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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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bcf/d
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One billion cubic feet per day
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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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GAAP
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Accounting principles generally accepted in the United States
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IDR
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Incentive Distribution Right
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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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United States Securities and Exchange Commission
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STAR
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South Texas Asset Repositioning
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TCJA
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Tax Cuts and Jobs Act
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ULSD
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Ultra-low sulfur diesel
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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 margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share;
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anticipated volumes of feedstock, throughput, sales or shipments of refined products;
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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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anticipated levels of crude oil and refined product inventories;
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future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
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the success or timing of completion of ongoing or anticipated capital or maintenance projects;
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business strategies, growth opportunities and expected investments
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our share repurchase authorizations, including the timing and amounts of any common stock repurchases;
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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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the effect of restructuring or reorganization of business components;
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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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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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availability and pricing of domestic and foreign supplies of natural gas, NGLs and crude oil and other feedstocks;
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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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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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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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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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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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changes to our capital budget, expected construction costs and timing of projects;
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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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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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completion of pipeline projects within the United States;
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changes in fuel and utility costs for our facilities;
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failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;
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modifications to MPLX LP earnings and distribution growth objectives;
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the ability to successfully implement growth opportunities, including strategic initiatives and actions;
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risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;
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the ability to realize the strategic benefits of joint venture opportunities;
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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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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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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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adverse changes in laws including with respect to tax and regulatory matters;
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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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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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labor and material shortages;
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the maintenance of satisfactory relationships with labor unions and joint venture partners;
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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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the market price of our common stock and its impact on our share repurchase authorizations;
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changes in the credit ratings assigned to our debt securities and trade credit, changes in the availability of unsecured credit, changes affecting the credit markets generally and our ability to manage such changes;
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capital market conditions and our ability to raise adequate capital to execute our business plan;
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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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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
six
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 pipeline and marine transportation, terminals and storage services provided by our Midstream segment. 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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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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Midstream – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs; and transports and stores crude oil and refined products principally for the Refining & Marketing segment via pipelines, terminals, towboats and barges. The Midstream segment primarily reflects the results of MPLX, our sponsored master limited partnership.
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•
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On March 1, 2017, MPLX acquired the Ozark pipeline from Enbridge Pipelines (Ozark) LLC for approximately
$219 million
.
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On February 15, 2017, MPLX acquired a partial, indirect equity interest in the Dakota Access Pipeline (“DAPL”) and Energy Transfer Crude Oil Company Pipeline (“ETCOP”) projects, collectively referred to as the Bakken Pipeline system, through a joint venture, MarEn Bakken Company LLC (“MarEn Bakken”), with Enbridge Energy Partners L.P. (“Enbridge Energy Partners”). MPLX holds, through a subsidiary, a
25 percent
interest in MarEn Bakken, which equates to an approximate
9.2 percent
indirect equity interest in the Bakken Pipeline system. MPLX contributed
$500 million
of the
$2 billion
purchase price paid by the joint venture.
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•
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Effective January 1, 2017, MPLX and Antero Midstream formed a joint venture, Sherwood Midstream LLC (“Sherwood Midstream”), to support the development of Antero Resources Corporation’s Marcellus Shale acreage in West Virginia. MarkWest has a
50 percent
ownership interest in Sherwood Midstream. In connection with this transaction, MarkWest contributed certain gas processing plants that were under construction at the Sherwood Complex with a fair value of approximately
$134 million
, cash of approximately
$20 million
and sold Class A Interests in MarkWest Ohio Fractionation to Sherwood Midstream for
$126 million
in cash. Sherwood Midstream Holdings LLC (“Sherwood Midstream Holdings”), a joint venture with MarkWest and Sherwood Midstream, was also formed to own, operate and maintain certain assets owned by Sherwood Midstream and MarkWest. MarkWest contributed certain real property, equipment and facilities with a fair value of approximately
$209 million
to Sherwood Midstream Holdings in exchange for a
79 percent
initial ownership interest.
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•
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On February 8, 2018, MPLX issued
$5.5 billion
in aggregate principal amount of senior notes in a public offering, consisting of
$500 million
aggregate principal amount of
3.375 percent
unsecured senior notes due March 2023,
$1.25 billion
aggregate principal amount of
4.000 percent
unsecured senior notes due March 2028,
$1.75 billion
aggregate principal amount of
4.500 percent
unsecured senior notes due April 2038,
$1.5 billion
aggregate principal amount of
4.700 percent
unsecured senior notes due April 2048, and
$500 million
aggregate principal amount of
4.900 percent
unsecured senior notes due April 2058. On February 8, 2018,
$4.1 billion
of the net proceeds were used to repay the 364-day term-loan facility, which was drawn on February 1, 2018 to fund the cash portion of the consideration MPLX paid MPC for the dropdown of assets on February 1, 2018. The remaining proceeds will be used to repay outstanding borrowings under MPLX’s revolving credit facility and intercompany loan agreement with us and for general partnership purposes.
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•
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On February 10, 2017, MPLX completed a public offering of
$1.25 billion
aggregate principal amount of
4.125%
unsecured senior notes due March 2027 and
$1.0 billion
aggregate principal amount of
5.200%
unsecured senior notes due March 2047. MPLX used the net proceeds from this offering to fund the
$1.5 billion
cash portion of the consideration MPLX paid MPC for the dropdown of assets on March 1, 2017, as well as for general partnership purposes.
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•
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Primarily during the first six months of
2017
, MPLX issued an aggregate of
14 million
MPLX common units under the Second Amended and Restated Distribution Agreement (the “Distribution Agreement”) providing for at-the-market issuances of common units, in amounts, at prices and on terms determined by market conditions and other factors at the time of the offerings (such at-the-market program, referred to as the “ATM Program”), generating net proceeds of approximately
$473 million
.
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Refined Product Yields
(
mbpd
)
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2017
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2016
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2015
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Gasoline
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932
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900
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913
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Distillates
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641
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617
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603
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Propane
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36
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35
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36
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Feedstocks and special products
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277
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241
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281
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Heavy fuel oil
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37
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32
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31
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Asphalt
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63
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58
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55
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Total
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1,986
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1,883
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1,919
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Sources of Crude Oil Refined
(
mbpd
)
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2017
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2016
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2015
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United States
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999
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986
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1,138
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Canada
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381
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326
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244
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Middle East and other international
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385
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387
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329
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Total
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1,765
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1,699
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1,711
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Refined Product Sales by Product Group
(
mbpd
)
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2017
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2016
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2015
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Gasoline
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1,201
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1,219
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1,241
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Distillates
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691
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676
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667
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Propane
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37
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35
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36
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Feedstocks and special products
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265
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231
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258
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Heavy fuel oil
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69
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35
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30
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Asphalt
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68
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63
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57
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Total
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2,331
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2,259
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2,289
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Refined Product Sales Destined for Export
(
mbpd
)
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2017
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2016
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2015
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Gasoline
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96
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91
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101
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Distillates
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192
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199
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214
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Asphalt
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9
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6
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4
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Total
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297
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296
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319
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Refined Product Sales by Customer Type
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2017
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2016
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2015
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Private-brand marketers, commercial and industrial customers, including spot market
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71
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%
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69
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%
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69
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%
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Marathon-branded independent entrepreneurs
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13
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%
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14
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%
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14
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%
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Speedway® convenience stores
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16
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%
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17
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%
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17
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%
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Name
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Age as of
February 1, 2018
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Position with MPC
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Gary R. Heminger
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64
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Chairman and Chief Executive Officer
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Molly R. Benson
(a)
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51
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Vice President, Corporate Secretary and Chief Compliance Officer
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Raymond L. Brooks
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57
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Senior Vice President, Refining
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Suzanne Gagle
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52
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Vice President and General Counsel
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Timothy T. Griffith
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48
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Senior Vice President and Chief Financial Officer
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Thomas Kaczynski
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56
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Vice President, Finance and Treasurer
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Thomas M. Kelley
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58
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Senior Vice President, Marketing
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Anthony R. Kenney
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64
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President, Speedway LLC
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D. Rick Linhardt
(a)
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59
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Vice President, Tax
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C. Michael Palmer
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64
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Senior Vice President, Supply, Distribution and Planning
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Brian K. Partee
(a)
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44
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Vice President, Business Development
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John J. Quaid
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46
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Vice President and Controller
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David R. Sauber
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54
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Senior Vice President, Human Resources, Health and Administrative Services
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Donald C. Templin
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54
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President
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Donald W. Wehrly
(a)
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|
58
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Vice President and Chief Information Officer
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David L. Whikehart
(a)
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58
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Vice President, Environment, Safety and Corporate Affairs
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(a)
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Corporate officer.
|
•
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worldwide and domestic supplies of and demand for crude oil and refined products;
|
•
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the cost of crude oil and other feedstocks to be manufactured into refined products;
|
•
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the prices realized for refined products;
|
•
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utilization rates of refineries;
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•
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natural gas and electricity supply costs incurred by refineries;
|
•
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the ability of the members of OPEC to agree to and maintain production controls;
|
•
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political instability or armed conflict in oil and natural gas producing regions;
|
•
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local weather conditions;
|
•
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seasonality of demand in our marketing area due to increased highway traffic in the spring and summer months;
|
•
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natural disasters such as hurricanes and tornadoes;
|
•
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the price and availability of alternative and competing forms of energy;
|
•
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domestic and foreign governmental regulations and taxes; and
|
•
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local, regional, national and worldwide economic conditions.
|
•
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increasing our vulnerability to changing economic, regulatory and industry conditions;
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•
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limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
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•
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limiting our ability to pay dividends to our stockholders;
|
•
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limiting our ability to borrow additional funds; and
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•
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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.
|
•
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Inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs;
|
•
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An inability to successfully integrate assets or businesses we acquire;
|
•
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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;
|
•
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A significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions;
|
•
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The assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;
|
•
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The diversion of management’s attention from other business concerns; and
|
•
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The incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
|
•
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the emission or discharge of materials into the environment,
|
•
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solid and hazardous waste management,
|
•
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pollution prevention,
|
•
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greenhouse gas emissions,
|
•
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climate change,
|
•
|
characteristics and composition of gasoline and diesel fuels,
|
•
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public and employee safety and health, and
|
•
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facility security.
|
•
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denial of or delay in receiving requisite regulatory approvals and/or permits;
|
•
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unplanned increases in the cost of construction materials or labor;
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•
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disruptions in transportation of components or construction materials;
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•
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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;
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•
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market-related increases in a project’s debt or equity financing costs; and
|
•
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nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.
|
•
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providing that our board of directors fixes the number of members of the board;
|
•
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providing for the division of our board of directors into three classes with staggered terms;
|
•
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providing that only our board of directors may fill board vacancies;
|
•
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limiting who may call special meetings of stockholders;
|
•
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prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;
|
•
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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;
|
•
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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.
|
Refinery
|
|
Crude Oil Refining Capacity (
mbpcd
)
(a)
|
|
Galveston Bay, Texas City, Texas
|
571
|
|
|
Garyville, Louisiana
|
556
|
|
|
Catlettsburg, Kentucky
|
277
|
|
|
Robinson, Illinois
|
245
|
|
|
Detroit, Michigan
|
139
|
|
|
Canton, Ohio
|
93
|
|
|
Total
|
|
1,881
|
|
(a)
|
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.
