Merger
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|||||||||
Balance as of December 31, 2015
|
$
|
7
|
|
|
$
|
(7,275
|
)
|
|
$
|
11,071
|
|
|
$
|
9,752
|
|
|
$
|
(318
|
)
|
|
$
|
6,438
|
|
|
$
|
19,675
|
|
|
$
|
—
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,174
|
|
|
—
|
|
|
(2
|
)
|
|
1,172
|
|
|
41
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(517
|
)
|
|
(517
|
)
|
|
(25
|
)
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
||||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(10
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
41
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
715
|
|
|
658
|
|
|
—
|
|
||||||||
Issuance of MPLX LP redeemable preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
||||||||
Balance as of December 31, 2016
|
$
|
7
|
|
|
$
|
(7,482
|
)
|
|
$
|
11,060
|
|
|
$
|
10,206
|
|
|
$
|
(234
|
)
|
|
$
|
6,646
|
|
|
$
|
20,203
|
|
|
$
|
1,000
|
|
(Shares in millions)
|
Common
Stock |
|
Treasury
Stock |
||
Balance as of December 31, 2013
|
724
|
|
|
(130
|
)
|
Shares repurchased
|
—
|
|
|
(49
|
)
|
Shares issued – stock-based compensation
|
2
|
|
|
—
|
|
Balance as of December 31, 2014
|
726
|
|
|
(179
|
)
|
Shares repurchased
|
—
|
|
|
(19
|
)
|
Shares issued – stock-based compensation
|
3
|
|
|
—
|
|
Balance as of December 31, 2015
|
729
|
|
|
(198
|
)
|
Shares repurchased
|
—
|
|
|
(4
|
)
|
Shares issued (returned) – stock-based compensation
|
2
|
|
|
(1
|
)
|
Balance as of December 31, 2016
|
731
|
|
|
(203
|
)
|
1
.
|
Description of the Business and Basis of Presentation
|
2
.
|
Summary of Principal Accounting Policies
|
3
.
|
Accounting Standards
|
4
.
|
MPLX LP
|
(In millions)
|
2016
|
|
2015
|
||||
Transfers (to) from noncontrolling interest
|
|
|
|
||||
Increase (decrease) in MPC's paid in capital for the issuance of MPLX LP common units to the public
|
$
|
(60
|
)
|
|
$
|
1,532
|
|
Increase in MPC's paid in capital for the issuance of MPLX LP common units and general partner units to MPC
|
121
|
|
|
—
|
|
||
Net transfers (to) from noncontrolling interests
|
61
|
|
|
1,532
|
|
||
Tax impact
|
(118
|
)
|
|
(404
|
)
|
||
Change in MPC's additional paid-in capital, net of tax
|
$
|
(57
|
)
|
|
$
|
1,128
|
|
5
.
|
Acquisitions and Investments
|
(In millions)
|
As originally reported
|
|
Adjustments
|
|
As adjusted
|
||||||
Cash and cash equivalents
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Receivables
|
164
|
|
|
—
|
|
|
164
|
|
|||
Inventories
|
33
|
|
|
(1
|
)
|
|
32
|
|
|||
Other current assets
|
44
|
|
|
—
|
|
|
44
|
|
|||
Equity method investments
|
2,457
|
|
|
143
|
|
|
2,600
|
|
|||
Property, plant and equipment, net
|
8,474
|
|
|
43
|
|
|
8,517
|
|
|||
Other noncurrent assets
(a)
|
473
|
|
|
65
|
|
|
538
|
|
|||
Total assets acquired
|
11,657
|
|
|
250
|
|
|
11,907
|
|
|||
Accounts payable
|
322
|
|
|
6
|
|
|
328
|
|
|||
Payroll and benefits payable
|
13
|
|
|
—
|
|
|
13
|
|
|||
Accrued taxes
|
21
|
|
|
—
|
|
|
21
|
|
|||
Other current liabilities
|
44
|
|
|
—
|
|
|
44
|
|
|||
Long-term debt
|
4,567
|
|
|
—
|
|
|
4,567
|
|
|||
Deferred income taxes
|
374
|
|
|
3
|
|
|
377
|
|
|||
Deferred credit and other liabilities
|
151
|
|
|
—
|
|
|
151
|
|
|||
Noncontrolling interests
|
13
|
|
|
—
|
|
|
13
|
|
|||
Total liabilities and noncontrolling interest assumed
|
5,505
|
|
|
9
|
|
|
5,514
|
|
|||
Net assets acquired excluding goodwill
|
6,152
|
|
|
241
|
|
|
6,393
|
|
|||
Goodwill
|
2,454
|
|
|
(241
|
)
|
|
2,213
|
|
|||
Net assets acquired
|
$
|
8,606
|
|
|
$
|
—
|
|
|
$
|
8,606
|
|
(a)
|
The adjustment relates to acquired intangible assets.
|
(In millions)
|
2015
|
||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
120
|
|
Income from operations
|
32
|
|
(In millions)
|
2014
|
||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
2,403
|
|
Income from operations
|
113
|
|
6
.
|
Variable Interest Entities
|
7
.
|
Related Party Transactions
|
•
|
Centennial Pipeline LLC (“Centennial”), in which we have a
50 percent
noncontrolling interest. Centennial owns a refined products pipeline and storage facility.
|
•
|
Crowley Blue Water Partners, in which we have a
50 percent
indirect noncontrolling interest. Crowley Blue Water Partners owns and operates three Jones Act ATB vessels.
|
•
|
Crowley Ocean Partners, in which we have a
50 percent
indirect noncontrolling interest. Crowley Ocean Partners owns and operates Jones Act product tankers.
|
•
|
Explorer, in which we have a
25 percent
interest. Explorer owns and operates a refined products pipeline.
|
•
|
Illinois Extension Pipeline, in which we have a
35 percent
noncontrolling interest. Illinois Extension Pipeline owns and operates a crude oil pipeline.
|
•
|
LOCAP LLC (“LOCAP”), in which we have a
59 percent
noncontrolling interest. LOCAP owns and operates a crude oil pipeline.
|
•
|
LOOP LLC (“LOOP”), in which we have a
51 percent
noncontrolling interest. LOOP owns and operates the only U.S. deepwater oil port.
|
•
|
MarkWest Utica EMG, in which we have a
56 percent
noncontrolling interest. MarkWest Utica EMG is engaged in significant natural gas processing and NGL fractionation, transportation and marketing in the state of Ohio.
|
•
|
Ohio Condensate Company L.L.C. (“Ohio Condensate”), in which we have a
60 percent
noncontrolling interest. Ohio Condensate is engaged in wellhead condensate gathering, stabilization, terminalling, transportation and storage within certain defined areas of Ohio.
|
•
|
Ohio Gathering, in which we have a
34 percent
indirect noncontrolling interest. Ohio Gathering is a subsidiary of MarkWest Utica EMG providing natural gas gathering service in the Utica Shale region of eastern Ohio.
|
•
|
PFJ Southeast, in which we have a
29 percent
noncontrolling interest. PFJ Southeast owns travel plazas primarily in the Southeast United States.
|
•
|
The Andersons Albion Ethanol LLC (“TAAE”), in which we have a
45 percent
noncontrolling interest, The Andersons Clymers Ethanol LLC (“TACE”), in which we have a
61 percent
noncontrolling interest and The Andersons Marathon Ethanol LLC (“TAME”), in which we have a
67 percent
direct and indirect noncontrolling interest. These companies each own and operate an ethanol production facility.
|
•
|
Other equity method investees.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
PFJ Southeast
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other equity method investees
|
6
|
|
|
6
|
|
|
7
|
|
|||
Total
|
$
|
62
|
|
|
$
|
6
|
|
|
$
|
7
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
MarkWest Utica EMG
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ohio Condensate
|
4
|
|
|
—
|
|
|
—
|
|
|||
Ohio Gathering
|
15
|
|
|
2
|
|
|
—
|
|
|||
Other equity method investees
|
6
|
|
|
2
|
|
|
1
|
|
|||
Total
|
$
|
41
|
|
|
$
|
4
|
|
|
$
|
1
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Crowley Blue Water Partners
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Crowley Ocean Partners
|
52
|
|
|
6
|
|
|
—
|
|
|||
Explorer
|
14
|
|
|
20
|
|
|
39
|
|
|||
Illinois Extension Pipeline
|
110
|
|
|
4
|
|
|
—
|
|
|||
LOCAP
|
23
|
|
|
23
|
|
|
21
|
|
|||
LOOP
|
59
|
|
|
52
|
|
|
88
|
|
|||
TAAE
|
41
|
|
|
52
|
|
|
79
|
|
|||
TACE
|
59
|
|
|
54
|
|
|
121
|
|
|||
TAME
|
93
|
|
|
87
|
|
|
141
|
|
|||
Other equity method investees
|
21
|
|
|
10
|
|
|
16
|
|
|||
Total
|
$
|
509
|
|
|
$
|
308
|
|
|
$
|
505
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Centennial
|
$
|
—
|
|
|
$
|
1
|
|
MarkWest Utica EMG
|
2
|
|
|
1
|
|
||
Ohio Condensate
|
—
|
|
|
3
|
|
||
Ohio Gathering
|
2
|
|
|
5
|
|
||
PFJ Southeast
|
40
|
|
|
—
|
|
||
Other equity method investees
|
1
|
|
|
3
|
|
||
Total
|
$
|
45
|
|
|
$
|
13
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Explorer
|
$
|
—
|
|
|
$
|
1
|
|
Illinois Extension Pipeline
|
9
|
|
|
4
|
|
||
LOCAP
|
2
|
|
|
2
|
|
||
LOOP
|
6
|
|
|
5
|
|
||
MarkWest Utica EMG
|
24
|
|
|
19
|
|
||
Ohio Condensate
|
1
|
|
|
4
|
|
||
TAAE
|
2
|
|
|
1
|
|
||
TACE
|
4
|
|
|
2
|
|
||
TAME
|
4
|
|
|
3
|
|
||
Other equity method investees
|
1
|
|
|
1
|
|
||
Total
|
$
|
53
|
|
|
$
|
42
|
|
8
.
|
Income per Common Share
|
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
1,174
|
|
|
$
|
2,852
|
|
|
$
|
2,524
|
|
Income allocated to participating securities
|
1
|
|
|
4
|
|
|
4
|
|
|||
Income available to common stockholders – basic
|
$
|
1,173
|
|
|
$
|
2,848
|
|
|
$
|
2,520
|
|
Weighted average common shares outstanding
|
528
|
|
|
538
|
|
|
570
|
|
|||
Basic earnings per share
|
$
|
2.22
|
|
|
$
|
5.29
|
|
|
$
|
4.42
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
1,174
|
|
|
$
|
2,852
|
|
|
$
|
2,524
|
|
Income allocated to participating securities
|
1
|
|
|
4
|
|
|
4
|
|
|||
Income available to common stockholders – diluted
|
$
|
1,173
|
|
|
$
|
2,848
|
|
|
$
|
2,520
|
|
Weighted average common shares outstanding
|
528
|
|
|
538
|
|
|
570
|
|
|||
Effect of dilutive securities
|
2
|
|
|
4
|
|
|
4
|
|
|||
Weighted average common shares, including dilutive effect
|
530
|
|
|
542
|
|
|
574
|
|
|||
Diluted earnings per share
|
$
|
2.21
|
|
|
$
|
5.26
|
|
|
$
|
4.39
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
|||
Shares issued under stock-based compensation plans
|
3
|
|
|
1
|
|
|
1
|
|
9
.
|
Equity
|
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Number of shares repurchased
|
4
|
|
|
19
|
|
|
49
|
|
|||
Cash paid for shares repurchased
|
$
|
197
|
|
|
$
|
965
|
|
|
$
|
2,131
|
|
Effective average cost per delivered share
|
$
|
41.84
|
|
|
$
|
50.31
|
|
|
$
|
44.31
|
|
10
.
|
Segment Information
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our refineries in the Gulf Coast and Midwest regions of the United States, purchases ethanol and refined products for resale and distributes refined products through various means, including terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
|
•
|
Speedway – sells transportation fuels and convenience merchandise in retail markets in the Midwest, East Coast and Southeast regions of the United States.
|
•
|
Midstream – includes the operations of MPLX and certain other related operations. The Midstream segment gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs and transports and stores crude oil and refined products.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
43,228
|
|
|
$
|
18,283
|
|
|
$
|
1,828
|
|
|
$
|
63,339
|
|
Intersegment
(a)
|
10,589
|
|
|
3
|
|
|
808
|
|
|
11,400
|
|
||||
Segment revenues
|
$
|
53,817
|
|
|
$
|
18,286
|
|
|
$
|
2,636
|
|
|
$
|
74,739
|
|
Segment income from operations
(b)(c)
|
$
|
1,543
|
|
|
$
|
734
|
|
|
$
|
871
|
|
|
$
|
3,148
|
|
Income from equity method investments
(d)
|
24
|
|
|
5
|
|
|
142
|
|
|
171
|
|
||||
Depreciation and amortization
(d)
|
1,092
|
|
|
273
|
|
|
576
|
|
|
1,941
|
|
||||
Capital expenditures and investments
(e)
|
1,101
|
|
|
303
|
|
|
1,521
|
|
|
2,925
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
52,174
|
|
|
$
|
19,690
|
|
|
$
|
187
|
|
|
$
|
72,051
|
|
Intersegment
(a)
|
12,024
|
|
|
3
|
|
|
777
|
|
|
12,804
|
|
||||
Segment revenues
|
$
|
64,198
|
|
|
$
|
19,693
|
|
|
$
|
964
|
|
|
$
|
84,855
|
|
Segment income from operations
(b)(c)
|
$
|
4,086
|
|
|
$
|
673
|
|
|
$
|
380
|
|
|
$
|
5,139
|
|
Income from equity method investments
|
26
|
|
|
—
|
|
|
62
|
|
|
88
|
|
||||
Depreciation and amortization
(d)
|
1,052
|
|
|
254
|
|
|
144
|
|
|
1,450
|
|
||||
Capital expenditures and investments
(e)(f)
|
1,045
|
|
|
501
|
|
|
14,545
|
|
|
16,091
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
80,821
|
|
|
$
|
16,927
|
|
|
$
|
71
|
|
|
$
|
97,819
|
|
Intersegment
(a)
|
10,912
|
|
|
5
|
|
|
753
|
|
|
11,670
|
|
||||
Segment revenues
|
$
|
91,733
|
|
|
$
|
16,932
|
|
|
$
|
824
|
|
|
$
|
109,489
|
|
Segment income from operations
(b)
|
$
|
3,538
|
|
|
$
|
544
|
|
|
$
|
342
|
|
|
$
|
4,424
|
|
Income from equity method investments
|
96
|
|
|
—
|
|
|
57
|
|
|
153
|
|
||||
Depreciation and amortization
(d)
|
1,020
|
|
|
152
|
|
|
102
|
|
|
1,274
|
|
||||
Capital expenditures and investments
(e)(g)
|
1,043
|
|
|
2,981
|
|
|
604
|
|
|
4,628
|
|
(a)
|
Management believes intersegment transactions were conducted under terms comparable to those with unaffiliated parties.
|
(b)
|
Included in the
Midstream
segment for
2016
,
2015
and
2014
are
$11 million
,
$20 million
and
$19 million
, respectively, of corporate overhead expenses attributable to MPLX. The remaining corporate overhead expenses are not currently allocated to other segments, but instead are reported in corporate and other unallocated items. Also included in the
Midstream
segment for 2015 are
$36 million
of transaction costs related to the MarkWest Merger.
|
(c)
|
In 2016, the Refining & Marketing and Speedway segments include an inventory LCM benefit of
$345 million
and
$25 million
, respectively. In 2015, the Refining & Marketing and Speedway segments include an inventory LCM charge of
$345 million
and
$25 million
, respectively.
|
(d)
|
Differences between segment totals and MPC totals represent amounts related to unallocated items and are included in “Items not allocated to segments” in the reconciliation below.
|
(e)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(f)
|
The
Midstream
segment includes
$13.85 billion
for the MarkWest Merger. See Note
5
.
|
(g)
|
The Speedway and Refining & Marketing segments include
$2.66 billion
and
$52 million
, respectively, for the acquisition of Hess’ Retail Operations and Related Assets. See Note
5
.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Segment income from operations
|
$
|
3,148
|
|
|
$
|
5,139
|
|
|
$
|
4,424
|
|
Items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and other unallocated items
(a)
|
(277
|
)
|
|
(299
|
)
|
|
(277
|
)
|
|||
Pension settlement expenses
(b)
|
(7
|
)
|
|
(4
|
)
|
|
(96
|
)
|
|||
Impairments
(c)
|
(486
|
)
|
|
(144
|
)
|
|
—
|
|
|||
Net interest and other financial income (costs)
|
(556
|
)
|
|
(318
|
)
|
|
(216
|
)
|
|||
Income before income taxes
|
$
|
1,822
|
|
|
$
|
4,374
|
|
|
$
|
3,835
|
|
(a)
|
Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the
Midstream
segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
(b)
|
See Note
22
.
|
(c)
|
2016 includes impairments of goodwill and equity method investments. 2015 relates to the cancellation of the ROUX project at our Garyville refinery. See Notes
15
,
16
and
17
.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Segment capital expenditures and investments
|
$
|
2,925
|
|
|
$
|
16,091
|
|
|
$
|
4,628
|
|
Less investments in equity method investees
(a)
|
431
|
|
|
2,788
|
|
|
413
|
|
|||
Plus items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and Other
|
81
|
|
|
155
|
|
|
83
|
|
|||
Capitalized interest
|
63
|
|
|
37
|
|
|
27
|
|
|||
Total capital expenditures
(b)
|
$
|
2,638
|
|
|
$
|
13,495
|
|
|
$
|
4,325
|
|
(a)
|
2016 includes an adjustment of
$143 million
to the fair value of equity method investments acquired in connection with the MarkWest Merger. 2015 includes
$2.46 billion
for the MarkWest Merger. See Note
5
.
|
(b)
|
Capital expenditures include changes in capital accruals. See Note
20
for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Customer revenues
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
97,819
|
|
Corporate and other unallocated items
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
97,817
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Refined products
|
$
|
54,511
|
|
|
$
|
63,744
|
|
|
$
|
90,702
|
|
Merchandise
|
5,297
|
|
|
5,188
|
|
|
3,817
|
|
|||
Crude oil and refinery feedstocks
|
2,038
|
|
|
2,718
|
|
|
2,917
|
|
|||
Service, transportation and other
|
1,493
|
|
|
401
|
|
|
381
|
|
|||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
97,817
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Refining & Marketing
|
$
|
18,039
|
|
|
$
|
17,379
|
|
Speedway
|
5,426
|
|
|
5,349
|
|
||
Midstream
|
18,078
|
|
|
17,462
|
|
||
Corporate and Other
|
2,870
|
|
|
2,925
|
|
||
Total consolidated assets
|
$
|
44,413
|
|
|
$
|
43,115
|
|
11
.
|
Other Items
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
7
|
|
Interest expense
(a)
|
(602
|
)
|
|
(325
|
)
|
|
(229
|
)
|
|||
Interest capitalized
|
64
|
|
|
37
|
|
|
27
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||
Other financial costs
(b)
|
(24
|
)
|
|
(31
|
)
|
|
(21
|
)
|
|||
Net interest and other financial income (costs)
|
$
|
(556
|
)
|
|
$
|
(318
|
)
|
|
$
|
(216
|
)
|
(a)
|
2016 and 2015 includes
$44 million
and
$1 million
, respectively, for the amortization of the discount related to the difference between the fair value and the principal amount of the assumed MarkWest debt.
|
(b)
|
2015 includes
$6 million
of transaction costs related to the MarkWest Merger.
|
12
.
|
Income Taxes
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
(In millions)
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
$
|
189
|
|
|
$
|
336
|
|
|
$
|
525
|
|
|
$
|
1,210
|
|
|
$
|
134
|
|
|
$
|
1,344
|
|
|
$
|
1,382
|
|
|
$
|
(199
|
)
|
|
$
|
1,183
|
|
State and local
|
27
|
|
|
57
|
|
|
84
|
|
|
152
|
|
|
9
|
|
|
161
|
|
|
135
|
|
|
(37
|
)
|
|
98
|
|
|||||||||
Foreign
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
10
|
|
|
(9
|
)
|
|
1
|
|
|
5
|
|
|
(6
|
)
|
|
(1
|
)
|
|||||||||
Total
|
$
|
215
|
|
|
$
|
394
|
|
|
$
|
609
|
|
|
$
|
1,372
|
|
|
$
|
134
|
|
|
$
|
1,506
|
|
|
$
|
1,522
|
|
|
$
|
(242
|
)
|
|
$
|
1,280
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Statutory rate applied to income before income taxes
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local income taxes, net of federal income tax effects
|
3
|
|
|
2
|
|
|
2
|
|
Domestic manufacturing deduction
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
Noncontrolling interests
|
(1
|
)
|
|
—
|
|
|
—
|
|
Biodiesel excise tax credit
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
Other
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
Provision for income taxes
|
33
|
%
|
|
34
|
%
|
|
33
|
%
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
578
|
|
|
$
|
631
|
|
Environmental
|
34
|
|
|
44
|
|
||
Net operating loss carryforwards
|
23
|
|
|
73
|
|
||
Other
|
58
|
|
|
73
|
|
||
Total deferred tax assets
|
693
|
|
|
821
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
2,591
|
|
|
2,512
|
|
||
Inventories
|
707
|
|
|
579
|
|
||
Investments in subsidiaries and affiliates
|
1,145
|
|
|
909
|
|
||
Other
|
94
|
|
|
89
|
|
||
Total deferred tax liabilities
|
4,537
|
|
|
4,089
|
|
||
Net deferred tax liabilities
|
$
|
3,844
|
|
|
$
|
3,268
|
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Other noncurrent assets
|
$
|
17
|
|
|
$
|
17
|
|
Liabilities:
|
|
|
|
||||
Deferred income taxes
|
3,861
|
|
|
3,285
|
|
||
Net deferred tax liabilities
|
$
|
3,844
|
|
|
$
|
3,268
|
|
United States Federal
|
2010
|
-
|
2015
|
States
|
2008
|
-
|
2015
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
January 1 balance
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
13
|
|
Additions for tax positions of prior years
|
6
|
|
|
—
|
|
|
7
|
|
|||
Reductions for tax positions of prior years
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Settlements
|
(1
|
)
|
|
—
|
|
|
2
|
|
|||
December 31 balance
|
$
|
7
|
|
|
$
|
12
|
|
|
$
|
12
|
|
13
.
|
Inventories
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Crude oil and refinery feedstocks
|
$
|
2,208
|
|
|
$
|
2,180
|
|
Refined products
|
2,810
|
|
|
2,804
|
|
||
Materials and supplies
|
485
|
|
|
438
|
|
||
Merchandise
|
153
|
|
|
173
|
|
||
Lower of cost or market reserve
|
—
|
|
|
(370
|
)
|
||
Total
|
$
|
5,656
|
|
|
$
|
5,225
|
|
14
.
|
Equity Method Investments
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
December 31,
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2016
|
|
2015
|
||||
Centennial
|
50%
|
|
$
|
35
|
|
|
$
|
37
|
|
Centrahoma Processing LLC
|
40%
|
|
104
|
|
|
111
|
|
||
Crowley Coastal Partners
|
50%
|
|
184
|
|
|
—
|
|
||
Crowley Ocean Partners
(a)
|
50%
|
|
—
|
|
|
72
|
|
||
Explorer
|
25%
|
|
94
|
|
|
91
|
|
||
Illinois Extension Pipeline
|
35%
|
|
293
|
|
|
267
|
|
||
LOCAP
|
59%
|
|
22
|
|
|
22
|
|
||
LOOP
|
51%
|
|
277
|
|
|
243
|
|
||
MarkWest Utica EMG
|
56%
|
|
2,224
|
|
|
2,160
|
|
||
North Dakota Pipeline
(b)
|
38%
|
|
30
|
|
|
287
|
|
||
Ohio Condensate
(b)
|
60%
|
|
10
|
|
|
101
|
|
||
PFJ Southeast
(c)
|
29%
|
|
283
|
|
|
—
|
|
||
TAAE
|
45%
|
|
33
|
|
|
27
|
|
||
TACE
|
61%
|
|
33
|
|
|
49
|
|
||
TAEI
|
34%
|
|
15
|
|
|
18
|
|
||
TAME
(d)
|
50%
|
|
18
|
|
|
27
|
|
||
Other MPLX investments
|
|
|
129
|
|
|
86
|
|
||
Other
|
|
|
43
|
|
|
24
|
|
||
Total
|
|
|
$
|
3,827
|
|
|
$
|
3,622
|
|
(a)
|
Crowley Ocean Partners merged into Crowley Coastal Partners in 2016.
|
(b)
|
During 2016, we recorded an impairment charge of
$267 million
related to our investment in North Dakota Pipeline and an impairment charge of
$89 million
related to our investment in Ohio Condensate. See Note
17
for additional information.
|
(c)
|
This joint venture with Pilot Flying J was formed in 2016. See Note
5
.
|
(d)
|
Excludes TAEI’s investment in TAME.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Income statement data:
|
|
|
|
|
|
||||||
Revenues and other income
|
$
|
2,421
|
|
|
$
|
1,390
|
|
|
$
|
1,430
|
|
Income (loss) from operations
|
(116
|
)
|
|
332
|
|
|
379
|
|
|||
Net income (loss)
|
(250
|
)
|
|
239
|
|
|
316
|
|
|||
Balance sheet data – December 31:
|
|
|
|
|
|
||||||
Current assets
|
$
|
711
|
|
|
$
|
906
|
|
|
|
||
Noncurrent assets
|
8,170
|
|
|
6,418
|
|
|
|
||||
Current liabilities
|
884
|
|
|
468
|
|
|
|
||||
Noncurrent liabilities
|
1,462
|
|
|
1,130
|
|
|
|
15
.
|
Property, Plant and Equipment
|
(In millions)
|
Estimated
Useful Lives
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||||
Refining & Marketing
|
2 - 30 years
|
|
$
|
19,447
|
|
|
$
|
18,396
|
|
Speedway
|
4 - 25 years
|
|
5,078
|
|
|
5,067
|
|
||
Midstream
|
3 - 42 years
|
|
12,664
|
|
|
11,379
|
|
||
Corporate and Other
|
4 - 40 years
|
|
817
|
|
|
762
|
|
||
Total
|
|
|
38,006
|
|
|
35,604
|
|
||
Less accumulated depreciation
|
|
|
12,241
|
|
|
10,440
|
|
||
Property, plant and equipment, net
|
|
|
$
|
25,765
|
|
|
$
|
25,164
|
|
16
.
|
Goodwill and Intangibles
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Balance at January 1, 2015
|
$
|
539
|
|
|
$
|
854
|
|
|
$
|
173
|
|
|
$
|
1,566
|
|
Acquisitions
(a)
|
—
|
|
|
—
|
|
|
2,454
|
|
|
2,454
|
|
||||
Disposition
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Balance at December 31, 2015
|
$
|
539
|
|
|
$
|
853
|
|
|
$
|
2,627
|
|
|
$
|
4,019
|
|
Purchase price allocation adjustments
(a)
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
(241
|
)
|
||||
Disposition
(b)
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
||||
Balance at December 31, 2016
|
$
|
539
|
|
|
$
|
792
|
|
|
$
|
2,256
|
|
|
$
|
3,587
|
|
(a)
|
See Note
5
for information on the acquisitions and purchase price allocation adjustments.
|
(b)
|
Goodwill associated with our former Speedway travel plaza locations that are now part of the PFJ Southeast joint venture. The amount was included in the initial basis for our equity method investment in the joint venture.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Customer contracts and relationships
|
$
|
102
|
|
|
$
|
1
|
|
|
$
|
533
|
|
|
$
|
636
|
|
Royalty agreements
|
128
|
|
|
—
|
|
|
—
|
|
|
128
|
|
||||
Favorable lease contract terms
|
1
|
|
|
57
|
|
|
—
|
|
|
58
|
|
||||
Other
(a)
|
27
|
|
|
75
|
|
|
—
|
|
|
102
|
|
||||
Gross
|
$
|
258
|
|
|
$
|
133
|
|
|
$
|
533
|
|
|
$
|
924
|
|
Accumulated amortization
|
(123
|
)
|
|
(35
|
)
|
|
(41
|
)
|
|
(199
|
)
|
||||
Net
|
$
|
135
|
|
|
$
|
98
|
|
|
$
|
492
|
|
|
$
|
725
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Customer contracts and relationships
|
$
|
91
|
|
|
$
|
1
|
|
|
$
|
468
|
|
|
$
|
560
|
|
Royalty agreements
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||
Favorable lease contract terms
|
1
|
|
|
70
|
|
|
—
|
|
|
71
|
|
||||
Other
(a)
|
28
|
|
|
75
|
|
|
—
|
|
|
103
|
|
||||
Gross
|
$
|
242
|
|
|
$
|
146
|
|
|
$
|
468
|
|
|
$
|
856
|
|
Accumulated amortization
|
(104
|
)
|
|
(31
|
)
|
|
(2
|
)
|
|
(137
|
)
|
||||
Net
|
$
|
138
|
|
|
$
|
115
|
|
|
$
|
466
|
|
|
$
|
719
|
|
(a)
|
The Refining & Marketing and Speedway segments include unamortized intangible assets of
$3 million
and
$46 million
, respectively, which are primarily trademarks.
|
17
.
|
Fair Value Measurements
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
688
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(688
|
)
|
|
$
|
—
|
|
|
$
|
126
|
|
Other assets
|
2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
2
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(688
|
)
|
|
$
|
2
|
|
|
$
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(712
|
)
|
|
$
|
6
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|
—
|
|
||||||
Contingent consideration, liability
(d)
|
—
|
|
|
—
|
|
|
130
|
|
|
N/A
|
|
|
130
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
190
|
|
|
$
|
(712
|
)
|
|
$
|
190
|
|
|
$
|
—
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
104
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
(62
|
)
|
|
$
|
51
|
|
|
$
|
—
|
|
Other assets
|
2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
2
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
106
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
(62
|
)
|
|
$
|
53
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
32
|
|
|
$
|
—
|
|
|
32
|
|
|
—
|
|
|||||
Contingent consideration, liability
(d)
|
—
|
|
|
—
|
|
|
317
|
|
|
N/A
|
|
|
317
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
(39
|
)
|
|
$
|
349
|
|
|
$
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
December 31, 2016
, cash collateral of
$24 million
was netted with mark-to-market derivative liabilities. As of
December 31, 2015
, cash collateral of
$23 million
was netted with mark-to-market derivative assets.
|
(b)
|
We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.
|
(c)
|
Includes
$13 million
and
$5 million
classified as current as of
December 31, 2016
and
2015
, respectively.
|
(d)
|
Includes
$130 million
and
$196 million
classified as current as of
December 31, 2016
and
2015
, respectively.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
342
|
|
|
$
|
478
|
|
|
$
|
625
|
|
Contingent consideration payment
(a)
|
(200
|
)
|
|
(189
|
)
|
|
(180
|
)
|
|||
Net derivative positions assumed - MarkWest Merger
|
—
|
|
|
31
|
|
|
—
|
|
|||
Unrealized and realized losses included in net income
|
55
|
|
|
20
|
|
|
33
|
|
|||
Settlements of derivative instruments
|
(7
|
)
|
|
2
|
|
|
—
|
|
|||
Ending balance
|
$
|
190
|
|
|
$
|
342
|
|
|
$
|
478
|
|
|
|
|
|
|
|
||||||
The amount of total (gains) losses for the period included in earnings attributable to the change in unrealized (gains) losses relating to assets still held at the end of period:
|
|
|
|
|
|
||||||
Derivative instruments
|
$
|
32
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
Contingent consideration agreement
|
13
|
|
|
28
|
|
|
33
|
|
|||
Total
|
$
|
45
|
|
|
$
|
21
|
|
|
$
|
33
|
|
(a)
|
On the consolidated statements of cash flows for 2016, 2015 and 2014,
$164 million
,
$175 million
and
$172 million
, respectively, of the contingent earnout payment to BP was included as a financing activity with the remainder included as an operating activity.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||||||
Equity method investments
|
$
|
42
|
|
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Goodwill
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
||||||
Other noncurrent assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
25
|
|
|
$
|
2
|
|
|
$
|
33
|
|
|
$
|
2
|
|
Other
|
21
|
|
|
21
|
|
|
35
|
|
|
33
|
|
||||
Total financial assets
|
$
|
46
|
|
|
$
|
23
|
|
|
$
|
68
|
|
|
$
|
35
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
$
|
10,892
|
|
|
$
|
10,297
|
|
|
$
|
11,366
|
|
|
$
|
11,628
|
|
Deferred credits and other liabilities
|
121
|
|
|
109
|
|
|
136
|
|
|
135
|
|
||||
Total financial liabilities
|
$
|
11,013
|
|
|
$
|
10,406
|
|
|
$
|
11,502
|
|
|
$
|
11,763
|
|
(a)
|
Excludes capital leases and debt issuance costs, however, includes amount classified as debt due within one year.
|
18
.
|
Derivatives
|
(In millions)
|
December 31, 2016
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
688
|
|
|
$
|
712
|
|
Other current liabilities
(a)
|
—
|
|
|
13
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
47
|
|
(In millions)
|
December 31, 2015
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
113
|
|
|
$
|
39
|
|
Other current liabilities
(a)
|
—
|
|
|
5
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
27
|
|
(a)
|
Includes embedded derivatives.
|
|
Position
|
|
Total Barrels
(In thousands) |
|
Crude Oil
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
53,028
|
|
Exchange-traded
|
Short
|
|
(52,373
|
)
|
OTC
|
Short
|
|
(37
|
)
|
(a )
|
98.7 percent
of the exchange-traded contracts expire in the first quarter of
2017
.
|
|
Position
|
|
MMbtu
|
|
Natural Gas
|
|
|
|
|
OTC
|
Long
|
|
297,017
|
|
|
Position
|
|
Total Gallons
(In thousands)
|
|
Refined Products
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
196,434
|
|
Exchange-traded
|
Short
|
|
(221,970
|
)
|
OTC
|
Short
|
|
(64,212
|
)
|
(a )
|
100 percent
of the exchange-traded contracts expire in the first quarter of
2017
.