|
State
|
|
Number of
Marathon® Retail Outlets |
|
Alabama
|
268
|
|
|
District of Columbia
|
2
|
|
|
Florida
|
629
|
|
|
Georgia
|
284
|
|
|
Illinois
|
285
|
|
|
Indiana
|
647
|
|
|
Kentucky
|
573
|
|
|
Louisiana
|
15
|
|
|
Maryland
|
20
|
|
|
Michigan
|
814
|
|
|
Minnesota
|
39
|
|
|
Mississippi
|
94
|
|
|
New York
|
6
|
|
|
North Carolina
|
224
|
|
|
Ohio
|
862
|
|
|
Pennsylvania
|
69
|
|
|
South Carolina
|
110
|
|
|
Tennessee
|
401
|
|
|
Virginia
|
119
|
|
|
West Virginia
|
114
|
|
|
Wisconsin
|
42
|
|
|
Total
|
5,617
|
|
Owned and Operated Terminals
|
|
Number of
Terminals
|
|
Tank Storage
Capacity
(
thousand barrels
)
|
|
Number
of Tanks
|
|
Number of
Loading
Lanes
|
||||
Light Products Terminals:
|
|
|
|
|
|
|
|
|||||
Ohio
|
1
|
|
|
495
|
|
|
13
|
|
|
4
|
|
|
Wisconsin
|
1
|
|
|
351
|
|
|
8
|
|
|
4
|
|
|
Subtotal light products terminals
|
2
|
|
|
846
|
|
|
21
|
|
|
8
|
|
|
Asphalt Terminals:
|
|
|
|
|
|
|
|
|||||
Florida
|
1
|
|
|
132
|
|
|
3
|
|
|
3
|
|
|
Illinois
|
2
|
|
|
82
|
|
|
31
|
|
|
6
|
|
|
Indiana
|
2
|
|
|
424
|
|
|
19
|
|
|
6
|
|
|
Kentucky
|
4
|
|
|
549
|
|
|
52
|
|
|
14
|
|
|
Louisiana
|
1
|
|
|
54
|
|
|
8
|
|
|
2
|
|
|
Michigan
|
1
|
|
|
12
|
|
|
2
|
|
|
8
|
|
|
Ohio
|
4
|
|
|
1,491
|
|
|
48
|
|
|
13
|
|
|
Pennsylvania
|
1
|
|
|
494
|
|
|
12
|
|
|
8
|
|
|
Tennessee
|
2
|
|
|
483
|
|
|
38
|
|
|
8
|
|
|
Subtotal asphalt terminals
|
18
|
|
|
3,721
|
|
|
213
|
|
|
68
|
|
|
Total owned and operated terminals
|
20
|
|
|
4,567
|
|
|
234
|
|
|
76
|
|
|
|
Number of Railcars
|
|
|
|||||||
Class of Equipment
|
|
Owned
|
|
Leased
|
|
Total
|
|
Capacity per Railcar
|
|||
General service tank cars
|
—
|
|
|
793
|
|
|
793
|
|
|
20,000-30,000 gallons
|
|
High pressure tank cars
|
—
|
|
|
921
|
|
|
921
|
|
|
33,500 gallons
|
|
Open-top hoppers
|
19
|
|
|
285
|
|
|
304
|
|
|
4,000 cubic feet
|
|
|
19
|
|
|
1,999
|
|
|
2,018
|
|
|
|
State
|
|
Number of
Convenience Stores
(a)
|
|
Connecticut
|
1
|
|
|
Delaware
|
4
|
|
|
Florida
|
241
|
|
|
Georgia
|
4
|
|
|
Illinois
|
123
|
|
|
Indiana
|
311
|
|
|
Kentucky
|
147
|
|
|
Massachusetts
|
109
|
|
|
Michigan
|
305
|
|
|
New Hampshire
|
12
|
|
|
New Jersey
|
71
|
|
|
New York
|
235
|
|
|
North Carolina
|
277
|
|
|
Ohio
|
489
|
|
|
Pennsylvania
|
116
|
|
|
Rhode Island
|
19
|
|
|
South Carolina
|
52
|
|
|
Tennessee
|
42
|
|
|
Virginia
|
62
|
|
|
West Virginia
|
60
|
|
|
Wisconsin
|
64
|
|
|
Total
|
2,744
|
|
(a)
|
Includes stores with commercial fueling lanes.
|
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”
|
|
302
|
|
|
267
|
|
|
Detroit, Canton
|
|
Lima, OH to Canton, OH crude system
|
Lima, OH
|
|
Canton, OH
|
|
12"-16"
|
|
153
|
|
|
84
|
|
|
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
|
|
Ozark crude system
|
Cushing, OK
|
|
Wood River, IL
|
|
22"
|
|
433
|
|
|
230
|
|
|
All Midwest refineries
|
|
Wood River, IL to Patoka, IL crude system
(b)
|
Wood River &
Roxana, IL
|
|
Patoka, IL
|
|
12”-22”
|
|
115
|
|
|
314
|
|
|
All Midwest refineries
|
|
St. James, LA to Garyville, LA crude system
|
St James, LA
|
|
Garyville, LA
|
|
30"
|
|
20
|
|
|
620
|
|
|
Garyville, LA
|
|
Inactive pipelines
|
|
|
|
|
|
|
45
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
1,613
|
|
|
2,227
|
|
|
|
|
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”
|
|
43
|
|
|
215
|
|
|
Galveston Bay
|
|
ORPL products system
|
Various
|
|
Various
|
|
4”-14”
|
|
876
|
|
|
368
|
|
|
Catlettsburg, Canton
|
|
Robinson, IL products system
(b)
|
Various
|
|
Various
|
|
10”-16”
|
|
1,131
|
|
|
513
|
|
|
Robinson
|
|
Woodhaven, MI to Detroit, MI
|
Woodhaven, MI
|
|
Detroit, MI
|
|
4"
|
|
26
|
|
|
12
|
|
|
N/A
|
|
Louisville, KY Airport products system
|
Louisville, KY
|
|
Louisville, KY
|
|
6”-8”
|
|
14
|
|
|
29
|
|
|
Robinson
|
|
Inactive pipelines
(b)
|
|
|
|
|
|
|
140
|
|
|
N/A
|
|
|
|
|
Total
|
|
|
|
|
|
|
2,360
|
|
|
1,764
|
|
|
|
|
Wood River, IL barge dock (mbpd)
|
|
|
|
|
|
|
|
|
78
|
|
|
Garyville
|
||
Storage assets (thousand barrels):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tank Farms
(c)
|
|
|
|
|
|
|
|
|
18,642
|
|
|
N/A
|
||
Caverns
|
|
|
|
|
|
|
|
|
2,755
|
|
|
N/A
|
||
Total
|
|
|
|
|
|
|
|
|
21,397
|
|
|
|
(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 caverns and tank farms in thousands of barrels.
|
(b)
|
Includes pipelines leased from third parties.
|
(c)
|
MPLX owns and operates 15 tank farms and operates two leased tank farms.
|
Pipeline Company
|
|
Origin
|
|
Destination
|
|
Diameter
(
inches
)
|
|
Length
(
miles
)
|
|
Ownership
Interest
|
|
Operated
by MPL
|
||
Crude oil pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Bakken Pipeline system
|
Bakken/Three Forks area, North Dakota
|
|
Nederland, TX
|
|
30"
|
|
1,921
|
|
|
9.2
|
%
|
|
No
|
|
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)
(a)
|
Offshore Gulf of
Mexico |
|
Clovelly, LA
|
|
48”
|
|
48
|
|
|
41
|
%
|
|
No
|
|
Total
|
|
|
|
|
|
|
2,194
|
|
|
|
|
|
||
Products pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Explorer Pipeline Company
|
Port Arthur, TX
|
|
Hammond, IN
|
|
12”-28”
|
|
1,830
|
|
|
25
|
%
|
|
No
|
|
Louisville, KY to Lexington, KY
(c)
|
Louisville, KY
|
|
Lexington, KY
|
|
8"
|
|
87
|
|
|
65
|
%
|
|
Yes
|
|
|
|
|
|
|
|
|
|
1,917
|
|
|
|
|
|
Owned and Operated Terminals
|
|
Number of
Terminals
|
|
Tank Storage
Capacity
(
thousand barrels
)
|
|
Number
of Tanks
|
|
Number of
Loading
Lanes
|
||||
Light Products Terminals:
|
|
|
|
|
|
|
|
|||||
Alabama
|
2
|
|
|
443
|
|
|
16
|
|
|
4
|
|
|
Florida
|
4
|
|
|
3,422
|
|
|
65
|
|
|
22
|
|
|
Georgia
|
4
|
|
|
998
|
|
|
31
|
|
|
9
|
|
|
Illinois
|
4
|
|
|
1,275
|
|
|
34
|
|
|
14
|
|
|
Indiana
|
6
|
|
|
3,229
|
|
|
60
|
|
|
17
|
|
|
Kentucky
|
6
|
|
|
2,587
|
|
|
56
|
|
|
25
|
|
|
Louisiana
|
1
|
|
|
97
|
|
|
7
|
|
|
2
|
|
|
Michigan
|
8
|
|
|
2,440
|
|
|
73
|
|
|
26
|
|
|
North Carolina
|
4
|
|
|
1,509
|
|
|
34
|
|
|
13
|
|
|
Ohio
|
12
|
|
|
3,227
|
|
|
101
|
|
|
28
|
|
|
Pennsylvania
|
1
|
|
|
390
|
|
|
12
|
|
|
2
|
|
|
South Carolina
|
1
|
|
|
370
|
|
|
8
|
|
|
3
|
|
|
Tennessee
|
4
|
|
|
1,148
|
|
|
30
|
|
|
12
|
|
|
West Virginia
|
2
|
|
|
1,587
|
|
|
25
|
|
|
2
|
|
|
Total light products terminals
|
59
|
|
|
22,722
|
|
|
552
|
|
|
179
|
|
Class of Equipment
|
|
Number
in Class |
|
Capacity
( thousand barrels ) |
||
Inland tank barges:
(a)
|
|
|
|
|||
Less than 25,000 barrels
|
62
|
|
|
942
|
|
|
25,000 barrels and over
|
170
|
|
|
4,985
|
|
|
Total
|
232
|
|
|
5,927
|
|
|
|
|
|
|
|||
Inland towboats:
|
|
|
|
|||
Less than 2,000 horsepower
|
2
|
|
|
|
||
2,000 horsepower and over
|
16
|
|
|
|
||
Total
|
18
|
|
|
|
Gas Processing Complexes
|
|
Location
|
|
Design
Throughput Capacity ( MMcf/d ) (a) |
|
Natural Gas
Throughput ( MMcf/d ) (b) |
|
Utilization
of Design Capacity (b) |
|||
Bluestone Complex
|
Butler County, PA
|
|
410
|
|
|
310
|
|
|
76
|
%
|
|
Houston Complex
(c)
|
Washington County, PA
|
|
520
|
|
|
495
|
|
|
95
|
%
|
|
Majorsville Complex
|
Marshall County, WV
|
|
1,070
|
|
|
905
|
|
|
85
|
%
|
|
Mobley Complex
|
Wetzel County, WV
|
|
920
|
|
|
695
|
|
|
76
|
%
|
|
Sherwood Complex
(d)
|
Doddridge County, WV
|
|
1,800
|
|
|
1,480
|
|
|
102
|
%
|
|
Cadiz Complex
(e)
|
Harrison County, OH
|
|
525
|
|
|
509
|
|
|
97
|
%
|
|
Seneca Complex
(e)
|
Noble County, OH
|
|
800
|
|
|
475
|
|
|
59
|
%
|
|
Kenova Complex
(f)
|
Wayne County, WV
|
|
160
|
|
|
108
|
|
|
68
|
%
|
|
Boldman Complex
(f)
|
Pike County, KY
|
|
70
|
|
|
32
|
|
|
46
|
%
|
|
Cobb Complex
|
Kanawha County, WV
|
|
65
|
|
|
24
|
|
|
37
|
%
|
|
Kermit Complex
(f)(g)
|
Mingo County, WV
|
|
32
|
|
|
N/A
|
|
|
N/A
|
|
|
Langley Complex
|
Langley, KY
|
|
325
|
|
|
101
|
|
|
31
|
%
|
|
Carthage Complex
|
Panola County, TX
|
|
600
|
|
|
399
|
|
|
67
|
%
|
|
Western Oklahoma Complex
|
Custer and Beckham Counties, OK
|
|
425
|
|
|
373
|
|
|
88
|
%
|
|
Hidalgo System
|
Culberson County, TX
|
|
200
|
|
|
199
|
|
|
100
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
142
|
|
|
112
|
|
|
79
|
%
|
|
Total
|
|
|
8,032
|
|
|
6,217
|
|
|
81
|
%
|
(a)
|
Centrahoma processing capacity of 280 MMcf/d and actual throughput of 243 MMcf/d, that exceeded MPLX’s 40 percent share of the capacity of 112 MMcf/d, are 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)
|
Approximately 35 MMcf/d of processing capacity at the Houston Complex was decommissioned during the first quarter of 2017 and will be replaced with 200 MMcf/d of processing capacity in 2018.
|
(d)
|
The Sherwood Complex is partially owned by Sherwood Midstream LLC (“Sherwood Midstream”), which MPLX accounts for as an equity method investment.
|
(e)
|
The Cadiz and Seneca Complexes are owned by MarkWest Utica EMG, L.L.C. (“MarkWest Utica EMG”), which MPLX accounts for as an equity method investment.
|
(f)
|
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.
|
(g)
|
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 natural gas throughput has been excluded from the total.
|
Fractionation & Condensate Stabilization Complexes
|
|
Location
|
|
Design
Throughput Capacity ( mbpd ) |
|
NGL Throughput (
mbpd
)
(a)
|
|
Utilization
of Design Capacity (a) |
|||
Bluestone Complex
(b)(c)
|
Butler County, PA
|
|
47
|
|
|
19
|
|
|
40
|
%
|
|
Houston Complex
(b)
|
Washington County, PA
|
|
60
|
|
|
61
|
|
|
102
|
%
|
|
Hopedale Complex
(b)(d)
|
Harrison County, OH
|
|
180
|
|
|
134
|
|
|
77
|
%
|
|
Ohio Condensate Complex
(e)
|
Harrison County, OH
|
|
23
|
|
|
13
|
|
|
57
|
%
|
|
Siloam Complex
(f)
|
South Shore, KY
|
|
24
|
|
|
14
|
|
|
58
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
11
|
|
|
8
|
|
|
73
|
%
|
|
Total
|
|
|
345
|
|
|
249
|
|
|
73
|
%
|
(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 Bluestone Complexes have above-ground NGL storage with a usable capacity of 32 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 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. Ohio Fractionation is a joint venture between MarkWest Liberty Midstream & Resources, L.L.C. (“MarkWest Liberty Midstream”) and Sherwood Midstream (a joint venture between Markwest Liberty Midstream and Antero Midstream LLC). MarkWest Liberty Midstream and Sherwood Midstream are entities that operate in the Marcellus region, and Markwest Utica EMG is an entity that operates in the Utica regions. MPLX accounts for MarkWest Utica EMG and Sherwood Midstream as equity method investments.
|
(e)
|
The Ohio Condensate Complex as up to 7 million gallons of condensate storage. The Ohio Condensate Complex is partially-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 ) |
|
NGL Throughput (
mbpd
)
(a)
|
|
Utilization
of Design Capacity (a) |
||||
Bluestone Complex
|
Butler County, PA
|
|
34
|
|
|
15
|
|
|
63
|
%
|
|
Houston Complex
|
Washington County, PA
|
|
40
|
|
|
40
|
|
|
100
|
%
|
|
Majorsville Complex
|
Marshall County, WV
|
|
80
|
|
|
45
|
|
|
99
|
%
|
|
Mobley Complex
|
|
Wetzel County, WV
|
|
10
|
|
|
11
|
|
|
110
|
%
|
Sherwood Complex
|
Doddridge County, WV
|
|
40
|
|
|
30
|
|
|
75
|
%
|
|
Cadiz Complex
(b)
|
Harrison County, OH
|
|
40
|
|
|
5
|
|
|
13
|
%
|
|
Javelina Complex
|
Corpus Christi, TX
|
|
18
|
|
|
12
|
|
|
67
|
%
|
|
Total
|
|
|
262
|
|
|
158
|
|
|
72
|
%
|
(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 Cadiz Complex is owned by MarkWest Utica EMG, which MPLX accounts for as an equity method investment.
|
Natural Gas Gathering Systems
|
|
Location
|
|
Design
Throughput
Capacity (
MMcf/d
)
|
|
Natural Gas
Throughput (
MMcf/d
)
(a)
|
|
Utilization
of Design
Capacity
(a)
|
|||
Bluestone System
|
Butler County, PA
|
|
227
|
|
|
165
|
|
|
73
|
%
|
|
Houston System
|
Washington County, PA
|
|
1,178
|
|
|
839
|
|
|
74
|
%
|
|
Ohio Gathering System
(b)
|
Harrison, Monroe, Belmont, Guernsey and Noble Counties, OH
|
|
1,123
|
|
|
766
|
|
|
70
|
%
|
|
Jefferson Gas System
(c)
|
Jefferson County, OH
|
|
1,250
|
|
|
426
|
|
|
47
|
%
|
|
East Texas System
|
Harrison and Panola Counties, TX
|
|
680
|
|
|
444
|
|
|
65
|
%
|
|
Western Oklahoma System
|
Wheeler County, TX and Roger Mills, Ellis, Custer, Beckham and Washita Counties, OK
|
|
585
|
|
|
404
|
|
|
69
|
%
|
|
Southeast Oklahoma System
|
Hughes, Pittsburg and Coal Counties, OK
|
|
755
|
|
|
525
|
|
|
70
|
%
|
|
Eagle Ford System
|
Dimmit County, TX
|
|
45
|
|
|
30
|
|
|
67
|
%
|
|
Other Systems
(d)
|
Various
|
|
60
|
|
|
9
|
|
|
15
|
%
|
|
Total
|
|
|
5,903
|
|
|
3,608
|
|
|
66
|
%
|
(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.
|
NGL Pipelines
|
|
Location
|
|
Design
Throughput
Capacity (
mbpd
)
|
|
NGL
Throughput (
mbpd
)
|
|
Utilization
of Design
Capacity
|
|||
Sherwood to Mobley propane and heavier liquids pipeline
|
Doddridge County, WV to Wetzel County, WV
|
|
75
|
|
|
60
|
|
|
80
|
%
|
|
Mobley to Majorsville propane and heavier liquids pipeline
|
Wetzel County, WV to Marshall County, WV
|
|
105
|
|
|
85
|
|
|
81
|
%
|
|
Majorsville to Houston propane and heavier liquids pipeline
|
Marshall County, WV to Washington County, PA
|
|
45
|
|
|
32
|
|
|
71
|
%
|
|
Majorsville to Hopedale propane and heavier liquids pipeline
|
Marshall County, WV to Harrison County, OH
|
|
140
|
|
|
69
|
|
|
49
|
%
|
|
Third party processing plant to Bluestone ethane and heavier liquids pipeline
|
Butler County, PA
|
|
32
|
|
|
8
|
|
|
25
|
%
|
|
Bluestone to Mariner West ethane pipeline
(a)
|
Butler County, PA to Beaver County, PA
|
|
35
|
|
|
15
|
|
|
43
|
%
|
|
Houston to Ohio River ethane pipeline
(b)
|
Washington County, PA to Beaver County, PA
|
|
57
|
|
|
9
|
|
|
16
|
%
|
|
Majorsville to Houston ethane pipeline
(a)
|
Marshall County, WV to Washington County, PA
|
|
137
|
|
|
49
|
|
|
36
|
%
|
|
Sherwood to Mobley ethane pipeline
|
Doddridge County, WV to Wetzel County, WV
|
|
47
|
|
|
30
|
|
|
64
|
%
|
|
Mobley to Majorsville ethane pipeline
|
Wetzel County, WV to Marshall County, WV
|
|
57
|
|
|
41
|
|
|
72
|
%
|
|
Seneca to Cadiz propane and heavier liquids pipeline
(c)
|
Noble County, OH to Harrison County, OH
|
|
75
|
|
|
16
|
|
|
21
|
%
|
|
Cadiz to Hopedale propane and heavier liquids pipeline
(c)
|
Harrison County, OH
|
|
90
|
|
|
31
|
|
|
34
|
%
|
|
Seneca to Cadiz propane/ethane and heavier liquids pipeline
(c)(d)
|
Noble County, OH to Harrison County, OH
|
|
69/82
|
|
|
1
|
|
|
1
|
%
|
|
Cadiz to Atex ethane pipeline
(c)
|
Harrison County, OH
|
|
125
|
|
|
5
|
|
|
4
|
%
|
|
Cadiz to Utopia ethane pipeline
(c)
|
Harrison County, OH
|
|
125
|
|
|
1
|
|
|
1
|
%
|
|
Langley to Siloam propane and heavier liquids pipeline
(e)
|
Langley, KY to South Shore, KY
|
|
17
|
|
|
12
|
|
|
71
|
%
|
|
East Texas liquids pipeline
|
Panola County, TX
|
|
39
|
|
|
22
|
|
|
56
|
%
|
(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)
|
This pipeline is owned by MarkWest Utica EMG, which MPLX accounts for as an equity method investment.
|
(d)
|
This is the same pipeline from Seneca to Cadiz and can only be used for either ethane and heavier liquids or propane and heavier liquids at one time. Both throughput capacities are listed above, respectively, with ethane included in the total.
|
(e)
|
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
|
|
|
10
|
|
|
17
|
%
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|||
LOOP
(a)
|
Offshore Gulf of
Mexico |
|
Clovelly, LA
|
|
48”
|
|
48
|
|
|
10
|
%
|
|
No
|
|
Products pipeline companies:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Ascension Pipeline Company LLC
|
Riverside, LA
|
|
Garyville, LA
|
|
12"
|
|
32
|
|
|
50
|
%
|
|
No
|
|
Centennial Pipeline LLC
(b)
|
Beaumont, TX
|
|
Bourbon, IL
|
|
24”-26”
|
|
796
|
|
|
50
|
%
|
|
Yes
|
|
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
|
|
|
|
|
|
|
1,741
|
|
|
|
|
|
(a)
|
Represents interest retained by MPC and excludes MPLX’s 41% ownership interest in LOOP. Pipeline mileage is excluded from total as it is included with MPLX assets.
|
(b)
|
All system pipeline miles are inactive.
|
Private Pipeline Systems
|
|
Diameter
( inches ) |
|
Length
( miles ) |
|
Capacity
( mbpd ) |
||
Crude oil pipeline systems:
|
|
|
|
|
|
|||
Inactive pipelines
|
|
|
9
|
|
|
N/A
|
|
|
Products pipeline systems:
|
|
|
|
|
|
|||
Illinois pipeline systems
|
4”-8”
|
|
118
|
|
|
39
|
|
|
Texas pipeline systems
|
8”
|
|
103
|
|
|
45
|
|
|
Inactive pipelines
|
|
|
7
|
|
|
N/A
|
|
|
Total
|
|
|
228
|
|
|
84
|
|
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.
|
|
2017
|
|
2016
|
||||||||||||||||||||
Dollars per share
|
High Price
|
|
Low Price
|
|
Dividends
|
|
High Price
|
|
Low Price
|
|
Dividends
|
||||||||||||
Quarter 1
|
$
|
54.59
|
|
|
$
|
46.88
|
|
|
$
|
0.36
|
|
|
$
|
52.83
|
|
|
$
|
29.24
|
|
|
$
|
0.32
|
|
Quarter 2
|
55.20
|
|
|
47.78
|
|
|
0.36
|
|
|
43.26
|
|
|
32.02
|
|
|
0.32
|
|
||||||
Quarter 3
|
56.81
|
|
|
49.30
|
|
|
0.40
|
|
|
44.56
|
|
|
35.16
|
|
|
0.36
|
|
||||||
Quarter 4
|
67.07
|
|
|
55.25
|
|
|
0.40
|
|
|
51.15
|
|
|
40.01
|
|
|
0.36
|
|
||||||
Year
|
67.07
|
|
|
46.88
|
|
|
1.52
|
|
|
52.83
|
|
|
29.24
|
|
|
1.36
|
|
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)
|
||||||
10/01/17-10/31/17
|
9,750,623
|
|
|
$
|
56.43
|
|
|
9,746,982
|
|
|
$
|
3,391,603,964
|
|
11/01/17-11/30/17
|
1,784,657
|
|
|
62.03
|
|
|
1,784,530
|
|
|
3,280,906,366
|
|
||
12/01/17-12/31/17
|
1,429,515
|
|
|
62.78
|
|
|
1,423,324
|
|
|
3,191,552,142
|
|
||
Total
|
12,964,795
|
|
|
57.90
|
|
|
12,954,836
|
|
|
|
(a)
|
The amounts in this column include
3,641
,
127
and
6,191
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 May 31, 2017, we announced that our board of directors had approved a
$3.0 billion
share repurchase authorization and extended the remaining balance under the previous repurchase authorization announced on July 30, 2015, with both such outstanding authorizations having no expiration date. These authorizations, together with prior authorizations, result in a total of $13.0 billion of share repurchase authorizations since January 1, 2012.