|
19
.
|
Debt
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Commercial paper
|
$
|
—
|
|
|
$
|
—
|
|
364-day bank revolving credit facility due July 2017
|
—
|
|
|
—
|
|
||
Trade receivables securitization facility due July 2019
|
—
|
|
|
—
|
|
||
Bank revolving credit facility due 2020
|
—
|
|
|
—
|
|
||
Term loan agreement due 2019
|
200
|
|
|
700
|
|
||
Senior notes, 2.700% due December 2018
|
600
|
|
|
600
|
|
||
Senior notes, 3.400% due December 2020
|
650
|
|
|
650
|
|
||
Senior notes, 5.125% due March 2021
|
1,000
|
|
|
1,000
|
|
||
Senior notes, 3.625%, due September 2024
|
750
|
|
|
750
|
|
||
Senior notes, 6.500%, due March 2041
|
1,250
|
|
|
1,250
|
|
||
Senior notes, 4.750%, due September 2044
|
800
|
|
|
800
|
|
||
Senior notes, 5.850% due December 2045
|
250
|
|
|
250
|
|
||
Senior notes, 5.000%, due September 2054
|
400
|
|
|
400
|
|
||
MPLX LP:
|
|
|
|
||||
MPLX term loan facility due 2019
|
250
|
|
|
250
|
|
||
MPLX bank revolving credit facility due 2020
|
—
|
|
|
877
|
|
||
MPLX senior notes, 5.500%, due February 2023
|
710
|
|
|
710
|
|
||
MPLX senior notes, 4.500%, due July 2023
|
989
|
|
|
989
|
|
||
MPLX senior notes, 4.875%, due December 2024
|
1,149
|
|
|
1,149
|
|
||
MPLX senior notes, 4.000%, due February 2025
|
500
|
|
|
500
|
|
||
MPLX senior notes, 4.875%, due June 2025
|
1,189
|
|
|
1,189
|
|
||
MarkWest senior notes, 4.500% - 5.500%, due 2023 - 2025
|
63
|
|
|
63
|
|
||
Capital lease obligations due 2016-2028
|
319
|
|
|
348
|
|
||
Total
|
11,069
|
|
|
12,475
|
|
||
Unamortized debt issuance costs
|
(44
|
)
|
|
(51
|
)
|
||
Unamortized discount
(a)
|
(453
|
)
|
|
(499
|
)
|
||
Amounts due within one year
|
(28
|
)
|
|
(29
|
)
|
||
Total long-term debt due after one year
|
$
|
10,544
|
|
|
$
|
11,896
|
|
(a)
|
Includes
$420 million
and
$464 million
discount as of
December 31, 2016
and
December 31, 2015
, respectively, related to the difference at the time of the acquisition between the fair value and the principal amount of the assumed MarkWest debt.
|
20
.
|
Supplemental Cash Flow Information
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities included:
|
|
|
|
|
|
||||||
Interest paid (net of amounts capitalized)
|
$
|
478
|
|
|
$
|
272
|
|
|
$
|
166
|
|
Net income taxes paid to taxing authorities
|
140
|
|
|
1,605
|
|
|
1,362
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital lease obligations increase
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Contribution of assets to joint venture
(a)
|
272
|
|
|
—
|
|
|
—
|
|
|||
Property, plant and equipment sold
|
—
|
|
|
5
|
|
|
4
|
|
|||
Property, plant and equipment acquired
|
—
|
|
|
5
|
|
|
4
|
|
|||
Acquisition:
|
|
|
|
|
|
||||||
Fair value of MPLX units issued
(b)
|
—
|
|
|
7,326
|
|
|
—
|
|
|||
Payable to MPLX Class B unitholders
|
—
|
|
|
50
|
|
|
—
|
|
(a)
|
Speedway’s contribution of travel plaza locations to new joint venture with Pilot Flying J.
|
(b)
|
See Note
5
.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
2,892
|
|
|
$
|
1,998
|
|
|
$
|
1,480
|
|
Non-cash additions to property, plant and equipment
|
—
|
|
|
5
|
|
|
4
|
|
|||
Asset retirement expenditures
(a)
|
6
|
|
|
1
|
|
|
2
|
|
|||
Increase (decrease) in capital accruals
|
(127
|
)
|
|
94
|
|
|
95
|
|
|||
Total capital expenditures before acquisitions
|
2,771
|
|
|
2,098
|
|
|
1,581
|
|
|||
Acquisitions
(b)
|
(133
|
)
|
|
11,397
|
|
|
2,744
|
|
|||
Total capital expenditures
|
$
|
2,638
|
|
|
$
|
13,495
|
|
|
$
|
4,325
|
|
(a)
|
Included in All other, net – Operating activities on the consolidated statements of cash flows.
|
(b)
|
2016 includes adjustments to the fair values of property, plant and equipment, intangibles and goodwill acquired in connection with the MarkWest Merger. The 2015 acquisitions include the MarkWest Merger. The 2014 acquisitions include the acquisition of Hess’ Retail Operations and Related Assets. The acquisition numbers above include property, plant and equipment, intangibles and goodwill. See Note
5
.
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2014
|
$
|
(217
|
)
|
|
$
|
(104
|
)
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
(313
|
)
|
Other comprehensive income (loss) before reclassifications
|
(44
|
)
|
|
31
|
|
|
—
|
|
|
(1
|
)
|
|
(14
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(46
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||||
– actuarial loss
(a)
|
51
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||
– settlement loss
(a)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Tax effect
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Other comprehensive income (loss)
|
(38
|
)
|
|
34
|
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|||||
Balance as of December 31, 2015
|
$
|
(255
|
)
|
|
$
|
(70
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(318
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2015
|
$
|
(255
|
)
|
|
$
|
(70
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(318
|
)
|
Other comprehensive income before reclassifications
|
22
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(46
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||||
– actuarial loss
(a)
|
38
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||
– settlement loss
(a)
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Other
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Tax effect
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other comprehensive income (loss)
|
22
|
|
|
63
|
|
|
—
|
|
|
(1
|
)
|
|
84
|
|
|||||
Balance as of December 31, 2016
|
$
|
(233
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(234
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note
22
.
|
(b)
|
This amount was reclassified out of accumulated other comprehensive loss and is included in selling, general and administrative on the consolidated statements of income.
|
22
.
|
Defined Benefit Pension and Other Postretirement Plans
|
|
December 31,
|
||||||
(In millions)
|
2016
|
|
2015
|
||||
Projected benefit obligations
|
$
|
2,024
|
|
|
$
|
1,997
|
|
Accumulated benefit obligations
|
1,914
|
|
|
1,918
|
|
||
Fair value of plan assets
|
1,659
|
|
|
1,570
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
$
|
1,997
|
|
|
$
|
2,075
|
|
|
$
|
800
|
|
|
$
|
812
|
|
Service cost
|
114
|
|
|
101
|
|
|
32
|
|
|
31
|
|
||||
Interest cost
|
73
|
|
|
71
|
|
|
35
|
|
|
32
|
|
||||
Actuarial (gain) loss
|
15
|
|
|
(63
|
)
|
|
(101
|
)
|
|
(63
|
)
|
||||
Benefits paid
|
(175
|
)
|
|
(187
|
)
|
|
(26
|
)
|
|
(24
|
)
|
||||
Other
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Benefit obligations at December 31
|
2,024
|
|
|
1,997
|
|
|
740
|
|
|
800
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
1,570
|
|
|
1,744
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
145
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
119
|
|
|
46
|
|
|
26
|
|
|
24
|
|
||||
Benefits paid from plan assets
|
(175
|
)
|
|
(187
|
)
|
|
(26
|
)
|
|
(24
|
)
|
||||
Fair value of plan assets at December 31
|
1,659
|
|
|
1,570
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans at December 31
|
$
|
(365
|
)
|
|
$
|
(427
|
)
|
|
$
|
(740
|
)
|
|
$
|
(800
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(18
|
)
|
|
$
|
(19
|
)
|
|
$
|
(32
|
)
|
|
$
|
(29
|
)
|
Noncurrent liabilities
|
(347
|
)
|
|
(408
|
)
|
|
(708
|
)
|
|
(771
|
)
|
||||
Accrued benefit cost
|
$
|
(365
|
)
|
|
$
|
(427
|
)
|
|
$
|
(740
|
)
|
|
$
|
(800
|
)
|
Pretax amounts recognized in accumulated other comprehensive loss:
(b)
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
645
|
|
|
$
|
723
|
|
|
$
|
17
|
|
|
$
|
120
|
|
Prior service credit
|
(276
|
)
|
|
(323
|
)
|
|
(6
|
)
|
|
(9
|
)
|
(a)
|
Includes adjustments related to the MarkWest Merger in 2015.
|
(b)
|
Amounts exclude those related to LOOP and Explorer, equity method investees with defined benefit pension and postretirement plans for which net losses of
$16 million
and less than
$1 million
were recorded in accumulated other comprehensive loss in
2016
, reflecting our ownership share.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
114
|
|
|
$
|
101
|
|
|
$
|
88
|
|
|
$
|
32
|
|
|
$
|
31
|
|
|
$
|
27
|
|
Interest cost
|
73
|
|
|
71
|
|
|
74
|
|
|
35
|
|
|
32
|
|
|
33
|
|
||||||
Expected return on plan assets
|
(98
|
)
|
|
(98
|
)
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization – prior service credit
|
(46
|
)
|
|
(46
|
)
|
|
(46
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||||
– actuarial loss
|
38
|
|
|
51
|
|
|
51
|
|
|
2
|
|
|
8
|
|
|
2
|
|
||||||
– settlement loss
|
7
|
|
|
4
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
(a)
|
$
|
88
|
|
|
$
|
83
|
|
|
$
|
156
|
|
|
$
|
66
|
|
|
$
|
67
|
|
|
$
|
58
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gain) loss
|
$
|
(33
|
)
|
|
$
|
69
|
|
|
$
|
188
|
|
|
$
|
(101
|
)
|
|
$
|
(63
|
)
|
|
$
|
86
|
|
Prior service cost
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||||
Amortization of actuarial loss
|
(45
|
)
|
|
(55
|
)
|
|
(147
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(2
|
)
|
||||||
Amortization of prior service cost
|
46
|
|
|
46
|
|
|
46
|
|
|
3
|
|
|
4
|
|
|
4
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive loss
|
$
|
(32
|
)
|
|
$
|
60
|
|
|
$
|
87
|
|
|
$
|
(100
|
)
|
|
$
|
(54
|
)
|
|
$
|
88
|
|
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
56
|
|
|
$
|
143
|
|
|
$
|
243
|
|
|
$
|
(34
|
)
|
|
$
|
13
|
|
|
$
|
146
|
|
(a)
|
Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.
|
(b)
|
Includes adjustments related to the MarkWest Merger in 2015.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.90
|
%
|
|
4.00
|
%
|
|
3.65
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
|
5.00
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.80
|
%
|
|
3.70
|
%
|
|
4.05
|
%
|
|
4.50
|
%
|
|
4.30
|
%
|
|
4.95
|
%
|
Expected long-term return on plan assets
(a)
|
6.50
|
%
|
|
6.75
|
%
|
|
7.00
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
|
5.00
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
(a)
|
Effective January 1, 2017, the expected long-term rate of return on plan assets is
6.50 percent
due to a continuation of a change in our primary plan investment strategy, which began January 1, 2014.
|
|
December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Health care cost trend rate assumed for the following year:
|
|
|
|
|
|
|||
Medical: Pre-65
|
7.00
|
%
|
|
7.50
|
%
|
|
8.00
|
%
|
Prescription drugs
|
9.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate):
|
|
|
|
|
|
|||
Medical: Pre-65
|
4.50
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Prescription drugs
|
4.50
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate:
|
|
|
|
|
|
|||
Medical: Pre-65
|
2026
|
|
|
2021
|
|
|
2021
|
|
Prescription drugs
|
2026
|
|
|
2021
|
|
|
2021
|
|
|
1-Percentage-
|
|
1-Percentage-
|
||||
(In millions)
|
Point Increase
|
|
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
6
|
|
|
$
|
(5
|
)
|
Effect on other postretirement benefit obligations
|
33
|
|
|
(29
|
)
|
|
December 31, 2016
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
24
|
|
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||
Mutual funds
|
160
|
|
|
—
|
|
|
—
|
|
|
160
|
|
||||
Pooled funds
|
—
|
|
|
451
|
|
|
—
|
|
|
451
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
—
|
|
|
570
|
|
|
—
|
|
|
570
|
|
||||
Government
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||
Pooled funds
|
—
|
|
|
173
|
|
|
—
|
|
|
173
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
||||
Other
|
2
|
|
|
—
|
|
|
19
|
|
|
21
|
|
||||
Total investments, at fair value
|
$
|
233
|
|
|
$
|
1,308
|
|
|
$
|
118
|
|
|
$
|
1,659
|
|
|
December 31, 2015
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||
Mutual funds
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
||||
Pooled funds
|
—
|
|
|
399
|
|
|
—
|
|
|
399
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
—
|
|
|
516
|
|
|
—
|
|
|
516
|
|
||||
Government
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
||||
Pooled funds
|
—
|
|
|
193
|
|
|
—
|
|
|
193
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
||||
Other
|
2
|
|
|
—
|
|
|
19
|
|
|
21
|
|
||||
Total investments, at fair value
|
$
|
201
|
|
|
$
|
1,238
|
|
|
$
|
131
|
|
|
$
|
1,570
|
|
|
2016
|
||||||||||||||
(In millions)
|
Private Equity
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
62
|
|
|
$
|
50
|
|
|
$
|
19
|
|
|
$
|
131
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
8
|
|
|
5
|
|
|
—
|
|
|
13
|
|
||||
Unrealized
|
2
|
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Purchases
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
Sales
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
(28
|
)
|
||||
Ending balance
|
$
|
60
|
|
|
$
|
39
|
|
|
$
|
19
|
|
|
$
|
118
|
|
|
2015
|
||||||||||||||
(In millions)
|
Private Equity
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
66
|
|
|
$
|
57
|
|
|
$
|
21
|
|
|
$
|
144
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
12
|
|
|
6
|
|
|
—
|
|
|
18
|
|
||||
Unrealized
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(6
|
)
|
||||
Purchases
|
5
|
|
|
5
|
|
|
—
|
|
|
10
|
|
||||
Sales
|
(20
|
)
|
|
(15
|
)
|
|
—
|
|
|
(35
|
)
|
||||
Ending balance
|
$
|
62
|
|
|
$
|
50
|
|
|
$
|
19
|
|
|
$
|
131
|
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
||||
2017
|
$
|
174
|
|
|
$
|
32
|
|
2018
|
177
|
|
|
35
|
|
||
2019
|
182
|
|
|
37
|
|
||
2020
|
165
|
|
|
39
|
|
||
2021
|
165
|
|
|
41
|
|
||
2022 through 2026
|
801
|
|
|
222
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If we choose to stop participating in the multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
|
|
Pension Protection
Act Zone Status
|
|
FIP/RP Status
Pending/Implemented
|
|
MPC Contributions
( In millions ) |
|
Surcharge
Imposed |
|
Expiration Date of
Collective – Bargaining
Agreement |
||||||||||||
Pension Fund
|
|
EIN
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
2014
|
|
|
|||||||||
Central States, Southeast and Southwest Areas Pension Plan
(a)
|
|
36-6044243
|
|
Red
|
|
Red
|
|
Implemented
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
No
|
|
January 31, 2019
|
(a)
|
This agreement has a minimum contribution requirement of
$303
per week per employee for
2017
. A total of
280
employees participated in the plan as of
December 31, 2016
.
|
23
.