|
|
Year Ended December 31,
|
||||||||||||||||||
(In millions, except per share data)
|
2017
(a)
|
|
2016
|
|
2015
(b)
|
|
2014
(b)
|
|
2013
(b)
|
||||||||||
Statements of Income Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
74,733
|
|
|
$
|
63,339
|
|
|
$
|
72,051
|
|
|
$
|
97,817
|
|
|
$
|
100,160
|
|
Income from operations
|
3,969
|
|
|
2,378
|
|
|
4,692
|
|
|
4,051
|
|
|
3,425
|
|
|||||
Net income
|
3,804
|
|
|
1,213
|
|
|
2,868
|
|
|
2,555
|
|
|
2,133
|
|
|||||
Net income attributable to MPC
|
3,432
|
|
|
1,174
|
|
|
2,852
|
|
|
2,524
|
|
|
2,112
|
|
|||||
Per Share Data
(c)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to MPC per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
6.76
|
|
|
$
|
2.22
|
|
|
$
|
5.29
|
|
|
$
|
4.42
|
|
|
$
|
3.34
|
|
Diluted
|
$
|
6.70
|
|
|
$
|
2.21
|
|
|
$
|
5.26
|
|
|
$
|
4.39
|
|
|
$
|
3.32
|
|
Dividends per share
|
$
|
1.52
|
|
|
$
|
1.36
|
|
|
$
|
1.14
|
|
|
$
|
0.92
|
|
|
$
|
0.77
|
|
Statements of Cash Flows Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
6,609
|
|
|
$
|
3,995
|
|
|
$
|
4,073
|
|
|
$
|
3,121
|
|
|
$
|
3,413
|
|
Additions to property, plant and equipment
|
2,732
|
|
|
2,892
|
|
|
1,998
|
|
|
1,480
|
|
|
1,206
|
|
|||||
Acquisitions, net of cash acquired
(b)
|
249
|
|
|
—
|
|
|
1,218
|
|
|
2,821
|
|
|
1,515
|
|
|||||
Investments - acquisitions, loans and contributions
|
805
|
|
|
288
|
|
|
331
|
|
|
413
|
|
|
151
|
|
|||||
Common stock repurchased
|
2,372
|
|
|
197
|
|
|
965
|
|
|
2,131
|
|
|
2,793
|
|
|||||
Dividends paid
|
773
|
|
|
719
|
|
|
613
|
|
|
524
|
|
|
484
|
|
|
December 31,
|
||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
(b)
|
|
2014
(b)
|
|
2013
(b)
|
||||||||||
Balance Sheets Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
49,047
|
|
|
$
|
44,413
|
|
|
$
|
43,115
|
|
|
$
|
30,425
|
|
|
$
|
28,367
|
|
Long-term debt, including capitalized leases
(d)
|
12,946
|
|
|
10,572
|
|
|
11,925
|
|
|
6,602
|
|
|
3,378
|
|
|||||
Noncontrolling interests
|
6,795
|
|
|
6,646
|
|
|
6,438
|
|
|
639
|
|
|
412
|
|
|||||
Total equity
|
20,828
|
|
|
20,203
|
|
|
19,675
|
|
|
11,390
|
|
|
11,332
|
|
(a)
|
Earnings for 2017 include a tax benefit of approximately $1.5 billion or $2.93 per diluted share as a result of re-measuring certain net deferred tax liabilities using the lower corporate tax rate enacted in the fourth quarter 2017.
|
(b)
|
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.
|
(c)
|
The number of weighted average shares reflect the impacts of shares of common stock repurchased under our share repurchase plans.
|
(d)
|
Includes amounts due within one year. During 2017, MPLX issued $2.25 billion aggregate principal amount of senior notes and used the net proceeds to fund the $1.5 billion cash portion of the consideration paid to MPC for the dropdown of assets on March 1, 2017. 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
six
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 pipeline and marine transportation, terminals and storage services provided by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, our Speedway business segment and 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 – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs; and transports and stores crude oil and refined products principally for the Refining & Marketing segment via pipelines, terminals, towboats and barges. The Midstream segment primarily reflects the results of MPLX, our sponsored master limited partnership.
|
(In millions, except per share data)
|
|
2017
|
|
2016
|
||||
Income from Operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
2,321
|
|
|
$
|
1,357
|
|
|
Speedway
|
732
|
|
|
734
|
|
|||
Midstream
|
1,339
|
|
|
1,048
|
|
|||
Items not allocated to segments
|
(423
|
)
|
|
(761
|
)
|
|||
Total
|
$
|
3,969
|
|
|
$
|
2,378
|
|
|
(Benefit) provision for in
come taxes
|
$
|
(460
|
)
|
|
$
|
609
|
|
|
Noncontrolling interests
|
$
|
307
|
|
|
$
|
(2
|
)
|
|
Net income attributable to MPC
|
$
|
3,432
|
|
|
$
|
1,174
|
|
|
Net income attributable to MPC per diluted share
|
$
|
6.70
|
|
|
$
|
2.21
|
|
•
|
On February 8, 2018, MPLX issued
$5.5 billion
in aggregate principal amount of senior notes in a public offering, consisting of
$500 million
aggregate principal amount of
3.375 percent
unsecured senior notes due March 2023,
$1.25 billion
aggregate principal amount of
4.000 percent
unsecured senior notes due March 2028,
$1.75 billion
aggregate principal amount of
4.500 percent
unsecured senior notes due April 2038,
$1.5 billion
aggregate principal amount of
4.700 percent
unsecured senior notes due April 2048, and
$500 million
aggregate principal amount of
4.900 percent
unsecured senior notes due April 2058. On February 8, 2018,
$4.1 billion
of the net proceeds were used to repay the 364-day term-loan facility, which was drawn on February 1, 2018 to fund the cash portion of the consideration MPLX paid MPC for the dropdown of assets on February 1, 2018. The remaining proceeds will be used to repay outstanding borrowings under MPLX’s revolving credit facility and intercompany loan agreement with us and for general partnership purposes.
|
•
|
On September 1, 2017, we contributed our joint-interest ownership in certain pipelines and storage facilities to MPLX in exchange for total consideration of
$1.05 billion
.
|
•
|
On March 1, 2017, we contributed certain terminal, pipeline and storage assets to MPLX in exchange for total consideration of
$2.0 billion
.
|
•
|
On February 10, 2017, MPLX completed a public offering of
$1.25 billion
aggregate principal amount of
4.125%
unsecured senior notes due March 2027 and
$1.0 billion
aggregate principal amount of
5.200%
unsecured senior notes due March 2047. MPLX used the net proceeds from this offering to fund the
$1.5 billion
cash portion of the consideration MPLX paid MPC for the dropdown of assets on March 1, 2017, as well as for general partnership purposes.
|
•
|
On March 31, 2016, we contributed our inland marine business to MPLX in exchange for
23 million
common units and
460 thousand
general partner units.
|
•
|
On August 4, 2016, MPLX entered into a Second Amended and Restated Distribution Agreement (the “Distribution Agreement”) providing for at-the-market issuance of common units, in amounts, at prices and on terms determined by market conditions and other factors at the time of the offerings (such at-the-market program, referred to as the “ATM Program”). During
2017
, MPLX issued an aggregate of
14 million
common units under the ATM Program, generating net proceeds of approximately
$473 million
. MPLX used the net proceeds from sales under the ATM Program for general partnership purposes including repayment of debt and funding for acquisitions, working capital requirements and capital expenditures.
|
•
|
On September 1, 2016, MPC, MPLX and various affiliates initiated a series of reorganization transactions in order to simplify MPLX’s ownership structure and its financial and tax reporting. In connection with these transactions, MPC contributed
$225 million
to MPLX, and all of the issued and outstanding MPLX Class A Units, all of which were held by MarkWest Hydrocarbon, a wholly-owned subsidiary of MPLX, were exchanged for newly issued MPLX common units.
|
•
|
On May 13, 2016, MPLX completed the private placement of approximately
30.8 million
6.5 percent
Series A Convertible Preferred Units (the “MPLX Preferred Units”) at a cash price of
$32.50
per unit. The aggregate net proceeds of approximately
$984 million
from the sale of the MPLX Preferred Units was used for capital expenditures, repayment of debt and general partnership purposes.
|
(In millions)
|
|
2017
|
|
2016
|
||||
Cash distributions received from MPLX:
|
|
|
|
|||||
General partner distributions, including IDRs
|
$
|
301
|
|
|
$
|
190
|
|
|
Limited partner distributions
|
197
|
|
|
142
|
|
|||
Total
|
$
|
498
|
|
|
$
|
332
|
|
•
|
On March 1, 2017, MPLX acquired the Ozark pipeline from Enbridge Pipelines (Ozark) LLC for approximately
$219 million
.
|
•
|
On February 15, 2017, MPLX acquired a partial, indirect equity interest in the Dakota Access Pipeline (“DAPL”) and Energy Transfer Crude Oil Company Pipeline (“ETCOP”) projects, collectively referred to as the Bakken Pipeline system, through a joint venture, MarEn Bakken Company LLC (“MarEn Bakken”), with Enbridge Energy Partners L.P. (“Enbridge Energy Partners”). MPLX holds, through a subsidiary, a
25 percent
interest in MarEn Bakken, which equates to an approximate
9.2 percent
indirect equity interest in the Bakken Pipeline system.
|
•
|
Effective January 1, 2017, MPLX and Antero Midstream formed a joint venture, Sherwood Midstream LLC (“Sherwood Midstream”), to support the development of Antero Resources Corporation’s Marcellus Shale acreage in West Virginia. MarkWest has a
50 percent
ownership interest in Sherwood Midstream. In connection with this transaction, MarkWest contributed certain gas processing plants currently under construction at the Sherwood Complex with a fair value of approximately
$134 million
, cash of approximately
$20 million
and sold Class A Interests in MarkWest Ohio Fractionation to Sherwood Midstream for
$126 million
in cash. Sherwood Midstream Holdings LLC (“Sherwood Midstream Holdings”), a joint venture with MarkWest and Sherwood Midstream, was also formed to own, operate and maintain certain assets owned by Sherwood Midstream and MarkWest. MarkWest contributed certain real property, equipment and facilities with a fair value of approximately
$209 million
to Sherwood Midstream Holdings in exchange for a
79 percent
initial ownership interest.
|
•
|
In the fourth quarter of 2016, Speedway and Pilot Flying J finalized the formation of a joint venture consisting of 123 travel plazas, primarily in the Southeast United States. The new entity, PFJ Southeast, consisted of
41
existing locations contributed by Speedway and
82
locations contributed by Pilot Flying J, all of which carry either the Pilot or Flying J brand and are operated by Pilot Flying J. Our non-cash contribution was
$273 million
based on the book value of the assets we contributed to the joint venture.
|
•
|
On September 1, 2016, Enbridge Energy Partners announced that its affiliate, North Dakota Pipeline, would withdraw certain pending regulatory applications for the Sandpiper pipeline project and that the project would be deferred indefinitely. These decisions were considered to indicate an impairment of the costs capitalized to date on the project. We made contributions of
$14 million
to North Dakota Pipeline during the year ended December 31, 2016 and contributed
$301 million
since project inception to fund our share of the construction costs for the project. As the operator of North Dakota Pipeline, which owns the investments made to date in the Sandpiper pipeline project, and the entity responsible for maintaining its financial records, Enbridge Energy Partners completed a fixed asset impairment analysis as of August 31, 2016, in accordance with ASC Topic 360, to determine the fixed asset impairment charge. Based on the estimated liquidation value of the fixed assets, an impairment charge was recorded by North Dakota Pipeline. Based on our
37.5 percent
ownership of North Dakota Pipeline, we recognized approximately
$267 million
of this charge in the third quarter of 2016 through “Income (loss) from equity method investments” on the accompanying consolidated statements of income. See Item 8. Financial Statements and Supplementary Data – Note
17
to the for information regarding the charge.
|
•
|
In September 2015, we acquired a 50 percent ownership interest in a joint venture, Crowley Ocean Partners, with Crowley. The joint venture owns and operates four new Jones Act product tankers, three of which are leased to MPC. We contributed a total of
$141 million
for the four vessels.
|
•
|
In May 2016, MPC and Crowley formed a new ocean vessel joint venture, Crowley Coastal Partners, in which MPC has a
50 percent
ownership interest. MPC and Crowley each contributed their
50 percent
ownership in Crowley Ocean Partners, discussed above, into Crowley Coastal Partners. In addition, we contributed
$48 million
in cash and Crowley contributed its 100 percent ownership interest in Crowley Blue Water Partners to Crowley Coastal Partners. Crowley Blue Water Partners is an entity that owns and operates
three
750 Series ATB vessels that are leased to MPC.
|
•
|
On December 4, 2015, MPLX completed the MarkWest Merger. Each common unit of MarkWest issued and outstanding immediately prior to the effective time of the MarkWest Merger was converted into a right to receive
1.09
common units of MPLX representing limited partner interests in MPLX, plus a one-time cash payment of
$6.20
per unit. We contributed approximately
$1.28 billion
of cash to MPLX to pay the aggregate cash consideration to MarkWest unitholders, without receiving any new equity from MPLX in exchange. At closing, we made a payment of
$1.23 billion
to MarkWest common unitholders and the remaining
$50 million
was paid in equal amounts, the first
$25 million
was paid in July 2016 and the second
$25 million
was paid in July 2017, in connection with the conversion of the MPLX Class B Units to MPLX common units. MPLX recorded impairment charges of approximately $130 million in 2016 to impair a portion of the $2.21 billion of goodwill, as adjusted, recorded in connection with the MarkWest Merger. Our financial results and operating statistics reflect the results of MarkWest from the date of the MarkWest Merger.
|
(In millions, after-tax
(a)
)
|
|
|
||
LLS 6-3-2-1 crack spread sensitivity
(b)
(per $1.00/barrel change)
|
$
|
590
|
|
|
Sweet/sour differential sensitivity
(c)
(per $1.00/barrel change)
|
300
|
|
||
LLS-WTI differential sensitivity
(d)
(per $1.00/barrel change)
|
90
|
|
||
Natural gas price sensitivity
(e)
(per $1.00/million British thermal unit change)
|
200
|
|
(a)
|
The tax rate reflects the lower corporate tax rate under the TCJA.
|
(b)
|
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.
|
(c)
|
LLS (prompt) – [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars] and assumes approximately 58 percent of crude throughput are sour-based crudes.
|
(d)
|
Assumes approximately 17 percent of crude oil throughput volumes are WTI-based domestic crude oil.
|
(e)
|
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
|
2017
|
|
Catlettsburg, Galveston Bay and Garyville
|
2016
|
|
Galveston Bay, Garyville and Robinson
|
2015
|
|
Catlettsburg, Galveston Bay, Garyville and Robinson
|
(In millions)
|
|
2017
|
|
2016
|
|
2017 vs. 2016 Variance
|
|
2015
|
|
2016 vs. 2015 Variance
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
74,104
|
|
|
$
|
63,277
|
|
|
$
|
10,827
|
|
|
$
|
72,045
|
|
|
$
|
(8,768
|
)
|
|
Sales to related parties
|
629
|
|
|
62
|
|
|
567
|
|
|
6
|
|
|
56
|
|
||||||
Income (loss) from equity method investments
|
306
|
|
|
(185
|
)
|
|
491
|
|
|
88
|
|
|
(273
|
)
|
||||||
Net gain on disposal of assets
|
10
|
|
|
32
|
|
|
(22
|
)
|
|
7
|
|
|
25
|
|
||||||
Other income
|
320
|
|
|
178
|
|
|
142
|
|
|
112
|
|
|
66
|
|
||||||
Total revenues and other income
|
75,369
|
|
|
63,364
|
|
|
12,005
|
|
|
72,258
|
|
|
(8,894
|
)
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost of revenues (excludes items below)
|
58,760
|
|
|
49,170
|
|
|
9,590
|
|
|
55,583
|
|
|
(6,413
|
)
|
||||||
Purchases from related parties
|
570
|
|
|
509
|
|
|
61
|
|
|
308
|
|
|
201
|
|
||||||
Inventory market valuation adjustment
|
—
|
|
|
(370
|
)
|
|
370
|
|
|
370
|
|
|
(740
|
)
|
||||||
Consumer excise taxes
|
7,759
|
|
|
7,506
|
|
|
253
|
|
|
7,692
|
|
|
(186
|
)
|
||||||
Impairment expense
|
—
|
|
|
130
|
|
|
(130
|
)
|
|
144
|
|
|
(14
|
)
|
||||||
Depreciation and amortization
|
2,114
|
|
|
2,001
|
|
|
113
|
|
|
1,502
|
|
|
499
|
|
||||||
Selling, general and administrative expenses
|
1,743
|
|
|
1,605
|
|
|
138
|
|
|
1,576
|
|
|
29
|
|
||||||
Other taxes
|
454
|
|
|
435
|
|
|
19
|
|
|
391
|
|
|
44
|
|
||||||
Total costs and expenses
|
71,400
|
|
|
60,986
|
|
|
10,414
|
|
|
67,566
|
|
|
(6,580
|
)
|
||||||
Income from operations
|
3,969
|
|
|
2,378
|
|
|
1,591
|
|
|
4,692
|
|
|
(2,314
|
)
|
||||||
Net interest and other financial income (costs)
|
(625
|
)
|
|
(556
|
)
|
|
(69
|
)
|
|
(318
|
)
|
|
(238
|
)
|
||||||
Income before income taxes
|
3,344
|
|
|
1,822
|
|
|
1,522
|
|
|
4,374
|
|
|
(2,552
|
)
|
||||||
(Benefit) provision for in
come taxes
|
(460
|
)
|
|
609
|
|
|
(1,069
|
)
|
|
1,506
|
|
|
(897
|
)
|
||||||
Net income
|
3,804
|
|
|
1,213
|
|
|
2,591
|
|
|
2,868
|
|
|
(1,655
|
)
|
||||||
Less net income (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redeemable noncontrolling interest
|
65
|
|
|
41
|
|
|
24
|
|
|
—
|
|
|
41
|
|
||||||
Noncontrolling interests
|
307
|
|
|
(2
|
)
|
|
309
|
|
|
16
|
|
|
(18
|
)
|
||||||
Net income attributable to MPC
|
$
|
3,432
|
|
|
$
|
1,174
|
|
|
$
|
2,258
|
|
|
$
|
2,852
|
|
|
$
|
(1,678
|
)
|
•
|
an increase in transportation services provided by Crowley Ocean Partners of
$27 million
;
|
•
|
an increase in transportation services provided by Crowley Blue Water Partners of
$23 million
; and
|
•
|
an increase in volumes purchased from LOOP of
$12 million
.
|
•
|
an increase in volumes transported by Illinois Extension Pipeline, which is a pipeline affiliate that became operational in December 2015, of $106 million;
|
•
|
an increase in transportation services provided by Crowley Ocean Partners, which was a new marine joint venture established in September 2015, of $46 million; and
|
•
|
an increase in transportation services provided by Crowley Blue Water Partners, which was a new marine joint venture established in May 2016, of $37 million.
|
Key Financial and Operating Data
|
|
2017
|
|
2016
|
|
2015
|
||||||
Refining & Marketing revenues (in millions)
|
$
|
64,691
|
|
|
$
|
53,817
|
|
|
$
|
64,198
|
|
|
Refining & Marketing intersegment sales to Speedway (in millions)
|
$
|
11,309
|
|
|
$
|
10,589
|
|
|
$
|
12,024
|
|
|
Refining & Marketing intersegment fees paid to Midstream (in millions)
|
$
|
1,443
|
|
|
$
|
1,262
|
|
|
$
|
930
|
|
|
Refining & Marketing income from operations (in millions)
(a)
|
$
|
2,321
|
|
|
$
|
1,357
|
|
|
$
|
3,997
|
|
|
Consumer excise taxes included in both revenues and costs (in millions)
|
$
|
7,759
|
|
|
$
|
7,506
|
|
|
$
|
7,692
|
|
|
Refined product sales volumes (thousands of barrels per day)
(b)
|
2,301
|
|
|
2,259
|
|
|
2,289
|
|
||||
Refined product intersegment sales volumes to Speedway (millions of gallons)
|
5,611
|
|
|
5,957
|
|
|
5,873
|
|
||||
Refined product sales destined for export (thousands of barrels per day)
|
297
|
|
|
296
|
|
|
319
|
|
||||
Average refined product sales prices (dollars per gallon)
|
$
|
1.72
|
|
|
$
|
1.47
|
|
|
$
|
1.74
|
|
|
Average refined product intersegment sales prices to Speedway (dollars per gallon)
|
$
|
2.01
|
|
|
$
|
1.77
|
|
|
$
|
2.04
|
|
|
Refinery throughputs (thousands of barrels per day):
|
|
|
|
|
|
|||||||
Crude oil refined
|
|
1,765
|
|
|
1,699
|
|
|
1,711
|
|
|||
Other charge and blendstocks
|
|
179
|
|
|
151
|
|
|
177
|
|
|||
Total
|
|
1,944
|
|
|
1,850
|
|
|
1,888
|
|
|||
Sour crude oil throughput percent
|
|
59
|
|
|
60
|
|
|
55
|
|
|||
WTI-priced crude oil throughput percent
|
|
21
|
|
|
19
|
|
|
20
|
|
|||
Refining & Marketing margin (dollars per barrel)
(c)
|
$
|
12.60
|
|
|
$
|
11.16
|
|
|
$
|
15.16
|
|
|
Refinery direct operating costs (dollars per barrel):
(d)
|
|
|
|
|
|
|||||||
Planned turnaround and major maintenance
|
$
|
1.72
|
|
|
$
|
1.83
|
|
|
$
|
1.13
|
|
|
Depreciation and amortization
|
|
1.43
|
|
|
1.47
|
|
|
1.39
|
|
|||
Other manufacturing
(e)
|
|
4.07
|
|
|
4.09
|
|
|
4.15
|
|
|||
Total
|
|
$
|
7.22
|
|
|
$
|
7.39
|
|
|
$
|
6.67
|
|
(a)
|
We revised our operating segment presentation in the first quarter of 2017 in connection with the contribution of certain terminal, pipeline and storage assets to MPLX. The operating results for these assets, which were previously included in the Refining & Marketing segment, are now included in the Midstream segment. Comparable prior period information has been recast to reflect our revised presentation. The results for the pipeline and storage assets were recast effective January 1, 2015, and the results for the terminal assets were recast effective April 1, 2016. Prior to these dates these assets were not considered businesses and therefore there are no financial results from which to recast segment results.
|
(b)
|
Includes intersegment sales and sales destined for export.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs. Excludes the LCM inventory valuation adjustments.
|
(d)
|
Per barrel of total refinery throughputs.
|
(e)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
Reconciliation of Refining & Marketing margin to Refining & Marketing income from operations
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Refining & Marketing income from operations
|
|
$
|
2,321
|
|
|
$
|
1,357
|
|
|
$
|
3,997
|
|
|
Plus (Less):
|
|
|
|
|
|
|
|||||||
Refinery direct operating costs
(a)
|
|
4,113
|
|
|
4,007
|
|
|
3,640
|
|
||||
Refinery depreciation and amortization
|
|
1,013
|
|
|
994
|
|
|
955
|
|
||||
Other:
|
|
|
|
|
|
|
|||||||
Operating expenses
(a)(b)
|
|
1,924
|
|
|
1,835
|
|
|
1,742
|
|
||||
Segment (income) expense, net
(a)
|
|
(499
|
)
|
|
(360
|
)
|
|
(325
|
)
|
||||
Depreciation and amortization
|
|
69
|
|
|
69
|
|
|
97
|
|
||||
Inventory market valuation adjustment
|
|
—
|
|
|
(345
|
)
|
|
345
|
|
||||
Refining & Marketing margin
(c)
|
|
$
|
8,941
|
|
|
$
|
7,557
|
|
|
$
|
10,451
|
|
(a)
|
Excludes depreciation and amortization.