|
Stock-Based Compensation Plans
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Stock-based compensation expense
|
$
|
45
|
|
|
$
|
42
|
|
|
$
|
40
|
|
Tax benefit recognized on stock-based compensation expense
|
17
|
|
|
16
|
|
|
15
|
|
|||
Cash received by MPC upon exercise of stock option awards
|
10
|
|
|
33
|
|
|
26
|
|
|||
Tax benefit received for tax deductions for stock awards exercised
|
4
|
|
|
26
|
|
|
19
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average exercise price per share
|
$
|
35.27
|
|
|
$
|
50.85
|
|
|
$
|
42.51
|
|
Expected life in years
|
6.2
|
|
|
6.0
|
|
|
5.8
|
|
|||
Expected volatility
|
38
|
%
|
|
33
|
%
|
|
36
|
%
|
|||
Expected dividend yield
|
3.0
|
%
|
|
2.0
|
%
|
|
1.9
|
%
|
|||
Risk-free interest rate
|
1.4
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
|||
Weighted average grant date fair value of stock option awards granted
|
$
|
9.84
|
|
|
$
|
13.44
|
|
|
$
|
12.69
|
|
|
Number of
of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Terms (in years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Outstanding at December 31, 2015
|
8,724,631
|
|
|
$
|
27.16
|
|
|
|
|
|
||
Granted
|
1,474,177
|
|
|
35.27
|
|
|
|
|
|
|||
Exercised
|
(637,761
|
)
|
|
18.78
|
|
|
|
|
|
|||
Forfeited, canceled or expired
|
(29,607
|
)
|
|
42.91
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
9,531,440
|
|
|
28.93
|
|
|
|
|
|
|||
Vested and expected to vest at December 31, 2016
|
9,518,269
|
|
|
28.90
|
|
|
5.4
|
|
$
|
205
|
|
|
Exercisable at December 31, 2016
|
7,094,204
|
|
|
24.90
|
|
|
4.3
|
|
181
|
|
|
Shares of Restricted Stock (“RS”)
|
|
Restricted Stock Units (“RSU”)
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding at December 31, 2015
|
1,074,543
|
|
|
$
|
47.70
|
|
|
513,220
|
|
|
$
|
24.59
|
|
Granted
|
732,074
|
|
|
36.17
|
|
|
45,495
|
|
|
40.85
|
|
||
RS’s Vested/RSU’s Issued
|
(477,339
|
)
|
|
46.26
|
|
|
(197,598
|
)
|
|
21.62
|
|
||
Forfeited
|
(78,935
|
)
|
|
47.53
|
|
|
—
|
|
|
—
|
|
||
Outstanding at December 31, 2016
|
1,250,343
|
|
|
41.51
|
|
|
361,117
|
|
|
28.26
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||||
|
Intrinsic Value of Awards Vested During the Period (in millions)
|
|
Weighted Average Grant Date Fair Value of Awards Granted During the Period
|
|
Intrinsic Value of Awards Vested During the Period (in millions)
|
|
Weighted Average Grant Date Fair Value of Awards Granted During the Period
|
||||||||
2016
|
$
|
17
|
|
|
$
|
36.17
|
|
|
$
|
8
|
|
|
$
|
40.85
|
|
2015
|
27
|
|
|
50.64
|
|
|
21
|
|
|
49.87
|
|
||||
2014
|
28
|
|
|
43.82
|
|
|
—
|
|
|
42.95
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2015
|
6,145,442
|
|
|
$
|
0.92
|
|
Granted
|
2,329,500
|
|
|
0.57
|
|
|
Exercised
|
(1,904,792
|
)
|
|
0.95
|
|
|
Canceled
|
(314,972
|
)
|
|
0.93
|
|
|
Outstanding at December 31, 2016
|
6,255,178
|
|
|
0.78
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Risk-free interest rate
|
0.96
|
%
|
|
0.95
|
%
|
|
0.63
|
%
|
|||
Look-back period
|
2.83 years
|
|
|
2.84 years
|
|
|
2.84 years
|
|
|||
Expected volatility
|
34.15
|
%
|
|
30.38
|
%
|
|
38.51
|
%
|
|||
Grant date fair value of performance units granted
|
$
|
0.57
|
|
|
$
|
0.95
|
|
|
$
|
0.85
|
|
24
.
|
Leases
|
(In millions)
|
Capital
Lease
Obligations
|
|
Operating
Lease
Obligations
|
||||
2017
|
$
|
50
|
|
|
$
|
254
|
|
2018
|
50
|
|
|
211
|
|
||
2019
|
45
|
|
|
198
|
|
||
2020
|
49
|
|
|
188
|
|
||
2021
|
45
|
|
|
170
|
|
||
Later years
|
206
|
|
|
569
|
|
||
Total minimum lease payments
|
445
|
|
|
$
|
1,590
|
|
|
Less imputed interest costs
|
126
|
|
|
|
|||
Present value of net minimum lease payments
|
$
|
319
|
|
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Rental expense
|
$
|
327
|
|
|
$
|
331
|
|
|
$
|
256
|
|
25
.
|
Commitments and Contingencies
|
26
.
|
Subsequent Events
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
Revenues
|
$
|
12,755
|
|
|
$
|
16,811
|
|
|
$
|
16,618
|
|
|
$
|
17,155
|
|
|
$
|
17,191
|
|
|
$
|
20,537
|
|
|
$
|
18,716
|
|
|
$
|
15,607
|
|
Income from operations
|
75
|
|
|
1,315
|
|
|
435
|
|
|
553
|
|
|
1,470
|
|
|
1,335
|
|
|
1,549
|
|
|
338
|
|
||||||||
Net income (loss)
|
(78
|
)
|
|
783
|
|
|
219
|
|
|
289
|
|
|
903
|
|
|
839
|
|
|
958
|
|
|
168
|
|
||||||||
Net income attributable to MPC
|
1
|
|
|
801
|
|
|
145
|
|
|
227
|
|
|
891
|
|
|
826
|
|
|
948
|
|
|
187
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to MPC per share:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.003
|
|
|
$
|
1.51
|
|
|
$
|
0.28
|
|
|
$
|
0.43
|
|
|
$
|
1.63
|
|
|
$
|
1.52
|
|
|
$
|
1.77
|
|
|
$
|
0.35
|
|
Diluted
|
0.003
|
|
|
1.51
|
|
|
0.27
|
|
|
0.43
|
|
|
1.62
|
|
|
1.51
|
|
|
1.76
|
|
|
0.35
|
|
||||||||
Dividends paid per share
|
0.32
|
|
|
0.32
|
|
|
0.36
|
|
|
0.36
|
|
|
0.25
|
|
|
0.25
|
|
|
0.32
|
|
|
0.32
|
|
(a)
|
We completed a two-for-one stock split in June 2015. All historical per share data has been retroactively restated on a post-split basis.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Income from Operations by segment
|
|
|
|
|
|
||||||
Refining & Marketing
(a)
|
$
|
1,543
|
|
|
$
|
4,086
|
|
|
$
|
3,538
|
|
Speedway
(a)
|
734
|
|
|
673
|
|
|
544
|
|
|||
Midstream
(b)
|
871
|
|
|
380
|
|
|
342
|
|
|||
Items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and other unallocated items
(b)
|
(277
|
)
|
|
(299
|
)
|
|
(277
|
)
|
|||
Pension settlement expenses
|
(7
|
)
|
|
(4
|
)
|
|
(96
|
)
|
|||
Impairment
(c)
|
(486
|
)
|
|
(144
|
)
|
|
—
|
|
|||
Income from operations
|
$
|
2,378
|
|
|
$
|
4,692
|
|
|
$
|
4,051
|
|
Capital Expenditures and Investments
(d)(e)
|
|
|
|
|
|
||||||
Refining & Marketing
|
$
|
1,101
|
|
|
$
|
1,045
|
|
|
$
|
1,043
|
|
Speedway
|
303
|
|
|
501
|
|
|
2,981
|
|
|||
Midstream
|
1,521
|
|
|
14,545
|
|
|
604
|
|
|||
Corporate and Other
(f)
|
144
|
|
|
192
|
|
|
110
|
|
|||
Total
|
$
|
3,069
|
|
|
$
|
16,283
|
|
|
$
|
4,738
|
|
(a)
|
In 2016, the Refining & Marketing and Speedway segments include an inventory LCM benefit of
$345 million
and
$25 million
, respectively. In 2015, the Refining & Marketing and Speedway segments include an inventory LCM charge of
$345 million
and
$25 million
, respectively.
|
(b)
|
Included in the
Midstream
segment for
2016
,
2015
and
2014
are
$11 million
,
$20 million
and
$19 million
of corporate overhead expenses attributable to MPLX. The remaining corporate overhead expenses are not currently allocated to other segments, but instead reported in corporate and other unallocated items.
|
(c)
|
2016 relates to impairments of goodwill and equity method investments. 2015 relates to the cancellation of the Residual Oil Upgrader Expansion project. See Notes
15
,
16
and
17
to the audited consolidated financial statements.
|
(d)
|
Capital expenditures include changes in capital accruals.
|
(e)
|
Includes
$13.85 billion
in 2015 for the MarkWest Merger and
$2.71 billion
in 2014 for the acquisition of Hess’ Retail Operations and Related Assets. See Note
5
.
|
(f)
|
Includes capitalized interest of
$63 million
,
$37 million
and
$27 million
for
2016
,
2015
and
2014
, respectively.
|
|
2016
|
|
2015
|
|
2014
|
||||||
MPC Consolidated Refined Product Sales Volumes (mbpd)
(a)
|
2,269
|
|
|
2,301
|
|
|
2,138
|
|
|||
Refining & Marketing Operating Statistics
|
|
|
|
|
|
||||||
Refining & Marketing refined product sales volume (mbpd)
(b)
|
2,259
|
|
|
2,289
|
|
|
2,125
|
|
|||
Refining & Marketing gross margin (dollars per barrel)
(c)(d)
|
$
|
11.26
|
|
|
$
|
15.25
|
|
|
$
|
15.05
|
|
Crude oil capacity utilization percent
(e)
|
95
|
|
|
99
|
|
|
95
|
|
|||
Refinery throughputs (mbpd):
(f)
|
|
|
|
|
|
||||||
Crude oil refined
|
1,699
|
|
|
1,711
|
|
|
1,622
|
|
|||
Other charge and blendstocks
|
151
|
|
|
177
|
|
|
184
|
|
|||
Total
|
1,850
|
|
|
1,888
|
|
|
1,806
|
|
|||
Sour crude oil throughput percent
|
60
|
|
|
55
|
|
|
52
|
|
|||
WTI-priced crude oil throughput percent
|
19
|
|
|
20
|
|
|
19
|
|
|||
Refined product yields (mbpd):
(f)
|
|
|
|
|
|
||||||
Gasoline
|
900
|
|
|
913
|
|
|
869
|
|
|||
Distillates
|
617
|
|
|
603
|
|
|
580
|
|
|||
Propane
|
35
|
|
|
36
|
|
|
35
|
|
|||
Feedstocks and special products
|
241
|
|
|
281
|
|
|
276
|
|
|||
Heavy fuel oil
|
32
|
|
|
31
|
|
|
25
|
|
|||
Asphalt
|
58
|
|
|
55
|
|
|
54
|
|
|||
Total
|
1,883
|
|
|
1,919
|
|
|
1,839
|
|
|||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.83
|
|
|
$
|
1.13
|
|
|
$
|
1.80
|
|
Depreciation and amortization
|
1.47
|
|
|
1.39
|
|
|
1.41
|
|
|||
Other manufacturing
(h)
|
4.09
|
|
|
4.15
|
|
|
4.86
|
|
|||
Total
|
$
|
7.39
|
|
|
$
|
6.67
|
|
|
$
|
8.07
|
|
Refining & Marketing Operating Statistics By Region – Gulf Coast
|
|
|
|
|
|
||||||
Refinery throughputs (mbpd):
(i)
|
|
|
|
|
|
||||||
Crude oil refined
|
1,039
|
|
|
1,060
|
|
|
991
|
|
|||
Other charge and blendstocks
|
195
|
|
|
184
|
|
|
182
|
|
|||
Total
|
1,234
|
|
|
1,244
|
|
|
1,173
|
|
|||
Sour crude oil throughput percent
|
73
|
|
|
68
|
|
|
64
|
|
|||
WTI-priced crude oil throughput percent
|
8
|
|
|
6
|
|
|
3
|
|
|||
Refined product yields (mbpd):
(i)
|
|
|
|
|
|
||||||
Gasoline
|
514
|
|
|
534
|
|
|
508
|
|
|||
Distillates
|
399
|
|
|
392
|
|
|
368
|
|
|||
Propane
|
26
|
|
|
26
|
|
|
23
|
|
|||
Feedstocks and special products
|
286
|
|
|
286
|
|
|
274
|
|
|||
Heavy fuel oil
|
21
|
|
|
15
|
|
|
13
|
|
|||
Asphalt
|
15
|
|
|
16
|
|
|
13
|
|
|||
Total
|
1,261
|
|
|
1,269
|
|
|
1,199
|
|
|||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
2.09
|
|
|
$
|
0.81
|
|
|
$
|
1.82
|
|
Depreciation and amortization
|
1.14
|
|
|
1.09
|
|
|
1.15
|
|
|||
Other manufacturing
(h)
|
3.70
|
|
|
3.88
|
|
|
4.73
|
|
|||
Total
|
$
|
6.93
|
|
|
$
|
5.78
|
|
|
$
|
7.70
|
|
|
|
|
|
|
|
Supplementary Statistics (Unaudited)
|
|
|
|
|
|
||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Refining & Marketing Operating Statistics By Region – Midwest
|
|
|
|
|
|
||||||
Refinery throughputs (mbpd):
(i)
|
|
|
|
|
|
||||||
Crude oil refined
|
660
|
|
|
651
|
|
|
631
|
|
|||
Other charge and blendstocks
|
39
|
|
|
39
|
|
|
45
|
|
|||
Total
|
699
|
|
|
690
|
|
|
676
|
|
|||
Sour crude oil throughput percent
|
40
|
|
|
34
|
|
|
33
|
|
|||
WTI-priced crude oil throughput percent
|
38
|
|
|
43
|
|
|
44
|
|
|||
Refined product yields (mbpd):
(i)
|
|
|
|
|
|
||||||
Gasoline
|
386
|
|
|
379
|
|
|
361
|
|
|||
Distillates
|
218
|
|
|
211
|
|
|
212
|
|
|||
Propane
|
11
|
|
|
12
|
|
|
13
|
|
|||
Feedstocks and special products
|
35
|
|
|
38
|
|
|
43
|
|
|||
Heavy fuel oil
|
12
|
|
|
17
|
|
|
13
|
|
|||
Asphalt
|
43
|
|
|
39
|
|
|
41
|
|
|||
Total
|
705
|
|
|
696
|
|
|
683
|
|
|||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.15
|
|
|
$
|
1.64
|
|
|
$
|
1.66
|
|
Depreciation and amortization
|
1.88
|
|
|
1.83
|
|
|
1.78
|
|
|||
Other manufacturing
(h)
|
4.29
|
|
|
4.36
|
|
|
4.76
|
|
|||
Total
|
$
|
7.32
|
|
|
$
|
7.83
|
|
|
$
|
8.20
|
|
Speedway Operating Statistics
(j)
|
|
|
|
|
|
||||||
Convenience stores at period-end
(k)
|
2,733
|
|
|
2,766
|
|
|
2,746
|
|
|||
Gasoline and distillate sales (millions of gallons)
|
6,094
|
|
|
6,038
|
|
|
3,942
|
|
|||
Gasoline & distillate gross margin (dollars per gallon)
(d)(l)
|
$
|
0.1656
|
|
|
$
|
0.1823
|
|
|
$
|
0.1775
|
|
Merchandise sales (in millions)
|
$
|
5,007
|
|
|
$
|
4,879
|
|
|
$
|
3,611
|
|
Merchandise gross margin (in millions)
|
$
|
1,435
|
|
|
$
|
1,368
|
|
|
$
|
975
|
|
Merchandise gross margin percent
|
28.7
|
%
|
|
28.0
|
%
|
|
27.0
|
%
|
|||
Same store gasoline sales volume (period over period)
|
(0.4
|
)%
|
|
(0.3
|
)%
|
|
(0.7
|
)%
|
|||
Same store merchandise sales (period over period)
(m)
|
3.2
|
%
|
|
4.1
|
%
|
|
5.0
|
%
|
|||
Midstream Operating Statistics
|
|
|
|
|
|
||||||
Crude oil and refined product pipeline throughputs (mbpd)
(n)
|
2,311
|
|
|
2,191
|
|
|
2,119
|
|
|||
Gathering system throughput (MMcf/d)
(o)
|
3,275
|
|
|
3,075
|
|
|
|
||||
Natural gas processed (MMcf/d)
(o)
|
5,761
|
|
|
5,468
|
|
|
|
||||
C2 (ethane) + NGLs (natural gas liquids) fractionated (mbpd)
(o)
|
335
|
|
|
307
|
|
|
|
(a)
|
Total average daily volumes of refined product sales to wholesale, branded and retail customers.
|
(b)
|
Includes intersegment sales.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(d)
|
Excludes the lower of cost or market adjustment.
|
(e)
|
Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.
|
(f)
|
Excludes inter-refinery volumes of
83
mbpd,
46
mbpd and
43
mbpd for
2016
,
2015
and
2014
, respectively.
|
(g)
|
Per barrel of total refinery throughputs.
|
(h)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
(i)
|
Includes inter-refinery transfer volumes.
|
(j)
|
Includes the impact of Hess’ Retail Operations and Related Assets from the September 30, 2014 acquisition date.
|
(k)
|
Decrease in 2016 was primarily due to the contribution of 41 travel centers to the Pilot joint venture.
|
(l)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees, divided by gasoline and distillate sales volume.
|
(m)
|
Excludes cigarettes.
|
(n)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(o)
|
Includes the results of the MarkWest assets beginning on the Dec. 4, 2015 acquisition date.Includes amounts related to unconsolidated equity method investments on a 100% basis.