|
(b)
|
Includes fees paid to MPLX for various midstream services, which includes marine and pipeline transportation and terminal and storage services, but excludes costs related to delivery of crude and feedstocks to our refineries.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, excluding any LCM inventory market adjustment.
|
Benchmark prices
(dollars per gallon)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Chicago spot unleaded regular gasoline
|
$
|
1.58
|
|
|
$
|
1.33
|
|
|
$
|
1.60
|
|
|
Chicago spot ultra-low sulfur diesel
|
1.64
|
|
|
1.34
|
|
|
1.62
|
|
||||
USGC spot unleaded regular gasoline
|
1.60
|
|
|
1.33
|
|
|
1.55
|
|
||||
USGC spot ultra-low sulfur diesel
|
1.62
|
|
|
1.32
|
|
|
1.58
|
|
||||
Market Indicators
(dollars per barrel)
|
|
|
|
|
|
|
||||||
Chicago LLS 6-3-2-1 crack spread
(a)(b)
|
$
|
9.77
|
|
|
$
|
7.19
|
|
|
$
|
10.67
|
|
|
USGC LLS 6-3-2-1 crack spread
(a)
|
9.89
|
|
|
6.80
|
|
|
9.11
|
|
||||
Blended 6-3-2-1 crack spread
(a)(c)
|
9.84
|
|
|
6.96
|
|
|
9.70
|
|
||||
LLS
|
54.00
|
|
|
45.01
|
|
|
52.35
|
|
||||
WTI
|
50.85
|
|
|
43.47
|
|
|
48.76
|
|
||||
LLS – WTI crude oil differential
(a)
|
3.15
|
|
|
1.55
|
|
|
3.59
|
|
||||
Sweet/Sour crude oil differential
(a)(d)
|
5.94
|
|
|
6.52
|
|
|
6.10
|
|
Market Indicators impact on Refining & Marketing segment income
|
|
2017 vs. 2016 Variance
|
|
2016 vs. 2015 Variance
|
||||||||||||
|
(dollars per barrel)
|
|
(in millions)
|
|
(dollars per barrel)
|
|
(in millions)
|
|||||||||
Chicago LLS 6-3-2-1 crack spread
(a)(b)
|
|
$
|
2.58
|
|
|
$
|
825
|
|
|
$
|
(3.48
|
)
|
|
$
|
(846
|
)
|
USGC LLS 6-3-2-1 crack spread
(a)
|
|
3.09
|
|
|
1,446
|
|
|
(2.31
|
)
|
|
(1,129
|
)
|
||||
LLS – WTI crude oil differential
(a)
|
|
1.60
|
|
|
249
|
|
|
(2.04
|
)
|
|
(260
|
)
|
||||
Sweet/Sour crude oil differential
(a)(d)
|
|
(0.58
|
)
|
|
(189
|
)
|
|
0.42
|
|
|
334
|
|
||||
Total
|
|
|
|
$
|
2,331
|
|
|
|
|
$
|
(1,901
|
)
|
(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
2017
,
40
/
60 percent
in
2016
and
38
/
62 percent
in
2015
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].
|
Key Financial and Operating Data
|
|
2017
|
|
2016
|
|
2015
|
||||||
Speedway revenues (in millions)
|
$
|
19,033
|
|
|
$
|
18,286
|
|
|
$
|
19,693
|
|
|
Speedway income from operations (in millions)
|
$
|
732
|
|
|
$
|
734
|
|
|
$
|
673
|
|
|
Convenience stores at period-end
|
2,744
|
|
|
2,733
|
|
|
2,766
|
|
||||
Gasoline & distillate sales (millions of gallons)
|
5,799
|
|
|
6,094
|
|
|
6,038
|
|
||||
Average gasoline & distillate sales prices (dollars per gallon)
|
$
|
2.34
|
|
|
$
|
2.09
|
|
|
$
|
2.36
|
|
|
Gasoline & distillate margin (dollars per gallon)
(a)
|
$
|
0.1738
|
|
|
$
|
0.1656
|
|
|
$
|
0.1823
|
|
|
Same store gasoline sales volume (period over period)
|
(1.3
|
)%
|
|
(0.4
|
)%
|
|
(0.3
|
)%
|
||||
Merchandise sales (in millions)
|
$
|
4,893
|
|
|
$
|
5,007
|
|
|
$
|
4,879
|
|
|
Same store merchandise sales (period over period)
(b)
|
1.2
|
%
|
|
3.2
|
%
|
|
4.1
|
%
|
||||
Merchandise margin (in millions)
(c)
|
$
|
1,402
|
|
|
$
|
1,435
|
|
|
$
|
1,368
|
|
|
Merchandise margin percent
|
28.7
|
%
|
|
28.7
|
%
|
|
28.0
|
%
|
(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.
|
(b)
|
Excludes cigarettes.
|
(c)
|
The price paid by the consumers less the cost of merchandise.
|
Reconciliation of Speedway total margin to Speedway income from operations
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Speedway income from operations
|
|
$
|
732
|
|
|
$
|
734
|
|
|
$
|
673
|
|
|
Plus (Less):
|
|
|
|
|
|
|
|||||||
Operating, selling, general and administrative expenses
(a)
|
|
1,530
|
|
|
1,554
|
|
|
1,573
|
|
||||
Depreciation and amortization
(a)
|
|
275
|
|
|
273
|
|
|
254
|
|
||||
Income from equity method investments
|
|
(69
|
)
|
|
(5
|
)
|
|
—
|
|
||||
Net gain on disposal of assets
|
|
(14
|
)
|
|
(30
|
)
|
|
(1
|
)
|
||||
Other income
(a)
|
|
(14
|
)
|
|
(18
|
)
|
|
(17
|
)
|
||||
Inventory market valuation adjustment
|
|
—
|
|
|
(25
|
)
|
|
25
|
|
||||
Speedway total margin
|
|
$
|
2,440
|
|
|
$
|
2,483
|
|
|
$
|
2,507
|
|
|
|
|
|
|
|
|
|
|||||||
Speedway total margin:
(a)
|
|
|
|
|
|
|
|||||||
Gasoline and distillate margin
(b)
|
|
$
|
1,008
|
|
|
$
|
1,009
|
|
|
$
|
1,101
|
|
|
Merchandise margin
(c)
|
|
1,402
|
|
|
1,435
|
|
|
1,368
|
|
||||
Other margin
|
|
30
|
|
|
39
|
|
|
38
|
|
||||
Speedway total margin
|
|
$
|
2,440
|
|
|
$
|
2,483
|
|
|
$
|
2,507
|
|
(a)
|
2017 margin and expenses do not reflect any results from the 41 travel centers contributed to PFJ Southeast, whereas they are reflected in the 2016 and 2015 information. Our share of the net results from the joint venture is reflected in income from equity method investments.
|
(b)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees and excluding any LCM inventory market adjustment.
|
(c)
|
The price paid by the consumers less the cost of merchandise.
|
Key Financial and Operating Data
|
|
2017
|
|
2016
|
|
2015
|
||||||
Midstream third party revenues (in millions)
|
$
|
2,322
|
|
|
$
|
1,828
|
|
|
$
|
187
|
|
|
Midstream intersegment sales to Refining & Marketing (in millions)
|
1,443
|
|
|
1,262
|
|
|
930
|
|
||||
Total Midstream revenues (in millions)
|
$
|
3,765
|
|
|
$
|
3,090
|
|
|
$
|
1,117
|
|
|
Midstream income from operations (in millions)
(a)
|
$
|
1,339
|
|
|
$
|
1,048
|
|
|
$
|
463
|
|
|
Crude oil and refined product pipeline throughputs (mbpd)
(b)
|
3,377
|
|
|
2,948
|
|
|
2,829
|
|
||||
Average crude oil and refined products tariff rates (dollars per barrel)
(c)
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
$
|
0.62
|
|
|
Terminal throughput (mbpd)
(d)
|
1,477
|
|
|
1,505
|
|
|
—
|
|
||||
Gathering system throughput (MMcf/d)
(e)
|
3,608
|
|
|
3,275
|
|
|
3,075
|
|
||||
Natural gas processed (MMcf/d)
(e)
|
6,460
|
|
|
5,761
|
|
|
5,468
|
|
||||
C2 (ethane) + NGLs fractionated (mbpd)
(e)
|
394
|
|
|
335
|
|
|
307
|
|
||||
Benchmark Prices
|
|
|
|
|
|
|
||||||
Natural Gas NYMEX HH ($ per MMBtu)
(e)
|
$
|
3.02
|
|
|
$
|
2.55
|
|
|
$
|
2.04
|
|
|
C2 + NGL Pricing ($ per gallon)
(e)(f)
|
$
|
0.66
|
|
|
$
|
0.47
|
|
|
$
|
0.40
|
|
(a)
|
We revised our operating segment presentation in the first quarter of 2017 in connection with the contribution of certain terminal, pipeline and storage assets to MPLX. The operating results for these assets, which were previously included in the Refining & Marketing segment, are now included in the Midstream segment. Comparable prior period information has been recast to reflect our revised presentation. The results for the pipeline and storage assets were recast effective January 1, 2015, and the results for the terminal assets were recast effective April 1, 2016. Prior to these dates these assets were not considered businesses and therefore there are no financial results from which to recast segment results.
|
(b)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(c)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(d)
|
Includes the results of the terminal assets beginning on April 1, 2016, the date the assets became a business.
|
(e)
|
Beginning December 4, 2015, which was the effective date of the MarkWest Merger.
|
(f)
|
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.
|
Key Financial Information
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Items not allocated to segments:
|
|
|
|
|
|
|||||||
Corporate and other unallocated items
(a)
|
$
|
(365
|
)
|
|
$
|
(268
|
)
|
|
$
|
(293
|
)
|
|
Pension settlement expenses
(b)
|
$
|
(52
|
)
|
|
$
|
(7
|
)
|
|
$
|
(4
|
)
|
|
Litigation
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Impairment
(c)
|
$
|
23
|
|
|
$
|
(486
|
)
|
|
$
|
(144
|
)
|
(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 Item 8. Financial Statements and Supplementary Data – Note
22
.
|
(c)
|
See Item 8. Financial Statements and Supplementary Data – Notes
16
and
17
.
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
6,609
|
|
|
$
|
3,995
|
|
|
$
|
4,073
|
|
|
Investing activities
|
(3,394
|
)
|
|
(2,941
|
)
|
|
(3,441
|
)
|
||||
Financing activities
|
(1,091
|
)
|
|
(1,294
|
)
|
|
(999
|
)
|
||||
Total
|
$
|
2,124
|
|
|
$
|
(240
|
)
|
|
$
|
(367
|
)
|
•
|
Accounts payable
increased
$2.70 billion
from year-end
2016
, primarily due to higher crude oil payable volumes and prices.
|
•
|
Current receivables
increased
$1.08 billion
from year-end
2016
, primarily due to higher crude oil and refined product receivable prices and volumes.
|
•
|
Inventories
decreased
$106 million
from year-end
2016
, primarily due to lower crude oil inventory volumes.
|
•
|
Cash used for additions to property, plant and equipment was primarily due to spending in our Midstream segment. See discussion of capital expenditures and investments under the “Capital Spending” section.
|
•
|
Net investments were a use of cash of
$740 million
in
2017
compared to
$262 million
in
2016
and
$327 million
in
2015
. The change in
2017
compared to
2016
was primarily due to MPLX’s investment of $500 million for a partial interest in the Bakken Pipeline system. The change in 2016 compared to 2015 was primarily due to decreases in contributions to the SAX pipeline project of $114 million, the Sandpiper pipeline project of $57 million and Crowley Ocean Partners of $38 million, partially offset by increases in contributions to Crowley Coastal Partners of $82 million and MPLX equity method investments of $74 million.
|
•
|
Cash provided by disposal of assets totaled
$79 million
,
$101 million
and
$21 million
in
2017
,
2016
and
2015
, respectively. Cash provided in 2016 was primarily due the sale of certain Speedway locations in the normal course of business.