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation
plans
(c)
|
||||
Equity compensation plans approved by stockholders
|
10,141,025
|
|
|
$
|
28.93
|
|
|
43,002,076
|
|
Equity compensation plan not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
10,141,025
|
|
|
N/A
|
|
|
43,002,076
|
|
1)
|
9,531,440
stock options granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan and not forfeited, cancelled or expired as of
December 31, 2016
.
|
2)
|
361,117
restricted stock units granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of
December 31, 2016
.
|
3)
|
248,468
shares as the maximum potential number of shares that could be issued in settlement of performance units outstanding as of
December 31, 2016
pursuant to the MPC 2012 Plan, based on the closing price of our common stock on
December 31, 2016
of
$50.35
per share. The number of shares reported for this award vehicle may overstate dilution. See Note
23
for more information on performance unit awards granted under the MPC 2012 Plan.
|
(b)
|
Restricted stock, restricted stock units and performance units are not taken into account in the weighted-average exercise price as such awards have no exercise price.
|
(c)
|
Reflects the shares available for issuance pursuant to the MPC 2012 Plan. All granting authority under the MPC 2011 Plan was revoked following the approval of the MPC 2012 Plan by shareholders on April 25, 2012. No more than
17,199,310
of the shares reported in this column may be issued for awards other than stock options or stock appreciation rights. The number of shares reported in this column assumes
248,468
as the maximum potential number of shares that could be issued pursuant to the MPC 2012 Plan in settlement of performance units outstanding as of
December 31, 2016
, based on the closing price of our common stock on
December 31, 2016
, of
$50.35
per share. The number of shares assumed for this award vehicle may understate the number of shares available for issuance pursuant to the MPC 2012 Plan. See Note
23
for more information on performance unit awards granted pursuant to the MPC 2012 Plan. Shares related to grants made pursuant to the MPC 2012 Plan that are forfeited, cancelled or expire unexercised become immediately available for issuance under the MPC 2012 Plan.
|
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 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 Buyer
|
|
8-K
|
|
2.1
|
|
10/9/2012
|
|
001-35054
|
|
|
|
|
2.3 †
|
|
Purchase Agreement by and between Speedway LLC and Hess Corporation, dated as of May 21, 2014
|
|
8-K
|
|
2.1
|
|
5/27/2014
|
|
001-35054
|
|
|
|
|
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, 2014
|
|
8-K
|
|
2.2
|
|
10/6/2014
|
|
001-35054
|
|
|
|
|
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-K
|
|
2.1
|
|
7/16/2015
|
|
001-35054
|
|
|
|
|
2.6
|
|
Amendment 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-K
|
|
2.1
|
|
11/12/2015
|
|
001-35054
|
|
|
|
|
2.7
|
|
Amendment 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-K
|
|
2.1
|
|
11/17/2015
|
|
001-35054
|
|
|
|
|
3
|
|
Articles of Incorporation and Bylaws
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Marathon Petroleum Corporation
|
|
8-K
|
|
3.1
|
|
6/22/2011
|
|
001-35054
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
|
|
X
|
|
|
4
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
4.2
|
|
Form 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)
|
|
10
|
|
4.2
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
4.3
|
|
First 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-Q
|
|
4.1
|
|
11/3/2014
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
4.4
|
|
Second 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-K
|
|
4.1
|
|
12/14/2015
|
|
001-35054
|
|
|
|
|
4.5
|
|
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
|
|
|
|
|
4.6
|
|
First 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-K
|
|
4.2
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
4.7
|
|
Second 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-K
|
|
4.2
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
4.8
|
|
Third 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-K
|
|
4.3
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
4.9
|
|
Fourth 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-K
|
|
4.4
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
4.10
|
|
Fifth 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-K
|
|
4.5
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
4.11
|
|
Registration Rights Agreement dated as of December 22, 2015 by and among MPLX LP, MPLX GP LLC, and each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
|
8-K
|
|
4.1
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
10
|
|
Material Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Tax Sharing Agreement dated as of May 25, 2011 by and among Marathon Oil Corporation, Marathon Petroleum Corporation and MPC Investment LLC
|
|
10
|
|
10.1
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
10.2
|
|
Employee Matters Agreement dated as of May 25, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation
|
|
10
|
|
10.2
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
10.3
|
|
Amendment to Employee Matters Agreement, dated as of June 30, 2011 by and between Marathon Oil Corporation and Marathon Petroleum Corporation
|
|
8-K
|
|
10.1
|
|
7/1/2011
|
|
001-35054
|
|
|
|
|
10.4
|
|
Receivables 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-K
|
|
10.1
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
10.5
|
|
Second Amended and Restated Receivables Sale Agreement, dated as of December 18, 2013, by and between Marathon Petroleum Company LP and MPC Trade Receivables Company LLC
|
|
8-K
|
|
10.2
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
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-K
|
|
10.1
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
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-K
|
|
10.2
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
10.8
|
|
Credit Agreement, dated as of November 20, 2014, among MPLX LP, as borrower, Citibank, N.A., as administrative agent, each of Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Barclays Bank PLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporate and RBS Securities Inc., as joint lead arrangers and joint bookrunners, Wells Fargo Bank, N.A., as syndication agent, and each of Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, N.A., and The Royal Bank of Scotland PLC, as documentation agents, and the other lenders and issuing banks that are parties thereto.
|
|
8-K
|
|
10.1
|
|
11/26/2014
|
|
001-35054
|
|
|
|
|
10.9
|
|
Contribution, 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-K
|
|
10.1
|
|
11/6/2012
|
|
001-35054
|
|
|
|
|
10.10
|
|
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
|
|
|
|
|
10.11 *
|
|
Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan
|
|
S-3
|
|
4.3
|
|
12/7/2011
|
|
333-175286
|
|
|
|
|
10.12 *
|
|
Marathon Petroleum Corporation Policy for Recoupment of Annual Cash Bonus Amounts
|
|
10-K
|
|
10.10
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
10.13 *
|
|
Marathon Petroleum Corporation Deferred Compensation Plan for Non-Employee Directors
|
|
10-K
|
|
10.13
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
10.14 *
|
|
Marathon Petroleum Amended and Restated Excess Benefit Plan
|
|
|
|
|
|
|
|
|
|
X
|
|
|
10.15 *
|
|
Marathon Petroleum Amended and Restated Deferred Compensation Plan
|
|
10-K
|
|
10.13
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
10.16 *
|
|
Marathon Petroleum Corporation Executive Tax, Estate, and Financial Planning Program
|
|
10-K
|
|
10.14
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.17 *
|
|
Speedway Excess Benefit Plan
|
|
10-K
|
|
10.15
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
10.18 *
|
|
Speedway Deferred Compensation Plan
|
|
10-K
|
|
10.16
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
10.19 *
|
|
Form of Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan – Section 16 Officer Restricted Stock Award Agreement (3 year pro rata vesting)
|
|
8-K
|
|
10.4
|
|
7/7/2011
|
|
001-35054
|
|
|
|
|
10.20 *
|
|
Form of Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan – Section 16 Officer Restricted Stock Award Agreement (3 year cliff vesting)
|
|
8-K
|
|
10.5
|
|
7/7/2011
|
|
001-35054
|
|
|
|
|
10.21 *
|
|
Form of Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan Nonqualified Stock Option Award Agreement – Section 16 Officer
|
|
8-K
|
|
10.6
|
|
7/7/2011
|
|
001-35054
|
|
|
|
|
10.22 *
|
|
Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Restricted Stock Award Agreement – Section 16 Officer
|
|
8-K
|
|
10.1
|
|
12/7/2011
|
|
001-35054
|
|
|
|
|
10.23 *
|
|
Form of Marathon Petroleum Corporation 2011 Incentive Compensation Plan Supplemental Nonqualified Stock Option Award Agreement – Section 16 Officer
|
|
8-K
|
|
10.2
|
|
12/7/2011
|
|
001-35054
|
|
|
|
|
10.24 *
|
|
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
|
|
|
|
|
10.25 *
|
|
Form of Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan – Performance Unit Award Agreement
|
|
10-K
|
|
10.23
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
10.26 *
|
|
Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan
|
|
10-K
|
|
10.26
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
10.27 * `
|
|
Form of Marathon Petroleum Corporation Performance Unit Award Agreement – 2012-2014 Performance Cycle
|
|
10-Q
|
|
10.3
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
10.28 *
|
|
Form of Marathon Petroleum Corporation Restricted Stock Award Agreement – Officer
|
|
10-Q
|
|
10.4
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
10.29 *
|
|
Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement – Officer
|
|
10-Q
|
|
10.5
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
10.30 *
|
|
Marathon Petroleum Corporation 2012 Incentive Compensation Plan
|
|
S-8
|
|
4.3
|
|
4/27/2012
|
|
333-181007
|
|
|
|
|
10.31 *
|
|
Marathon Petroleum Annual Cash Bonus Program
|
|
|
|
|
|
|
|
|
|
X
|
|
|
10.32 *
|
|
MPC Non-Employee Director Phantom Unit Award Policy
|
|
10-K
|
|
10.32
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
10.33 *
|
|
Form of Marathon Petroleum Corporation Performance Unit Award Agreement – 2013-2015 Performance Cycle
|
|
10-Q
|
|
10.1
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
10.34 *
|
|
Form of Marathon Petroleum Corporation Restricted Stock Award Agreement – Officer
|
|
10-Q
|
|
10.2
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
10.35 *
|
|
Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement – Officer
|
|
10-Q
|
|
10.3
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
10.36 *
|
|
MPLX LP – Form of MPC Officer Phantom Unit Award Agreement
|
|
10-Q
|
|
10.4
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
10.37 *
|
|
MPLX LP – Form of MPC Officer Performance Unit Award Agreement – 2013-2015 Performance Cycle
|
|
10-Q
|
|
10.5
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
10.38 *
|
|
Amendment to Certain Outstanding MPC Restricted Stock Award Agreements and Performance Unit Award Agreements of Garry L. Peiffer
|
|
10-K
|
|
10.38
|
|
2/28/2014
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.39*
|
|
Form of Marathon Petroleum Corporation Performance Unit Award Agreement – 2014-2016 Performance Cycle
|
|
10-Q
|
|
10.1
|
|
5/5/2014
|
|
001-35054
|
|
|
|
|
10.40
|
|
Term Loan Agreement, dated August 26, 2014, by and among Marathon Petroleum Corporation, as borrower, The Royal Bank of Scotland PLC, as administrative agent, each of RBS Securities Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd. Barclays Bank PLC, Citigroup Global Markets Inc., and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners. The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, each of Barclays Bank PLC, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc., as documentation agents, and several other commercial lending institutions that are parties thereto
|
|
8-K
|
|
10.1
|
|
8/29/2014
|
|
001-35054
|
|
|
|
|
10.41*
|
|
First Amendment to the Marathon Petroleum Corporation Amended and Restated 2011 Incentive Compensation Plan
|
|
10-Q
|
|
10.1
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
10.42*
|
|
First Amendment to the Marathon Petroleum Corporation 2012 Incentive Compensation Plan
|
|
10-Q
|
|
10.2
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
10.43
|
|
Amendment Agreement, dated as of October 27, 2015, to Credit Agreement, dated November 20, 2014 by and among MPLX LP, Citibank, N.A., Wells Fargo Bank, National Association, and the other institutions named on the signature pages thereto.
|
|
8-K
|
|
10.1
|
|
11/2/2015
|
|
001-35054
|
|
|
|
|
10.44*
|
|
Retention Agreement, by and between Marathon Petroleum Company LP and Randy S. Nickerson, dated November 13, 2015
|
|
10-K
|
|
10.44
|
|
2/26/2016
|
|
001-35054
|
|
|
|
|
10.45*
|
|
Marathon Petroleum Thrift Plan
|
|
|
|
|
|
|
|
|
|
X
|
|
|
10.46
|
|
Loan Agreement, by and between MPLX LP and MPC Investment LLC, dated December 4, 2015
|
|
8-K
|
|
10.1
|
|
12/10/2015
|
|
001-35054
|
|
|
|
|
10.47
|
|
First 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-K
|
|
10.3
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
10.48
|
|
Form of Marathon Petroleum Corporation Performance Unit Award Agreement
|
|
10-Q
|
|
10.1
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
10.49
|
|
Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer
|
|
10-Q
|
|
10.2
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
10.50
|
|
Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer
|
|
10-Q
|
|
10.3
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
10.51
|
|
Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer
|
|
10-Q
|
|
10.4
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
10.52
|
|
Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer
|
|
10-Q
|
|
10.5
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|
X
|
|
|
14.1
|
|
Code of Ethics for Senior Financial Officers
|
|
|
|
|
|
|
|
|
|
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
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
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
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
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101.LAB
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XBRL Taxonomy Extension Label Linkbase.
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X
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†
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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.
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*
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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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February 24, 2017
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MARATHON PETROLEUM CORPORATION
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By: /s/ John J. Quaid
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John J. Quaid
Vice President and Controller
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Signature
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Title
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/s/ Gary R. Heminger
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Chairman of the Board, President and Chief Executive Officer
(principal executive officer)
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Gary R. Heminger
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/s/ Timothy T. Griffith
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Senior Vice President and Chief Financial Officer
(principal financial officer)
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Timothy T. Griffith
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/s/ John J. Quaid
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Vice President and Controller
(principal accounting officer)
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John J. Quaid
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*
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Director
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Abdulaziz F. Alkhayyal
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*
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Director
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Evan Bayh
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*
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Director
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Charles E. Bunch
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*
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Director
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David A. Daberko
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*
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Director
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Steven A. Davis
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*
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Director
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Donna A. James
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*
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Director
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James E. Rohr
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*
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Director
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Frank M. Semple
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*
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Director
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John W. Snow
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*
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Director
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J. Michael Stice
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*
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Director
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John P. Surma
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By: /s/ Gary R. Heminger
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February 24, 2017
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Gary R. Heminger
Attorney-in-Fact
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Page No.
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ARTICLE I STOCKHOLDERS
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1
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Section 1.1
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Annual Meetings
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1
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Section 1.2
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Special Meetings
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1
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Section 1.3
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Notice of Meetings
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1
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Section 1.4
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Fixing Date for Determination of Stockholders of Record
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2
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Section 1.5
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List of Stockholders Entitled to Vote
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2
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Section 1.6
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Adjournments
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2
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Section 1.7
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Quorum
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3
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Section 1.8
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Organization
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3
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Section 1.9
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Voting by Stockholders
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3
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Section 1.10
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Business to be Conducted at Meetings
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5
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Section 1.11
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Proxies
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7
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Section 1.12
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Conduct of Meetings
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8
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ARTICLE II BOARD OF DIRECTORS
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8
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Section 2.1
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Powers, Number, Qualifications, Classification and Vacancies
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8
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Section 2.2
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Regular Meetings
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10
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Section 2.3
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Special Meetings
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10
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Section 2.4
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Telephonic Meetings
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10
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Section 2.5
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Organization
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10
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Section 2.6
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Order of Business
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10
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Section 2.7
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Notice of Meetings
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10
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Section 2.8
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Quorum; Vote Required for Action
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11
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Section 2.9
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Board Action by Unanimous Written Consent in Lieu of Meeting
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11
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Section 2.10
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Nomination of Directors; Qualifications
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11
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Section 2.11
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Compensation
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15
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Section 2.12
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Proxy Access
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15
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ARTICLE III BOARD COMMITTEES
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22
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Section 3.1
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Board Committees
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22
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Section 3.2
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Board Committee Rules
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23
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ARTICLE IV OFFICERS
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23
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Section 4.1
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Designation
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23
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Section 4.2
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Chief Executive Officer
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23
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Section 4.3
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Powers and Duties of Other Officers
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23
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Section 4.4
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Vacancies
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23
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Section 4.5
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Removal
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23
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Section 4.6
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Action with Respect to Securities of Other Corporations
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24
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ARTICLE V CAPITAL STOCK
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24
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Section 5.1
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Share Certificates/Uncertificated Shares.
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24
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Section 5.2
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Transfer of Shares
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24
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Section 5.3
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Ownership of Shares
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24
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Section 5.4
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Regulations Regarding Shares
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24
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ARTICLE VI INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
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25
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Section 6.1
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Indemnification
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25
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Section 6.2
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Advancement of Expenses
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25
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Section 6.3
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Notice of Proceeding; Request for Indemnification
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25
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Section 6.4
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Determination of Entitlement; No Change of Control
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26
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Section 6.5
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Determination of Entitlement; Change of Control
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26
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Section 6.6
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Presumptions
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26
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Section 6.7
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Independent Counsel Expenses
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28
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Section 6.8
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Adjudication to Enforce Rights
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28
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Section 6.9
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Participation by the Corporation
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29
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Section 6.10
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Nonexclusivity of Rights; Successors in Interest
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29
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Section 6.11
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Insurance; Third-Party Payments; Subrogation
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30
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Section 6.12
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Certain Actions for Which Indemnification Is Not Provided
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30
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Section 6.13
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Definitions
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31
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Section 6.14
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Notices under Article VI
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32
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Section 6.15
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Contractual Nature of Rights; Contribution
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32
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Section 6.16
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Indemnification of Employees, Agents and Fiduciaries
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33
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ARTICLE VII MISCELLANEOUS
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33
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Section 7.1
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Fiscal Year
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33
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Section 7.2
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Corporate Seal
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33
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Section 7.3
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Self-Interested Transactions
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33
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Section 7.4
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Form of Records
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34
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Section 7.5
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Bylaw Amendments
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34
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Section 7.6
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Notices; Waiver of Notice
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34
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Section 7.7
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Resignations
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35
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Section 7.8
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Books, Reports and Records
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35
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Section 7.9
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Severability
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35
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Section 7.10
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Facsimile Signatures
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35
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Section 7.11
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Construction
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35
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Section 7.12
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Captions
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36
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(b)
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Donald C. Templin shall be entitled to an additional Excess Retirement Benefit equal to the difference between (1) and (2) below.
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(1)
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An amount calculated under the Retirement Plan benefit formula as if Mr. Templin had 70 or more Points (as defined in Article 5 of the RMT Sub-Plan of the Marathon Petroleum Retirement Plan), without regard to any Code mandated limitations (including, but not limited to, the Defined Benefit Limitations) and including elected deferred compensation contributions as permitted under the Marathon Petroleum Deferred Compensation Plan or any similar plan maintained by the Employer.
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(2)
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An amount as normally determined under the Retirement Plan, plus any retirement benefit otherwise payable under this Excess Benefit Plan (
i.e.
, exclusive of any benefits attributable to the calculation in Section 3.1(b)(1) above).
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a.
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“Affiliate” means, any person or entity controlling, controlled by, or under common control with such person.
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b.
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“Award” means a Stock Award, a Cash Award or an award of Incentive Stock Options, Non-qualified Stock Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Unit, or Cash granted to a Participant pursuant to the provisions of the Plan, any of which the Committee or its delegate may structure to qualify in whole or in part as a Performance Award.
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c.
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“Board” means the Board of Directors of Marathon Petroleum Corporation.
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d.
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“Change in Control” means a transaction of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Corporation is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if:
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(i)
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any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including the amount of the securities
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(ii)
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the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
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(iii)
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there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation,
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(iv)
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or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation; or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets; or
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(v)
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A Change in Control shall not be deemed to occur if the Company undergoes a bankruptcy, liquidation, or reorganization under the United States Bankruptcy Code.
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e.
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“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.
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f.
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“Committee” means the Committee delegated by the Board with the authority to administer the Plan. To the extent the Committee has delegated authority to any person(s) or committee(s) pursuant to Section 6 (or other applicable section) of the Plan, a reference to the Committee herein may also include such person(s) or committee(s). However, in no event shall the Committee delegate its authority with respect to the compensation of any Participant whose compensation the Board or Committee reasonably believes may become subject to Section 162(m) of the Code.
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g.
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“Company” means
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•
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Blanchard Refining Company LLC,
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•
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Catlettsburg Refining, LLC,
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•
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Cincinnati Renewable Fuels LLC,
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•
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Marathon Petroleum Company Canada, Ltd,
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•
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Marathon Petroleum Company LP,
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•
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Marathon Petroleum Corporation,
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•
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Marathon Petroleum Services LLC,
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•
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Marathon Petroleum Logistics Services LLC,
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•
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Marathon Petroleum Service Company,
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•
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Speedway LLC, and
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•
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any other subsidiaries or controlled company of the above, as applicable.
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h.
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“Covered Employees" has the same meaning as defined in Section 162(m)(3) of the Code.
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i.
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“Eligible Employees” means regular full-time and regular part-time Company employees who on the last day of the last pay period completed for the Performance Period are assigned to a salary grade within the Company salary structure. However, eligibility for employees of Speedway LLC is limited to those classified as President during the Performance Period. Eligible Employees may also include employees of other companies selected by the Committee and select employees of an approved Affiliate as approved by the Committee.
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j.
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“Eligible Wages” for non-Officer employees include:
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(i)
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base wages paid for time worked and wages deferred during the Performance Period, and
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(ii)
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overtime wages paid during the Performance Period.
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k.
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“Performance Period” means any fiscal year or such other measurement period determined by the Committee or its delegate in their sole discretion.
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l.
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“Qualifying Performance Criteria” shall mean any one or more of the following performance criteria that are in the Plan and were approved by shareholders (or other performance criteria approved by shareholders in the Plan), either individually, alternatively, or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary or Affiliate, either individually, alternatively or in any combination, and measured either quarterly, annually, or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee or its delegate: (i) revenue, (ii) income measures (which include revenue, gross margin, income from operations, net income, net sales, earnings per share, earnings before interest, depreciation, taxes, and amortization (“EBIDTA”), earnings before interest, taxes and amortization (“EBITA”) and earnings before interest and taxes (“EBIT), and economic value added, (iii) expense measures (which include costs of goods sold, selling, finding and development costs, general and administrative expenses, and overhead costs), (iv) operating measures (which include refinery throughput, mechanical availability, productivity, operating income, funds from operations, product quality, cash from operations, after-tax operating income, market share, margin, and sales volumes), (v) margins (which include crack-
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a.
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is at least age 50 with 10 or more years of accredited service; and
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b.
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is deemed to be in good standing, as determined in the sole discretion of the Committee
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a.
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the “buyer” of sold Company assets, or
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b.
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the “new operator” of a jointly-owned facility, or
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c.
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a company that has been contracted to perform services being outsourced.
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a.
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during a Performance Period, the Participant’s eligibility for the Program will end and a payment will be made to the Participant’s estate as soon as practicable following death, but in all cases no later than the last day of the calendar year beginning immediately after the Performance Period. The payment shall be based on target performance levels for all metrics and the Participant’s Eligible Wages paid during the Performance Period; or
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b.
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after a Performance Period, but before payment for that Performance Period has been made, the full Award otherwise deemed payable under the Program will be paid to the Participant’s estate (at the time all other Award payments for such Performance Period are made).
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a.
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interpret the Program,
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b.
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establish, interpret, amend or revoke rules and regulations relating to the operation of the Program,
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c.
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interpret the Program, to correct any defect, supply any omission or reconcile any inconsistency in the Program,
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d.
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adopt such rules for the administration, interpretation and application of the Program, and
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e.
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make all determination and take all other actions necessary or appropriate for the proper administration of the Program.
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MARATHON PETROLEUM CORPORATION
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/s/ Rodney P. Nichols
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By:
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Rodney P. Nichols
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Its:
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Senior Vice President,
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Human Resources and Administrative
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Services
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TABLE OF CONTENTS
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Page
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Article I.
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Purpose
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1
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Article II.
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Eligibility
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1
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Article III.
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Joining the Plan
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3
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Article IV.
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Classes of Membership
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3
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Article V.
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Member Contributions
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6
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Article VI.
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Matching Contributions
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14
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Article VII.
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Maximum Contributions Limitation
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14
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Article VIII.
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Accounting and Investment of Funds
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16
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Article IX.
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Transfers
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19
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Article X.
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Stock Options, Rights or Warrants
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20
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Article XI.
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Vesting
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20
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Article XII.
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Change of Control Provisions
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22
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Article XIII.
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In-Service Withdrawals
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24
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Article XIV.
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Withdrawals After Separation From Service
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28
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Article XV.
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Settlement Options
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31
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Article XVI.
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Beneficiary
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34
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Article XVII.
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Loans and Assignability
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36
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Article XVIII.
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Trustee
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37
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Article XIX.
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Plan Year
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37
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Article XX.
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Claims Procedures
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37
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Article XXI.
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Administration of the Plan
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40
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Article XXII.
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Participation by Other Employers and Employees
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43
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Article XXIII.
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Top-Heavy Provisions
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43
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Article XXIV.
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Modification and Termination
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43
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Article XXV.
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Effective Date of the Plan
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46
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APPENDIX A:
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SERVICE CREDIT FOR FORMER AFFILIATED COMPANIES
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1
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APPENDIX B:
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TOP-HEAVY PROVISIONS
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1
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APPENDIX C:
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SERVICE WITH ACQUIRED COMPANIES
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1
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APPENDIX D:
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MINIMUM DISTRIBUTION REQUIREMENTS
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1
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APPENDIX E:
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RULES GOVERNING ROTH DEFERRAL CONTRIBUTIONS
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1
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2.01
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Any employee of Marathon Petroleum Company LP (the “Company”) or a Participating Employer is eligible to become a member of the Plan, except:
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A.
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any employee covered by a collective bargaining agreement with a Participating Employer that does not expressly provide for the employee’s participation in the Plan, provided that retirement benefits were the subject of good faith negotiation between the applicable Participating Employer and the employee’s collective bargaining representatives;
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B.
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any employee compensated through a leasing entity, whether or not the leased employee falls within the definition of “leased employee” as defined in Section 414(n) of the Internal Revenue Code of 1986 (the “Code”);
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C.
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any individual who has signed an agreement, or has otherwise agreed to provide services to a Participating Employer as an independent contractor, regardless of the tax or other legal consequences of such an arrangement; and
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D.
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any employee of Speedway LLC or Speedway Prepaid Card LLC regularly classified by such Participating Employer as salary grade 11 or below.
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2.02
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For purposes of the Plan, the following terms have the meanings set forth below:
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A.
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“Controlled Group” means any entity or organization required to be aggregated with the Company pursuant to Code Section 414(b), (c), (m), (n), or (o). Within this Plan document, the term “Controlled Group” refers to the Controlled Group to which the Company belongs, as in effect from time to time.
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B.
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“Service Year” means a twelve month period beginning on the date an employee first performs an Hour of Service and ending on the anniversary of that date. Following an employee’s first employment year, Service Year will be calculated based on the Plan Year. The first Plan Year measured is the Plan Year that begins coincident with or next following the date the employee first performs an Hour of Service.
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C.
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“Participating Employer” means Marathon Petroleum Corporation (“Corporation”); Marathon Petroleum Company LP; Marathon Petroleum Service Company; Marathon Pipe Line LLC; Catlettsburg Refining LLC; Marathon Petroleum Logistics Services LLC; MW Logistics Services LLC; Blanchard Refining Company LLC; Speedway LLC, Speedway Prepaid Card LLC.
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D.
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“Hours of Service” means the hours for which an employee is directly or indirectly paid, or entitled to payment, by an employer in the Controlled Group for performing duties during the applicable Service Year and for reasons other than performance of duties, including each hour for which back pay, irrespective of mitigation of damages, has either been awarded or agreed to by the employer, such hours to be credited and calculated in accordance with Department of Labor Reg. Sec. 2530.200b-2. Each Hour of Service shall be credited to the employee for the Service Year in which he or she performed the duties, regardless of when payment is made or due. In the event a member performed services for an employer formerly in the Controlled
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A.
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Active Member
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An eligible employee of a Participating Employer is an Active Member for any period during which the employee is receiving Compensation and has elected to make contributions to the Plan in accordance with Article III.
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B.
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Member with Account(s) in Suspense
.
A member who (i) transfers at the request of his or her Participating Employer to a non-Participating Employer within the Controlled Group (including a member who is reclassified into a position with a Participating Employer that is excluded from participation in this Plan), or (ii) is an eligible employee of a Participating Employer and has voluntarily or involuntarily (for example, a member on approved leave who is not receiving Compensation) had member contributions suspended or had contributions suspended pursuant to Sections 13.01 or 13.05, will have their account(s) held in suspense. A Deferred
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C.
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Retired
Member
.
On and after January 1, 2016, any member who terminates employment from a member of the Controlled Group either (i) on or after attaining age 50, with ten years of vesting service (as determined under Article XI), or (ii) on or after attaining age 65, is a Retired Member for purposes of this Plan until the entire balance of the member’s Account(s) is distributed. A member who retired (and was considered a retired member under the terms of the Marathon Oil Company Thrift Plan) prior to July 1, 2011 from a member of the MOC controlled group and whose balance under the Marathon Oil Company Thrift Plan was transferred to the Plan in connection with the spin-off of the Corporation from MOC is also a Retired Member. A member who terminated employment from a member of the Controlled Group prior to January 1, 2016 and on or after attaining age 50, with three years of vesting service (as determined under Article XI), is a Retired Member for purposes of this Plan until the entire balance of the member’s Account(s) is distributed. A
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D.
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Non-employee Member
.
Non-employee Members include the following membership types:
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1.
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Deferred Member. A Deferred Member is any member who terminates employment with all members of the Controlled Group, does not qualify as a Retired Member, and continues to maintain an open account. Deferred Members who have a vested Plan balance of $5,000 or less may maintain open accounts until no later than 60 days after their date of termination of employment. All other Deferred Members may maintain open accounts until no later than the April 1 immediately following the calendar year in which such members attain age 70½.
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2.
|
Spouse Beneficiary Member. A Spouse Beneficiary Member is a beneficiary who was the spouse of an Active Member, Retired Member, or a Member with Account(s) in Suspense at the time of such member’s death. A Spouse Beneficiary Member who has a Plan balance of $5,000 or less may defer final settlement of their Thrift Account(s) until no later than 60 days after the close of the Plan Year during which they became a Spouse Beneficiary Member. All other Spouse Beneficiary Members may maintain open accounts for their lifetime, subject to the minimum distribution requirements of Code Section 401(a)(9).
|
3.
|
Beneficiary Member. Beneficiaries, including beneficiaries of Spouse Beneficiary Members (designated by the member or provided under the terms of this Plan), who have a Plan balance of $5,000 or less may defer final settlement of their account(s) until no later than 60 days after the close of the Plan Year during which they become a Beneficiary Member. All other Beneficiary Members may maintain open accounts until no later than the fifth anniversary of the date of the member’s death, subject to the minimum distribution requirements of Code Section 401(a)(9).
|
4.
|
Alternate Payee Member. An Alternate Payee Member is an individual who becomes a member as the result of a Qualified Domestic Relations Order. Effective January 9, 2012, if a withdrawal of the Alternate Payee Member’s account balance has not been made earlier, then Alternate Payee Members will receive an automatic distribution of the account balance from the Plan no later than 180 days after the account has been established. An Alternate Payee Member with a Plan balance of $5,000 or less may maintain an open account(s) until no later than 60 days after becoming such a member or as soon as administratively feasible thereafter when a distribution may be processed.
|
5.01
|
General
. A member may elect to change the rate of their contributions or to voluntarily suspend or resume their contributions at any time with each change becoming effective as soon as administratively practicable after the member has validly filed a pay reduction agreement with the Plan Administrator.
|
5.02
|
Types of Contributions.
Members may make the following types of contributions to the Plan:
|
A.
|
Pre-Tax Contributions
.
Each Active Member may elect to make Pre-Tax Contributions from 1% to 25% (in whole percentages only) of Compensation. This election may be changed at any time, including automatically through a member’s election to participate in the Automatic Increase Program as specified in Section 5.04.
|
B.
|
After-Tax Contributions
. Active Members may elect to contribute from 1% to 18% (in whole percentages only) of Compensation as After-Tax Contributions, except that highly compensated employees (as defined in Section 5.03C.) will not be eligible to make After-Tax Contributions on or after January 1, 2016. This election may be changed at any time, including automatically through a member’s election to participate in the Automatic Increase Program as specified in Section 5.04.
|
C.
|
Roth Deferral Contributions
.
Each Active Member may elect to make Roth Deferral Contribution from 1% to 25% (in whole percentages only) of Compensation. This election may be changed at any time, including automatically through a member’s election to participate in the Automatic Increase Program as specified in Section 5.04. The sum of Pre-Tax Contributions and Roth Deferral Contributions cannot exceed 25% of Compensation. See Appendix E for more details regarding the terms and conditions that apply to Roth Deferral Contributions.
|
D.
|
Rollover Contributions or Direct Plan Transfer Contributions
.