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
2,732
|
|
|
$
|
2,892
|
|
|
$
|
1,998
|
|
|
Non-cash additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
5
|
|
||||
Asset retirement expenditures
|
2
|
|
|
6
|
|
|
1
|
|
||||
Increase (decrease) in capital accruals
|
67
|
|
|
(127
|
)
|
|
94
|
|
||||
Total capital expenditures
|
2,801
|
|
|
2,771
|
|
|
2,098
|
|
||||
Acquisitions
(a)
|
250
|
|
|
10
|
|
|
13,854
|
|
||||
Investments in equity method investees
(b)
|
805
|
|
|
288
|
|
|
331
|
|
||||
Total capital expenditures and investments
|
$
|
3,856
|
|
|
$
|
3,069
|
|
|
$
|
16,283
|
|
(a)
|
The 2017 acquisitions include the Ozark pipeline. The 2016 acquisitions include purchase price adjustments related to the MarkWest Merger. The 2015 acquisitions include the MarkWest Merger. 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.
|
(b)
|
The 2017 investments in equity method investees includes the investment of $500 million in MarEn Bakken related to the Bakken Pipeline system. The 2016 amount excludes an adjustment of $143 million to the fair value of equity method investments acquired in connection with the MarkWest Merger.
|
•
|
Long-term debt borrowings and repayments, including debt issuance costs, were a net
$2.24 billion
source of cash in
2017
compared to a
$1.42 billion
use of cash in
2016
and a $746 million source of cash in
2015
. During 2017 MPLX issued $2.25 billion of senior notes, borrowed $505 million under the MPLX bank revolving credit agreement, repaid the remaining $250 million under the MPLX term loan agreement and we repaid the remaining $200 million balance
|
•
|
Cash proceeds from the issuance of MPLX common units were
$473 million
in
2017
and $776 million in
2016
. Cash proceeds from the issuance of MPLX Preferred Units was $984 million in 2016. See Item 8. Financial Statements and Supplementary Data – Note
4
for further discussion of MPLX.
|
•
|
Cash used in common stock repurchases totaled
$2.37 billion
in
2017
,
$197 million
in
2016
and
$965 million
in
2015
associated with the share repurchase plans authorized by our board of directors. See the “Capital Requirements” section for further discussion of our stock repurchases.
|
•
|
Cash used in dividend payments totaled
$773 million
in
2017
,
$719 million
in
2016
and
$613 million
in
2015
. The increases were primarily due to increases in our base dividend, partially offset by decreases in the number of outstanding shares of our common stock as a result of share repurchases. Dividends per share were
$1.52
in
2017
,
$1.36
in
2016
and
$1.14
in
2015
.
|
•
|
Cash used in financing activities in all three years included a portion of the payments to the seller of the Galveston Bay refinery under the contingent earnout provisions of the purchase and sale agreement.
|
|
|
December 31, 2017
|
||||||||||
(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
|
750
|
|
|
—
|
|
|
750
|
|
||||
Total
|
$
|
4,250
|
|
|
$
|
—
|
|
|
$
|
4,250
|
|
|
Cash and cash equivalents
(b)
|
|
|
|
|
3,006
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
7,256
|
|
(a)
|
Excludes MPLX’s
$2.25 billion
bank revolving credit facility, which had
$505 million
borrowings and
$3 million
of letters of credit outstanding as of
December 31, 2017
.
|
(b)
|
Excludes
$5 million
of MPLX cash and cash equivalents.
|
Company
|
Rating Agency
|
Rating
|
MPC
|
Moody’s
|
Baa2 (stable outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB (stable outlook)
|
MPLX
|
Moody’s
|
Baa3 (stable outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB- (stable outlook)
|
(In millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Number of shares repurchased
|
44
|
|
|
4
|
|
|
19
|
|
|||
Cash paid for shares repurchased
|
$
|
2,372
|
|
|
$
|
197
|
|
|
$
|
965
|
|
Average cost per share
|
$
|
53.85
|
|
|
$
|
41.84
|
|
|
$
|
50.31
|
|
(In millions)
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Later Years
|
||||||||||
Long-term debt
(a)
|
$
|
21,204
|
|
|
$
|
1,222
|
|
|
$
|
1,855
|
|
|
$
|
2,577
|
|
|
$
|
15,550
|
|
|
Capital lease obligations
(b)
|
457
|
|
|
46
|
|
|
93
|
|
|
88
|
|
|
230
|
|
||||||
Operating lease obligations
|
1,476
|
|
|
255
|
|
|
429
|
|
|
329
|
|
|
463
|
|
||||||
Purchase obligations:
(c)
|
|
|
|
|
|
|
|
|
|
|||||||||||
Crude oil, feedstock, refined product and renewable fuel contracts
(d)
|
9,680
|
|
|
8,967
|
|
|
435
|
|
|
152
|
|
|
126
|
|
||||||
Transportation and related contracts
|
2,670
|
|
|
400
|
|
|
692
|
|
|
705
|
|
|
873
|
|
||||||
Contracts to acquire property, plant and equipment
|
484
|
|
|
482
|
|
|
2
|
|
|
|
|
|
|
|
||||||
Service, materials and other contracts
(e)
|
1,998
|
|
|
419
|
|
|
558
|
|
|
418
|
|
|
603
|
|
||||||
Total purchase obligations
|
14,832
|
|
|
10,268
|
|
|
1,687
|
|
|
1,275
|
|
|
1,602
|
|
||||||
Other long-term liabilities reported in the consolidated balance sheet
(f)
|
2,084
|
|
|
225
|
|
|
438
|
|
|
402
|
|
|
1,019
|
|
||||||
Total contractual cash obligations
|
$
|
40,053
|
|
|
$
|
12,016
|
|
|
$
|
4,502
|
|
|
$
|
4,671
|
|
|
$
|
18,864
|
|
(a)
|
Includes interest payments for our senior notes 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)
|
Primarily includes contracts to purchase services such as utilities, supplies and various other maintenance and operating services.
|
(f)
|
Primarily includes obligations for pension and other postretirement benefits including medical and life insurance, which we have estimated through
2027
. See Item 8. Financial Statements and Supplementary Data – Note
22
.
|
(In millions)
|
|
2018 Plan
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Capital expenditures and investments:
(a)
|
|
|
|
|
|
|
|
|||||||||
Refining & Marketing
|
$
|
950
|
|
|
$
|
832
|
|
|
$
|
1,054
|
|
|
$
|
1,045
|
|
|
Speedway
|
530
|
|
|
381
|
|
|
303
|
|
|
501
|
|
|||||
Midstream
(b)
|
2,405
|
|
|
2,505
|
|
|
1,568
|
|
|
14,545
|
|
|||||
Corporate and Other
(c)
|
85
|
|
|
138
|
|
|
144
|
|
|
192
|
|
|||||
Total
|
$
|
3,970
|
|
|
$
|
3,856
|
|
|
$
|
3,069
|
|
|
$
|
16,283
|
|
(a)
|
Capital expenditures include changes in capital accruals.
|
(b)
|
Includes $220 million for the acquisition of the Ozark pipeline and an investment of $500 million in MarEn Bakken related to the Bakken Pipeline in 2017, $10 million in 2016 for purchase price adjustments related to the MarkWest Merger and $13.85 billion in 2015 for the MarkWest Merger. See Item 8. Financial Statements and Supplementary Data – Note
5
.
|
(c)
|
Includes capitalized interest of
$55 million
,
$63 million
and
$37 million
for
2017
,
2016
and
2015
, respectively.
|
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Capital
|
$
|
343
|
|
|
$
|
302
|
|
|
$
|
222
|
|
|
Compliance:
(a)
|
|
|
|
|
|
|||||||
Operating and maintenance
|
413
|
|
|
541
|
|
|
355
|
|
||||
Remediation
(b)
|
36
|
|
|
40
|
|
|
53
|
|
||||
Total
|
$
|
792
|
|
|
$
|
883
|
|
|
$
|
630
|
|
(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, retail, pipeline throughput and natural gas and NGL processing volumes are based on internal forecasts prepared by our Refining & Marketing, Speedway 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, 2017
|
|||||||
|
Position
|
|
Total Barrels
(In thousands)
|
|
Weighted Average Price
(Per barrel)
|
|
Benchmark
|
|
Crude Oil
(a)
|
|
|
|
|
|
|
|
|
Exchange-traded
|
Long
|
|
23,299
|
|
|
$56.96
|
|
CME and ICE Crude
(c)(d)
|
Exchange-traded
|
Short
|
|
(25,199
|
)
|
|
$55.94
|
|
CME and ICE Crude
(c)(d)
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
MMBtu
|
|
Weighted Average Price
(Per MMBtu)
|
|
|
|
Natural Gas
|
|
|
|
|
|
|
|
|
OTC
|
Long
|
|
928,003
|
|
|
$2.78
|
|
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
Total Gallons
(In thousands)
|
|
Weighted Average Price
(Per gallon)
|
|
Benchmark
|
|
Refined Products
(b)
|
|
|
|
|
|
|
|
|
Exchange-traded
|
Long
|
|
257,460
|
|
|
$1.91
|
|
CME ULSD and RBOB
(c)(e)
|
Exchange-traded
|
Short
|
|
(236,460
|
)
|
|
$1.91
|
|
CME ULSD and RBOB
(c)(e)
|
OTC
|
Short
|
|
(9,587
|
)
|
|
$0.73
|
|
|
|
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, 2017
|
|
|
|
|
|
|
|
||||||||
Crude
|
$
|
(9
|
)
|
|
$
|
(23
|
)
|
|
$
|
10
|
|
|
$
|
26
|
|
Refined products
|
6
|
|
|
14
|
|
|
(6
|
)
|
|
(14
|
)
|
||||
Embedded derivatives
|
(6
|
)
|
|
(16
|
)
|
|
6
|
|
|
16
|
|
(In millions)
|
|
Fair
Value (a) |
|
Change in
Fair Value (b) |
|
Change in Net Income for the Twelve Months Ended December 31, 2017
(c)
|
|
|||||
Long-term debt
|
|
|
|
|
|
|
|
|||||
Fixed-rate
|
|
$
|
13,388
|
|
|
$
|
1,161
|
|
|
n/a
|
|
|
Variable-rate
|
|
505
|
|
|
n/a
|
|
|
4
|
|
|
(a)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(b)
|
Assumes a 100-basis point decrease in the weighted average yield-to-maturity at
December 31, 2017
.
|
(c)
|
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, 2017
.