Active Members, Members with Account(s) in Suspense, and Retired Members may make Rollover Contributions or Direct Plan Transfer Contributions of qualified distributions from any tax-qualified plan or any IRA holding amounts described in Code Section 408(d)(3)(A)(ii). However, Roth Rollover Contributions will only be accepted from another tax-qualified plan described in Code Section 401(a). The Plan will not accept Rollover Contributions or Direct-Plan Transfer Contributions from a Code Section 403(a) plan or a Roth IRA. For purposes of this Section 5.02D., “tax-qualified plan” shall mean:
|
5.03
|
Limitations on Member Contributions
|
A.
|
In General
. Subject to adjustments by the Plan Administrator to comply with the provisions of the Code, an Active Member may make Pre-Tax Contributions, After-Tax Contributions, and Roth Deferral Contributions as specified in Sections 5.02A, 5.02B, and 5.02C above.
|
(i)
|
commissions and bonuses;
|
(ii)
|
Differential Pay (as defined below);
|
(iii)
|
the Marathon Petroleum Company LP Success Through People (STP) payouts;
|
(iv)
|
sick pay (including short-term disability payments made by a Participating Employer), vacation pay, or holiday pay; and
|
(v)
|
except as otherwise provided herein, any other annual incentive compensation programs as may be established by the Company and other Participating Employers from time to time.
|
(i)
|
amounts includible in an eligible employee’s gross income for federal income tax purposes under the rules of Code Section 409A or Code Section 457(f)(1)(A) or because the amounts are constructively received by the employee;
|
(ii)
|
reimbursements and allowances for expenses, including (but not limited to) relocation expenses, company-paid parking and transportation expenses, certain tax allowances specified as not eligible compensation by the Participating Employer, moving expenses and automobile allowances, whether or not includible in gross income for federal income tax purposes;
|
(iii)
|
fringe benefits (cash and noncash), deferred compensation (including, but not limited to, performance share awards), certain employee prizes specified as not eligible compensation by the Participating Employer (including awards such as Marawards), company-paid premiums for group term life insurance (whether or not includible in gross income for federal income tax purposes), and welfare benefits (exclusive of short-term disability benefits paid by a Participating Employer);
|
(iv)
|
employer contributions to a deferred compensation plan (whether non-qualified and unfunded or tax-qualified) to the extent that the contributions are not includible in the eligible employee’s gross income for federal income tax purposes for the taxable year in which contributed;
|
(v)
|
distributions from a deferred compensation plan (whether non-qualified and unfunded or tax-qualified), whether or not includible in the eligible employee’s gross income for federal income tax purposes;
|
(vi)
|
amounts realized from the exercise of a non-qualified stock option or when restricted stock or other property held by the eligible employee either becomes freely transferrable or is no longer subject to a substantial risk of forfeiture;
|
(vii)
|
amounts realized from the disposition of stock acquired under a qualified stock option;
|
(viii)
|
other amounts that receive special tax benefits; and
|
(ix)
|
severance payments made to the eligible employee after the employee’s employment termination date.
|
B.
|
Maximum Deferrals
. Pre-Tax Contributions and Roth Deferral Contributions, including any contributions to this Plan, or any other qualified plan maintained by an employer in the Controlled Group, that exceed the limit under Code Section 402(g), will not be permitted and, subject to appropriate adjustment for any gains or losses through December 31 of the year of the excess, or the date of return, if earlier, will be returned to the affected member no later than April 15 of the year following the year in which the excess occurred unless they are recharacterized, as described in the following paragraph. Any references in this Plan to the amount of excess Pre-Tax Contributions and Roth Deferral Contributions that are to be reallocated and/or distributed pursuant to this Section 5.03 shall be interpreted to include the appropriate adjustment for gains and losses described above.
|
C.
|
Limitations on After-Tax Contributions
. After-Tax Contributions must satisfy the Actual Contribution Percentage (“ACP”) test of Code Section 401(m), which is incorporated herein by reference. The Plan elects to use the current year testing method for the ACP test.
|
5.04
|
Automatic Increase Program
|
5.05
|
Catch-Up Contributions
|
5.06
|
Roth In Plan Conversion
|
7.01
|
General
. The annual addition that may be contributed or allocated to a participant’s Thrift account(s) for any limitation year shall not exceed the lesser of:
|
(a)
|
$53,000, as automatically increased as of January 1 of any calendar year to reflect any cost-of-living adjustment or other increase authorized by the Secretary of the Treasury or his delegate, or
|
(b)
|
100% of the participant’s Gross Pay, as defined in this Article VII of the Plan.
|
7.02
|
For purposes of the limitation in Section 7.01, a member’s Gross Pay shall include the member’s wages, salaries, fees for professional service, and other amounts received for personal services actually rendered in the course of employment with the Participating Employer or any of the members of the Controlled Group (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonuses) and elective deferrals under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), and 457(b). A member’s Gross Pay shall also include amounts described in Code Sections 104(a)(3), 105(a), or 105(h), but only to the extent includable in the member’s gross income; nondeductible reimbursed moving expenses; amounts includible in the member’s gross income upon grant of a nonstatutory stock option, or an election under Code Section 83(b); and amounts includible in the member’s gross income as constructively received under the rules of Code Section 409A or 457(f)(1)(A). However, a member’s Gross Pay shall exclude such items as employer contributions to a qualified plan of deferred compensation, income realized from the exercise of a non-qualified stock option, income realized from the disposition of stock acquired under an incentive stock option, and reimbursed deductible moving expenses. Gross Pay, for the purposes of the foregoing limitation, shall also include: amounts paid or made available after a member’s severance from service, required to be included under Treasury Regulation Section 1.415(c)-2(e)(3)(i) and 1.415(c)-2(e)(3)(ii); gross pay to a member who does not currently perform services for the Participating Employer by reason of qualified military service (as defined in Article XVI) made in accordance with the Participating Employer’s current policy with regard to such qualified military service, to the extent these payments do not exceed the amount the individual would have received if the individual had continued to perform services for the Participating Employer rather than entering qualified military service, in accordance with Treasury Regulation Section 1.415(c)-2(e)(4); and payments of
|
7.03
|
Prevention of Excess Annual Additions
|
A.
|
Employer contributions (including Pre-Tax Contributions),
|
B.
|
All employee contributions (but excluding Catch-Up and Rollover Contributions), and
|
C.
|
Forfeitures.
|
8.01
|
Accounts
|
A.
|
Pre-Tax Account
. This account contains all Pre-Tax Contributions (which may include Direct Plan Transfer Contributions from a Code Section 401(k) account) and the related earnings.
|
B.
|
Pre-Tax Catch-Up Contribution Account
. This
account contains all Pre-Tax Catch-Up Contributions made by eligible members and the related earnings.
|
C.
|
After-Tax Account
. This
account contains (1) all post-1986 After-Tax Contributions (including the tax-paid employee contribution portion of the 1987 ESOP Direct Plan Transfer Contributions and Retroactive After-Tax Contributions made after 1986), and (2) all pre-1987 tax-paid contributions plus the related earnings. A separate subaccount of this account contains the pre-1987 tax-paid contributions and the related earnings.
|
D.
|
Roth Deferral Contribution Account
. This account contains Roth Deferral Contributions, which are described in Appendix E, and the related earnings.
|
E.
|
Rollover Account
. This
account contains monies contributed to the Plan as the result of a rollover from another tax-qualified plan or an IRA holding amounts described in Code Section 408(d)(3)(A)(ii) and the related earnings, except for Roth deferral amounts that have been rolled over from another tax-qualified plan.
|
F.
|
Company Matching Account
. This
account contains all Matching Contributions and the related earnings made to the Plan with respect to periods prior to January 1, 2016. Amounts held in the Company Matching Account are not intended to satisfy the “safe harbor” requirements of Code Sections 401(k)(12) and 401(m)(11).
|
G.
|
Roth Catch-Up Account
. This account contains all Roth Catch-Up Contributions made by eligible members and the related earnings.
|
H.
|
Roth Rollover Account
. This account contains Roth deferral amounts that have been rolled over from another tax-qualified plan and the related earnings.
|
I.
|
Roth In-Plan Conversion Account
. This account contains amounts that have been converted pursuant to Section 5.06 and the related earnings.
|
J.
|
Safe Harbor Matching Contribution Account
.
This account contains all Matching Contributions and the related earnings made to the Plan with respect to periods on or after January 1, 2016. Amounts held in this account are intended to satisfy the “safe harbor” requirements of Code Sections 401(k)(12) and 401(m)(11).
|
K.
|
Other Accounts
. The Plan Administrator shall establish and maintain other accounts as necessary to depict accurately a member’s interest under the Plan.
|
8.02
|
Investment of Accounts
|
A.
|
Marathon Petroleum Corporation Common Stock Fund
. Invests in Marathon Petroleum Corporation Common Stock, and a small portion may also be invested in cash for liquidity purposes.
|
B.
|
Designated Investment Options
. A Designated Investment Option is any investment fund or product designated by the Investment Committee. “Designated Investment Options” may include (without limitation) a mutual fund, interest in a collective fund or another commingled vehicle, separately managed account, or managed account option.
|
11.01
|
General
|
A.
|
The member has performed an hour of service on or after January 1, 2002, and has completed three (3) years of service;
|
B.
|
The member has attained the Plan’s normal retirement age (age 65);
|
C.
|
The member has retired under the Marathon Petroleum Retirement Plan as then in effect;
|
D.
|
The death of an Active Member or a Member with Account(s) in Suspense; or
|
E.
|
The termination or partial termination of the Plan.
|
F.
|
The member is Disabled (as defined in Section 13.04) at any time on or after January 1, 2016.
|
11.02
|
Vesting Service
|
11.03
|
Equivalency Rules
|
11.04
|
Service With Other Employers
|
12.01
|
Vesting on Change of Control
|
12.02
|
Definition of Change of Control
|
A.
|
For purposes of this Article XII, a “Change in Control” shall mean a change in control of the Corporation of a nature that would be required to be reported in response to
|
(i)
|
any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act (a “Person”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation (not including in the securities beneficially owned by such person any such securities acquired directly from the Corporation or its affiliates) representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; provided, however, that for purposes of this Plan the term “Person” shall not include (a) the Corporation or any of its subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation; and provided, further, however, that for purposes of this paragraph (i), there shall be excluded any Person who becomes such a beneficial owner in connection with an Excluded Transaction (as defined in paragraph (iii) below); or
|
(ii)
|
the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest including, but not limited to, a consent solicitation, relating to the election of directors of the Corporation) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or
|
(iii)
|
there is consummated a merger or consolidation of the Corporation or any direct or indirect subsidiary thereof with any other corporation, other than a merger or consolidation (an “Excluded Transaction”) which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or any parent thereof) at least 50% of the combined voting power of the voting securities of the entity surviving the merger or consolidation (or the parent of such surviving entity) immediately after such merger or consolidation, or the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or there is consummated the sale or other disposition of all or substantially all of the Corporation’s assets.
|
13.01
|
Distributions to Active Members
|
13.02
|
In-Service Withdrawal of a Portion of Thrift Balance
|
13.03
|
Account and Investment Withdrawal Order for Partial In-Service Withdrawals
|
A.
|
Account
:
|
(i)
|
Pre-1987 tax-paid employee contributions in the After-Tax Account
|
(ii)
|
All remaining funds in the After-Tax Account
|
(iii)
|
Rollover Account – After-Tax
|
(iv)
|
Rollover Account – Pre-Tax
|
(v)
|
Company Matching Account
|
(vi)
|
Safe Harbor Matching Contribution Account (to the extent permitted by the Plan and by law)
|
(vii)
|
Pre-Tax Account (to the extent permitted by the Plan and by law)
|
(viii)
|
Pre-Tax Catch-Up Contribution Account (to the extent permitted by the Plan and by law)
|
(ix)
|
Roth Deferral Contribution Account
|
(x)
|
Roth Catch-Up Contribution Account
|
(xi)
|
Roth In-Plan Conversion Account
|
(xii)
|
Roth Rollover Contribution Account
|
B.
|
Investments
:
|
(i)
|
Stable Value Fund
|
(ii)
|
Mutual Funds
|
(iii)
|
Marathon Oil Corporation Stock
|
(iv)
|
Marathon Petroleum Corporation Stock
|
13.04
|
In-Service Withdrawal of Entire Distributable Vested Thrift Balance
|
A.
|
Fully Vested Members
. A fully vested member who has not attained age 59½ will receive the value of their After-Tax Account, Rollover Account, Roth Rollover Account, and Company Matching Account. A fully vested member who has attained age 59½ or who is disabled (as defined below) will receive the value of their above mentioned accounts plus the value of their Pre-Tax Account, Pre‑Tax Catch-Up Contribution Account, Safe Harbor Matching Contribution Account, Roth Deferral Contribution Account, and Roth Catch-Up Contribution Account, as well as the value of their Roth In Plan Conversion Account.
|
B.
|
Non-fully Vested Members
.
A non-fully vested member who has not attained age 59½ and who is not disabled will receive the value of their After-Tax Account, Rollover Account, and any vested portion of their Company Matching Account, excluding their Roth Rollover Account. A non-fully vested member who has attained age 59½ or who is disabled will also receive the value of their Pre-Tax Account, Pre-Tax Catch-Up Contribution Account, Safe Harbor Matching Contribution Account, Roth Rollover Account, Roth Deferral Contribution Account, Roth In Plan Conversation Account, and Roth Catch-Up Account.
|
1.
|
they have been disabled for at least two (2) years, and are wholly and continuously disabled to the extent that they are unable to engage in any occupation or perform any work for gainful compensation or profit for which they are, or may become, reasonably qualified by education, training, or experience, all as determined by the Marathon Petroleum Long Term Disability Plan, or
|
2.
|
they provide proof of a Social Security determination of disability.
|
13.05
|
Distributions due to Military Service
|
14.01
|
General
|
14.02
|
Deferral of Commencement of Benefits
|
A.
|
Retired Members with a vested Plan balance in excess of $5,000,
|
B.
|
Members with Account(s) in Suspense;
|
C.
|
Non-employee Members (other than Non-employee Members with a vested Plan balance of $5,000 or less, Beneficiary Members, and Spouse Beneficiary Members with a vested Plan balance in excess of $5,000).
|
14.03
|
Withdrawal Rights After Separation from Service
|
A.
|
A Retired Member, Spouse Beneficiary Member, or Beneficiary Member may withdraw during any year all or any portion of the remaining balance in their account(s), provided that no withdrawal of less than $500 may be made unless it constitutes
|
B.
|
A Member with Account(s) in Suspense may take In-Service Withdrawals as provided under Article XIII of this Plan.
|
C.
|
Except as provided in Section 14.03A, a Non-employee Member may only make a withdrawal of his or her entire Plan balance; provided, however, that a Non-employee Member may also make a one-time withdrawal to pay off an outstanding Plan loan(s) without triggering the requirement to make a withdrawal of his or her entire Plan balance.
|
14.04
|
Reinstatements
|
14.05
|
Re-Entry into Plan
|
15.01
|
General
|
15.02
|
Definitions
|
15.03
|
Installment Option
|
15.04
|
Small Cash-Outs
|
A.
|
The member’s surviving spouse;
|
B.
|
The member’s surviving children (either natural born or adopted through a final adoption order issued by a court of competent jurisdiction prior to the member’s death) but specifically excluding step-children;
|
C.
|
The member’s surviving parents;
|
D.
|
The member’s surviving brothers and sisters;
|
E.
|
The executor or administrator of the member’s estate.
|
A.
|
Are made available to all Plan members, other than Non-employee Members who are not parties in interest (to the extent permitted by ERISA or applicable Department of Labor regulations), on a uniform, nondiscriminatory basis,
|
B.
|
Bear a reasonable rate of interest; and
|
C.
|
Are adequately secured.
|
A.
|
pertinent provisions of the Plan shall be cited;
|
B.
|
a description of any additional material or information necessary for the claimant to perfect his or her claim, if possible, and an explanation of why that material or information is needed; and
|
C.
|
an explanation as to how the claimant can request a review of the claim will be given, along with an explanation of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
|
A.
|
the specific reason or reasons for the adverse determination;
|
B.
|
a reference to specific Plan provisions on which the adverse determination was made;
|
C.
|
a statement that claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
|
D.
|
a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.
|
21.01
|
Plan Administrator
|
21.02
|
Duties of Plan Administrator
|
21.03
|
Delegation of Duties
|
21.04
|
Investment Committee
|
21.05
|
Records; Statements of Accounts
|
21.06
|
Costs, Expenses and Fees
|
21.07
|
Uniformity; Governing Law
|
24.01
|
General
|
24.02
|
Amendment by Vice President of Human Resources and Administrative Services
|
(i)
|
With the opinion of counsel, technical amendments required by applicable laws and regulations;
|
(ii)
|
With the opinion of counsel, amendments that are clarifications of plan provisions;
|
(iii)
|
Amendments in connection with a signed definitive agreement governing a merger, acquisition or divestiture such that, for the Plan, needed changes are specifically described in the definitive agreement, or if not specifically described in the definitive agreement, the needed changes are in keeping with the intent of the definitive agreement;
|
(iv)
|
Amendments in connection with changes that have a minimal cost impact (as defined below) to the Company; and
|
(v)
|
With the opinion of counsel, amendments in connection with changes resulting from state or federal legislative actions that have a minimal cost impact (as defined below) to the Company.
|
24.03
|
Amendment by Plan Administrator
|
24.04
|
Plan Termination
|
24.05
|
Retroactive Modification
|
24.06
|
Merger
|
24.07
|
Change in Plan Sponsorship
|
|
MARATHON PETROLEUM COMPANY, LP
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
12/23/2015
|
||
|
|
|
|
|
Section 1.
|
Application of Top-Heavy Provisions
|
Section 2.
|
Definitions
|
A.
|
“Key Employee” means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual Gross Pay greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual Gross Pay of more than $150,000. The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the applicable Treasury Regulations and other guidance of general applicability issued thereunder.
|
B.
|
“Top-Heavy Plan” means a plan where any of the following conditions exist:
|
1.
|
The Top-Heavy Ratio for the plan exceeds 60% and the plan is not part of any Required Aggregation Group or Permissive Aggregation Group;
|
2.
|
The plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60%;
|
3.
|
The plan is part of a Required Aggregation Group and part of a Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.
|
C.
|
“Top-Heavy Ratio” means
|
1.
|
If the Employer maintains one or more defined contributions plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan which during the five-year period ending on the Determination Date has or has had accrued benefits, the Top-Heavy Ratio for this Plan alone or for the Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of the value of all defined contribution plan account balances maintained on behalf of a Key Employee as of the Determination Date (including any part of the account balance distributed in the one-year period ending on the Determination Date) (five-year period ending on the Determination Date in the case of a distribution made for a reason other than severance from employment, death, or disability), and the denominator of which is the sum of all defined contribution plan account balances (including any part of any account balance distributed in the one-year period ending on the Determination Date) (five-year period ending on the Determination Date in the case of a distribution made for a reason other than severance from employment, death, or disability), both computed in accordance with Code Section 416 and the Treasury Regulations thereunder. Both the numerator and denominator of the Top-Heavy Ratio are increased to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Code Section 416 and the Treasury Regulations thereunder.
|
2.
|
If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan), and the Employer maintains or has
|
3.
|
For purposes of the above paragraphs, the value of a member’s account balance and the present value of accrued benefits will be determined as of the most recent valuation date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code Section 416 and the Treasury Regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of a participant (i) who is not a key employee but who was a key employee in a prior year, or (ii) who has not been credited with at least one hour of service with any employer maintaining the plan at any time during the one-
|
D.
|
“Permissive Aggregation Group” means a Required Aggregation Group plus any other plan or plans of the Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.
|
E.
|
“Required Aggregation Group” means a group consisting of (1) each qualified plan of the Employer in which at least one Key Employee participated at any time during the Plan Year containing the Determination Date or any of the four preceding Plan Years (regardless of whether the plan has terminated), and (2) any other qualified plan of the Employer which enables a plan described in (1) to meet the requirements of Code Sections 401(a)(4) or 410.
|
F.
|
“Determination Date” means the last day of the Plan Year immediately preceding the Plan Year for which top-heaviness is to be determined or, in the case of the first Plan Year of a new plan; the last day of such Plan Year.
|
Section 3.
|
Accelerated Vesting
|
Section 4.
|
Minimum Contribution
|
Section 5.
|
Coordination With Other Plans
|
Amoco Corporation
|
MarkWest Hydrocarbon, Inc.
Occidental Petroleum Company with
|
Aurora Gasoline Company - Option 1*
|
CLAM
|
- Option 2
|
Pan Ocean Oil Corporation
|
BP Products North America, Inc.
|
Pennaco Energy, Inc.
|
Buckeye Pipe Line Company
|
Platte Pipe Line Company
|
Center Terminal Company – Hartford
|
Plymouth Oil Company
|
Center Terminal Company – Indianapolis
|
PPG Industries, Inc.
|
Chevron Corporation
|
R.I. Marketing, Inc. (certain employees
|
CMS Energy Corporation
|
transferred to a Participating Employer)
|
Conoco, Inc.
|
Republic Barge Transportation Company
|
Cotton Valley Operators Committee
|
Rock Island Refining Corporation
|
Ecol, Ltd.
|
Ross Oil Corporation
|
ExxonMobil Terminal (Charleston, WV)
|
Shell Pipeline Company LP***
|
ExxonMobil Terminal (Selma, NC)
|
Signal Oil Company
|
Felda Iffco, LLC***
|
Texaco, Inc.
|
Globe Oil and Refining Company
|
Unocal
|
Haynesville Operators Committee**
|
Ultramar Diamond Shamrock
|
Hess Corporation and Hess Retail Operations LLC***
|
Wake Up Oil Company
|
Husky Oil Company
|
WilcoHess LLC
|
Joint Venture Company – Ashland Inc. (limited to individuals transferred from Ashland Inc. to Marathon Ashland Petroleum LLC (MAP or any one of MAP’s participating employers between January 1, 1998 and June 30, 2005)
|
|
*
|
75% of the vesting service recognized by Aurora Gasoline Company is recognized by the Plan for the time period prior to January 1, 1975. 100% of such service is recognized thereafter.
|
**
|
50% of the vesting service recognized by Haynesville Operators Committee is recognized by the Plan.
|
***
|
Service, if fractional, will be rounded up to the next whole number.
|
(a)
|
If the participant’s surviving spouse is the participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the participant died, or by December 31 of the calendar year in which the participant would have attained age 70½, if later.
|
(b)
|
If the participant’s surviving spouse is not the participant’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the participant died.
|
(c)
|
If there is no designated beneficiary as of September 30 of the year following the year of the participant’s death, the participant’s entire interest will be distributed by the second anniversary of the participant’s death.
|
(d)
|
If the participant’s surviving spouse is the participant’s sole designated beneficiary and the surviving spouse dies after the participant but before distributions to the surviving spouse begin, this Section 2.2, other than Section 2.2(a), will apply as if the surviving spouse were the participant.
|
(a)
|
the quotient obtained by dividing the participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the participant’s age as of the participant’s birthday in the distribution calendar year; or
|
(b)
|
if the participant’s sole designated beneficiary for the distribution calendar year is the participant’s spouse, the quotient obtained by dividing the participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the participant’s and spouse’s attained ages as of the participant’s and spouse’s birthdays in the distribution calendar year.
|
(a)
|
Participant Survived by Designated Beneficiary. If the participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the participant’s death is the quotient obtained by dividing the participant’s account balance by the longer of the remaining life expectancy of the participant or the remaining life expectancy of the participant’s designated beneficiary, determined as follows:
|
(1)
|
The participant’s remaining life expectancy is calculated using the age of the participant in the year of death, reduced by one for each subsequent year.
|
(2)
|
If the participant’s surviving spouse is the participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
|
(3)
|
If the participant’s surviving spouse is not the participant’s sole designated beneficiary. the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the participant’s death, reduced by one for each subsequent year.
|
(b)
|
No Designated Beneficiary. If the participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the participant’s death is the quotient obtained by dividing the participant’s account balance by the participant’s remaining life expectancy calculated using the age of the participant in the year of death, reduced by one for each subsequent year.
|
(a)
|
Participant Survived by Designated Beneficiary. Except as provided in the Plan, if the participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the participant’s death is the quotient obtained by
|
(b)
|
No Designated Beneficiary. If the participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the participant’s death, distribution of the participant’s entire interest will be completed by the second anniversary of the participant’s death.
|
(c)
|
Death of Surviving spouse Before Distributions to Surviving Spouse Are Required to Begin. If the participant dies before the date distributions begin, the participant’s surviving spouse is the participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 2.2(a), this Section 4.2 will apply as if the surviving spouse were the participant.
|
(a)
|
Designated irrevocably by the member at the time of the cash or deferred election as a Roth Deferral Contribution that is being made in lieu of all or a portion of the Pre-Tax Contributions the member is otherwise eligible to make under the Plan; and
|
(b)
|
Treated by the employer as includible in the member’s income at the time the member would have received that amount in cash if the member had not made a cash or deferred election.
|
|
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
2/12/2016
|
||
|
|
|
|
|
Case #2016-030
|
|
Page
1
of 4
|
Case #2016-030
|
|
Page
2
of 4
|
1.
|
For purposes of determining the vesting service (within the meaning of Section 11.02) of MarkWest Employees (as defined in this Appendix F) under the Plan, each MarkWest Employee shall be credited with the same vesting service (and vested interest) such MarkWest Employee was credited with under the MarkWest Plan (as defined prior to Article I) immediately prior to the Plan Merger Date. Notwithstanding the foregoing, effective as of January 1, 2016, any fractional vesting service as of December 31, 2015 of individuals who were employed by MarkWest Hydrocarbon, Inc. on December 4, 2015 (as of the time of the merger by and among MarkWest Energy Partners, L.P., MPLX LP, MPLX GP LLC, Marathon Petroleum Corporation, and Sapphire Holdco LLC), as recognized by the MarkWest Plan, shall be rounded up to the next whole year under this Plan.
|
2.
|
A MarkWest Employee’s nonvested amounts held under the Plan as of the Plan Merger Date, if any, shall continue to be subject to the following vesting schedule. The following vesting schedule is the same vesting schedule that was used under the MarkWest Plan immediately prior to the Plan Merger Date. For purposes of clarification, any amounts that were previously vested under the MarkWest Plan, including amounts that were vested as a result of the merger by and among MarkWest Energy Partners, L.P., MPLX LP, MPLX GP LLC, Marathon Petroleum Corporation, and Sapphire Holdco LLC, shall continue to be 100% vested and shall not be subject to the following vesting schedule. Additionally, any Matching Contributions, including earnings on such contributions, made on behalf of MarkWest Employees on or after January 1, 2016 under the Plan shall be immediately vested as provided in Section 11.01 of the Plan.
|
3.
|
A MarkWest Employee’s nonvested amounts held under the Plan as of the Plan Merger Date, if any, shall be subject to the forfeiture and reinstatement rules under this Plan, which are the same as, or more favorable to members than that of, the MarkWest Plan.
|
4.
|
If a MarkWest Employee performs an Hour of Service with the Controlled Group on or after January 1, 2016, such MarkWest Employee shall become 100% vested in all nonvested amounts contributed under the MarkWest Plan, but only to the extent such amounts have not previously been forfeited without the possibility of reinstatement.”
|
Case #2016-030
|
|
Page
3
of 4
|
|
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
3/15/2016
|
||
|
|
|
|
|
Case #2016-030
|
|
Page
4
of 4
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
8/5/2016
|
||
|
|
|
|
|
Case: #2016-050
|
|
Page 1 of 1
|
D.
|
“Hours of Service” means the hours for which an employee is directly or indirectly paid, or entitled to payment, by an employer in the Controlled Group for performing duties during the applicable Service Year and for reasons other than performance of duties, including each hour for which back pay, irrespective of mitigation of damages, has either been awarded or agreed to by the employer, such hours to be credited and calculated in accordance with Department of Labor Reg. Sec. 2530.200b-2. In the event a member performed services for an employer formerly in the Controlled Group, Appendix A provides additional provisions with respect to the Plan’s service crediting rules. Notwithstanding any provision of this Plan to the contrary, service credit with respect to qualified military service (as defined in Article XVI) will be provided in accordance with Code Section 414(u).
|
A.
|
Pre-Tax Contributions
.
Each Active Member may elect to make Pre-Tax Contributions from 1% to 75% (in whole percentages only) of Compensation. This election may be changed at any time, including automatically through a member’s election to participate in the Automatic Increase Program as specified in Section 5.04. Notwithstanding the foregoing, the maximum combined contribution percentage under 5.02A., 5.02B., 5.02C., and 5.05 is 75%.
|
Case: #2016-084
|
|
Page
1
of 3
|
B.
|
After-Tax Contributions
. Active Members may elect to contribute from 1% to 75% (in whole percentages only) of Compensation as After-Tax Contributions, except that highly compensated employees (as defined in Section 5.03C.) will not be eligible to make After-Tax Contributions on or after January 1, 2016. This election may be changed at any time, including automatically through a member’s election to participate in the Automatic Increase Program as specified in Section 5.04. Notwithstanding the foregoing, the maximum combined contribution percentage under 5.02A., 5.02B., 5.02C., and 5.05 is 75%.
|
C.
|
Roth Deferral Contributions
. Each Active Member may elect to make Roth Deferral Contributions from 1% to 75% (in whole percentages only) of Compensation. This election may be changed at any time, including automatically through a member’s election to participate in the Automatic Increase Program as specified in Section 5.04. Notwithstanding the foregoing, the maximum combined contribution percentage under 5.02A., 5.02B., 5.02C., and 5.05 is 75%. See Appendix E for more details regarding the terms and conditions that apply to Roth Deferral Contributions.
|
Case: #2016-084
|
|
Page
2
of 3
|
F.
|
The member became Disabled (as defined in Section 13.04) as an Active Member or Member with Account in Suspense at any time on or after January 1, 2016.
|
|
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
12/22/2016
|
||
|
|
|
|
|
Case: #2016-084
|
|
Page
3
of 3
|
|
|
|
MARATHON PETROLEUM COMPANY LP
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
2/12/2016
|
|
By:
|
|
/s/ Rodney P. Nichols
|
|
|
|
Title:
|
|
Senior Vice President Human Resources and Administrative Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPEEDWAY LLC
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
2/12/2016
|
|
By:
|
|
/s/ Philip E. Hall
|
|
|
|
Title:
|
|
Vice President Human Resources and Training
|
Years of Vesting Service:
|
Vested Percentage is:
|
Less than 3
|
0%
|
3 or More
|
100%
|
Years of Vesting Service:
|
Vested Percentage is:
|
Less than 1
|
0%
|
1 or More
|
100%
|
|
|
|
SPEEDWAY LLC
|
|
|
|
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|
|
|
|
By: Rodney P. Nichols
|
|
|
|
|
|
|
|
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
|
Date Signed:
|
12/23/2015
|
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
2/12/2016
|
||
|
|
|
|
|
(a)
|
The Participant is classified by the Company as employed in an Eligible Position. An Eligible Position is a Speedway store employee other than a General Manager, Co-Manager, Co-Manager Trainee, or Shift Leader II during the Plan Year; notwithstanding the foregoing, Participants classified by the Company in the position of Shift Leader II who, for the 2016 Plan Year, have satisfied the requirements of Section 4.2(1), (2), and (3) prior to February 26, 2016, shall be entitled to the Non-Elective Employer Contribution for the 2016 Plan Year.
|
|
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
2/26/2016
|
||
|
|
|
|
|
Case: #2016-029
|
|
Page 1 of 1
|
Case: #2016-031
|
|
Page
1
of 2
|
|
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
3/15/2016
|
||
|
|
|
|
|
Case: #2016-031
|
|
Page
2
of 2
|
Case: #2016-051
|
|
Page
1
of 2
|
|
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
8/5/2016
|
||
|
|
|
|
|
Case: #2016-051
|
|
Page
2
of 2
|
Case: #2016-083
|
|
Page
1
of 4
|
Case: #2016-083
|
|
Page
2
of 4
|
Case: #2016-083
|
|
Page
3
of 4
|
|
|
|||
|
|
|
|
|
|
/s/ Rodney P. Nichols
|
|||
|
By:
|
|
Rodney P. Nichols
|
|
|
Its:
|
|
Senior Vice President
|
|
|
|
|
Human Resources and Administrative Services
|
|
|
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
Date Signed:
|
12/22/2016
|
||
|
|
|
|
|
Case: #2016-083
|
|
Page
4
of 4
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Portion of rentals representing interest
|
$
|
109
|
|
|
$
|
110
|
|
|
$
|
85
|
|
|
$
|
71
|
|
|
$
|
46
|
|
Capitalized interest
|
64
|
|
|
37
|
|
|
27
|
|
|
28
|
|
|
101
|
|
|||||
Other interest and fixed charges
|
539
|
|
|
288
|
|
|
201
|
|
|
167
|
|
|
90
|
|
|||||
Total fixed charges (A)
|
$
|
712
|
|
|
$
|
435
|
|
|
$
|
313
|
|
|
$
|
266
|
|
|
$
|
237
|
|
Earnings-pretax income with applicable adjustments (B)
|
$
|
3,004
|
|
|
$
|
4,852
|
|
|
$
|
4,194
|
|
|
$
|
3,518
|
|
|
$
|
5,423
|
|
Ratio of (B) to (A)
|
4.2
|
|
|
11.2
|
|
|
13.4
|
|
|
13.2
|
|
|
22.9
|
|
a)
|
act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
b)
|
provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“Commission”) and in other public communications made by the Company;
|
c)
|
comply with applicable laws, governmental rules and regulations, including insider trading laws;
|
d)
|
promote the prompt internal reporting of potential violations or other concerns related to this Code of Ethics to the Chair of the Audit Committee of the MPC Board of Directors and to the appropriate person or persons identified in the Code of Business Conduct, and encourage employees to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation;
|
e)
|
avoid (i) taking personal advantage of opportunities that are discovered through the use of company property, information or position; (ii) using company property, information, or position for personal gain; and (iii) competing with MPC or its affiliates;
|
f)
|
respect the confidentiality of information acquired in the course of employment;
|
g)
|
endeavor to deal fairly with the company’s customers, suppliers, competitors and employees;
|
h)
|
protect the company’s assets and ensure the efficient use of those assets for legitimate business purposes;
|
i)
|
maintain the skills necessary and relevant to the company’s needs;
|
j)
|
promote, as appropriate, contact by employees with Business Integrity and Compliance or the Chair of the Audit Committee of the MPC Board of Directors for any issues concerning improper accounting or financial reporting of the company without fear of retaliation; and
|
k)
|
proactively promote ethical and honest behavior within the MPC Group.
|
*
|
Indicates a company that is not wholly owned directly or indirectly by Marathon Petroleum Corporation
|
/s/ Gary R. Heminger
|
|
/s/ Timothy T. Griffith
|
Gary R. Heminger
|
|
Timothy T. Griffith
|
Chairman of the Board, President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
(principal executive officer)
|
|
(principal financial officer)
|
|
|
|
/s/ John J. Quaid
|
|
/s/ Abdulaziz F. Alkhayyal
|
John J. Quaid
|
|
Abdulaziz F. Alkhayyal
|
Vice President and Controller
|
|
Director
|
(principal accounting officer)
|
|
|
|
|
|
/s/ Evan Bayh
|
|
/s/ Charles E. Bunch
|
Evan Bayh
|
|
Charles E. Bunch
|
Director
|
|
Director
|
|
|
|
/s/ David A. Daberko
|
|
/s/ Steven A. Davis
|
David A. Daberko
|
|
Steven A. Davis
|
Director
|
|
Director
|
|
|
|
/s/ Donna A. James
|
|
/s/ James E. Rohr
|
Donna A. James
|
|
James E. Rohr
|
Director
|
|
Director
|
|
|
|
/s/ Frank M. Semple
|
|
/s/ John W. Snow
|
Frank M. Semple
|
|
John W. Snow
|
Director
|
|
Director
|
|
|
|
/s/ J. Michael Stice
|
|
/s/ John P. Surma
|
J. Michael Stice
|
|
John P. Surma
|
Director
|
|
Director
|
1.
|
I have reviewed this report on Form
10-K
of Marathon Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 24, 2017
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/s/ Gary R. Heminger
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Gary R. Heminger
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|
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Chairman of the Board, President and Chief Executive Officer
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1.
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I have reviewed this report on Form
10-K
of Marathon Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 24, 2017
|
|
/s/ Timothy T. Griffith
|
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Timothy T. Griffith
|
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 24, 2017
|
|
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/s/ Gary R. Heminger
|
|
Gary R. Heminger
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 24, 2017
|
|
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|
/s/ Timothy T. Griffith
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Timothy T. Griffith
|
|
Senior Vice President and Chief Financial Officer
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