|
|
Page
|
|
|
|
|
|
|
|
|
Audited Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary R. Heminger
|
|
/s/ Timothy T. Griffith
|
|
/s/ John J. Quaid
|
Gary R. Heminger
Chairman of the Board 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 and
Chief Executive Officer
|
|
Timothy T. Griffith
Senior Vice President and
Chief Financial Officer
|
|
|
(In millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
74,104
|
|
|
$
|
63,277
|
|
|
$
|
72,045
|
|
Sales to related parties
|
629
|
|
|
62
|
|
|
6
|
|
|||
Income (loss) from equity method investments
|
306
|
|
|
(185
|
)
|
|
88
|
|
|||
Net gain on disposal of assets
|
10
|
|
|
32
|
|
|
7
|
|
|||
Other income
|
320
|
|
|
178
|
|
|
112
|
|
|||
Total revenues and other income
|
75,369
|
|
|
63,364
|
|
|
72,258
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
58,760
|
|
|
49,170
|
|
|
55,583
|
|
|||
Purchases from related parties
|
570
|
|
|
509
|
|
|
308
|
|
|||
Inventory market valuation adjustment
|
—
|
|
|
(370
|
)
|
|
370
|
|
|||
Consumer excise taxes
|
7,759
|
|
|
7,506
|
|
|
7,692
|
|
|||
Impairment expense
|
—
|
|
|
130
|
|
|
144
|
|
|||
Depreciation and amortization
|
2,114
|
|
|
2,001
|
|
|
1,502
|
|
|||
Selling, general and administrative expenses
|
1,743
|
|
|
1,605
|
|
|
1,576
|
|
|||
Other taxes
|
454
|
|
|
435
|
|
|
391
|
|
|||
Total costs and expenses
|
71,400
|
|
|
60,986
|
|
|
67,566
|
|
|||
Income from operations
|
3,969
|
|
|
2,378
|
|
|
4,692
|
|
|||
Net interest and other financial income (costs)
|
(625
|
)
|
|
(556
|
)
|
|
(318
|
)
|
|||
Income before income taxes
|
3,344
|
|
|
1,822
|
|
|
4,374
|
|
|||
(Benefit) provision for in
come taxes
|
(460
|
)
|
|
609
|
|
|
1,506
|
|
|||
Net income
|
3,804
|
|
|
1,213
|
|
|
2,868
|
|
|||
Less net income (loss) attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
65
|
|
|
41
|
|
|
—
|
|
|||
Noncontrolling interests
|
307
|
|
|
(2
|
)
|
|
16
|
|
|||
Net income attributable to MPC
|
$
|
3,432
|
|
|
$
|
1,174
|
|
|
$
|
2,852
|
|
Per Share Data (See Note 8)
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
6.76
|
|
|
$
|
2.22
|
|
|
$
|
5.29
|
|
Weighted average shares outstanding
|
507
|
|
|
528
|
|
|
538
|
|
|||
Diluted:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
6.70
|
|
|
$
|
2.21
|
|
|
$
|
5.26
|
|
Weighted average shares outstanding
|
512
|
|
|
530
|
|
|
542
|
|
|||
Dividends paid
|
$
|
1.52
|
|
|
$
|
1.36
|
|
|
$
|
1.14
|
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
3,804
|
|
|
$
|
1,213
|
|
|
$
|
2,868
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
|
|
||||||
Actuarial changes, net of tax of $17, $69
and $21
|
29
|
|
|
115
|
|
|
34
|
|
|||
Prior service costs, net of tax of ($16), ($18
) and ($24)
|
(26
|
)
|
|
(31
|
)
|
|
(39
|
)
|
|||
Other comprehensive income (loss)
|
3
|
|
|
84
|
|
|
(5
|
)
|
|||
Comprehensive income
|
3,807
|
|
|
1,297
|
|
|
2,863
|
|
|||
Less comprehensive income (loss) attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
65
|
|
|
41
|
|
|
—
|
|
|||
Noncontrolling interests
|
307
|
|
|
(2
|
)
|
|
16
|
|
|||
Comprehensive income attributable to MPC
|
$
|
3,435
|
|
|
$
|
1,258
|
|
|
$
|
2,847
|
|
|
December 31,
|
||||||
(In millions, except share data)
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (MPLX: $5 and $234, respectively)
|
$
|
3,011
|
|
|
$
|
887
|
|
Receivables, less allowance for doubtful accounts of $11 and $1
2 (MPLX: $299 and $304, respectively)
|
4,695
|
|
|
3,617
|
|
||
Inventories (MPLX: $65 and $55, respectively)
|
5,550
|
|
|
5,656
|
|
||
Other current assets (MPLX: $29 and $33, respectively)
|
145
|
|
|
241
|
|
||
Total current assets
|
13,401
|
|
|
10,401
|
|
||
Equity method investments (MPLX: $4,010 and $2,471, respectively)
|
4,787
|
|
|
3,827
|
|
||
Property, plant and equipment, net (MPLX: $12,187 and $11,408, respectively)
|
26,443
|
|
|
25,765
|
|
||
Goodwill (MPLX: $2,245 and $2,245, respectively)
|
3,586
|
|
|
3,587
|
|
||
Other noncurrent assets (MPLX: $479 and $506, respectively)
|
830
|
|
|
833
|
|
||
Total assets
|
$
|
49,047
|
|
|
$
|
44,413
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (MPLX: $621 and $541, respectively)
|
$
|
8,297
|
|
|
$
|
5,593
|
|
Payroll and benefits payable (MPLX: $1 and $1, respectively)
|
591
|
|
|
530
|
|
||
Consumer excise taxes payable (MPLX: $3 and $3, respectively)
|
501
|
|
|
464
|
|
||
Accrued taxes (MPLX: $35 and $35, respectively)
|
169
|
|
|
153
|
|
||
Debt due within one year (MPLX: $1 and $1, respectively)
|
624
|
|
|
28
|
|
||
Other current liabilities (MPLX: $130 and $81, respectively)
|
296
|
|
|
378
|
|
||
Total current liabilities
|
10,478
|
|
|
7,146
|
|
||
Long-term debt (MPLX: $6,945 and $4,422, respectively)
|
12,322
|
|
|
10,544
|
|
||
Deferred income taxes (MPLX: $5 and $6, respectively)
|
2,654
|
|
|
3,861
|
|
||
Defined benefit postretirement plan obligations
|
1,099
|
|
|
1,055
|
|
||
Deferred credits and other liabilities (MPLX: $230 and $189, respectively)
|
666
|
|
|
604
|
|
||
Total liabilities
|
27,219
|
|
|
23,210
|
|
||
Commitments and contingencies (see Note 25)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
1,000
|
|
|
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 – 734 million and 731 million shares (par value 0.01 per share, 1 billion shares authorized
)
|
7
|
|
|
7
|
|
||
Held in treasury, at cost – 248 million and 203 million shar
es
|
(9,869
|
)
|
|
(7,482
|
)
|
||
Additional paid-in capital
|
11,262
|
|
|
11,060
|
|
||
Retained earnings
|
12,864
|
|
|
10,206
|
|
||
Accumulated other comprehensive loss
|
(231
|
)
|
|
(234
|
)
|
||
Total MPC stockholders’ equity
|
14,033
|
|
|
13,557
|
|
||
Noncontrolling interests
|
6,795
|
|
|
6,646
|
|
||
Total equity
|
20,828
|
|
|
20,203
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
49,047
|
|
|
$
|
44,413
|
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,804
|
|
|
$
|
1,213
|
|
|
$
|
2,868
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred financing costs and debt discount
|
64
|
|
|
61
|
|
|
16
|
|
|||
Impairment expense
|
—
|
|
|
130
|
|
|
144
|
|
|||
Depreciation and amortization
|
2,114
|
|
|
2,001
|
|
|
1,502
|
|
|||
Inventory market valuation adjustment
|
—
|
|
|
(370
|
)
|
|
370
|
|
|||
Pension and other postretirement benefits, net
|
47
|
|
|
9
|
|
|
80
|
|
|||
Deferred income taxes
|
(1,233
|
)
|
|
394
|
|
|
134
|
|
|||
Net gain on disposal of assets
|
(10
|
)
|
|
(32
|
)
|
|
(7
|
)
|
|||
(Income) loss from equity method in
vestments
|
(306
|
)
|
|
185
|
|
|
(88
|
)
|
|||
Distributions from equity method investments
|
388
|
|
|
291
|
|
|
113
|
|
|||
Changes in the fair value of derivative instruments
|
116
|
|
|
(41
|
)
|
|
4
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Current receivables
|
(1,093
|
)
|
|
(674
|
)
|
|
1,292
|
|
|||
Inventories
|
106
|
|
|
(70
|
)
|
|
80
|
|
|||
Current accounts payable and accrued liabilities
|
2,814
|
|
|
985
|
|
|
(2,400
|
)
|
|||
All other, net
|
(202
|
)
|
|
(87
|
)
|
|
(35
|
)
|
|||
Net cash provided by operating activities
|
6,609
|
|
|
3,995
|
|
|
4,073
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(2,732
|
)
|
|
(2,892
|
)
|
|
(1,998
|
)
|
|||
Acquisitions, net of cash acquired
|
(249
|
)
|
|
—
|
|
|
(1,218
|
)
|
|||
Disposal of assets
|
79
|
|
|
101
|
|
|
21
|
|
|||
Investments – acquisitions, loans and contributions
|
(805
|
)
|
|
(288
|
)
|
|
(331
|
)
|
|||
– redemptions, repayments and return of capital
|
65
|
|
|
26
|
|
|
4
|
|
|||
All other, net
|
248
|
|
|
112
|
|
|
81
|
|
|||
Net cash used in investing activities
|
(3,394
|
)
|
|
(2,941
|
)
|
|
(3,441
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Commercial paper – issued
|
300
|
|
|
1,263
|
|
|
—
|
|
|||
– repayments
|
(300
|
)
|
|
(1,263
|
)
|
|
—
|
|
|||
Long-term debt – borrowings
|
2,911
|
|
|
864
|
|
|
2,993
|
|
|||
– repayments
|
(642
|
)
|
|
(2,269
|
)
|
|
(2,226
|
)
|
|||
Debt issuance costs
|
(33
|
)
|
|
(11
|
)
|
|
(21
|
)
|
|||
Issuance of common stock
|
46
|
|
|
11
|
|
|
33
|
|
|||
Common stock repurchased
|
(2,372
|
)
|
|
(197
|
)
|
|
(965
|
)
|
|||
Dividends paid
|
(773
|
)
|
|
(719
|
)
|
|
(613
|
)
|
|||
Issuance of MPLX LP common units
|
473
|
|
|
776
|
|
|
—
|
|
|||
Issuance of MPLX LP redeemable preferred units
|
—
|
|
|
984
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(694
|
)
|
|
(542
|
)
|
|
(40
|
)
|
|||
Contributions from noncontrolling interests
|
129
|
|
|
6
|
|
|
—
|
|
|||
Contingent consideration payment
|
(89
|
)
|
|
(164
|
)
|
|
(175
|
)
|
|||
All other, net
|
(47
|
)
|
|
(33
|
)
|
|
15
|
|
|||
Net cash used in financing activities
|
(1,091
|
)
|
|
(1,294
|
)
|
|
(999
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
2,124
|
|
|
(240
|
)
|
|
(367
|
)
|
|||
Cash and cash equivalents at beginning of period
|
887
|
|
|
1,127
|
|
|
1,494
|
|
|||
Cash and cash equivalents at end of period
|
$
|
3,011
|
|
|
$
|
887
|
|
|
$
|
1,127
|
|
|
MPC Stockholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Non-controlling
Interests |
|
Total
Equity |
|
Redeemable Non-controlling Interest
|
||||||||||||||||
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
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
||||||||
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
|
|
||||||||
Balance as of December 31, 2016
|
$
|
7
|
|
|
$
|
(7,482
|
)
|
|
$
|
11,060
|
|
|
$
|
10,206
|
|
|
$
|
(234
|
)
|
|
$
|
6,646
|
|
|
$
|
20,203
|
|
|
$
|
1,000
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,432
|
|
|
—
|
|
|
307
|
|
|
3,739
|
|
|
65
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(774
|
)
|
|
—
|
|
|
—
|
|
|
(774
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(629
|
)
|
|
(629
|
)
|
|
(65
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
129
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
(2,372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,372
|
)
|
|
—
|
|
||||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(15
|
)
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
54
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|
444
|
|
|
—
|
|
||||||||
Balance as of December 31, 2017
|
$
|
7
|
|
|
$
|
(9,869
|
)
|
|
$
|
11,262
|
|
|
$
|
12,864
|
|
|
$
|
(231
|
)
|
|
$
|
6,795
|
|
|
$
|
20,828
|
|
|
$
|
1,000
|
|
(Shares in millions)
|
Common
Stock |
|
Treasury
Stock |
||
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
|
)
|
Shares repurchased
|
—
|
|
|
(44
|
)
|
Shares issued (returned) - stock-based compensation
|
3
|
|
|
(1
|
)
|
Balance as of December 31, 2017
|
734
|
|
|
(248
|
)
|
1
.
|
Description of the Business and Basis of Presentation
|
2
.
|
Summary of Principal Accounting Policies
|
3
.
|
Accounting Standards
|
4
.
|
MPLX LP
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Transfers (to) from noncontrolling interest
|
|
|
|
|
|
||||||
Changes due to the issuance of MPLX LP common units to the public
|
$
|
25
|
|
|
$
|
(60
|
)
|
|
$
|
1,532
|
|
Changes due to the issuance of MPLX LP common units and general partner units to MPC
|
114
|
|
|
121
|
|
|
—
|
|
|||
Net transfers (to) from noncontrolling interests
|
139
|
|
|
61
|
|
|
1,532
|
|
|||
Tax impact
|
(29
|
)
|
|
(118
|
)
|
|
(404
|
)
|
|||
Increase (decrease) in MPC's additional paid-in capital, net of tax
|
$
|
110
|
|
|
$
|
(57
|
)
|
|
1,128
|
|
5
.
|
Acquisitions and Investments
|
(In millions)
|
2017
|
||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
38
|
|
Income from operations
|
20
|
|
(In millions)
|
2015
|
||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
120
|
|
Income from operations
|
32
|
|
(In millions, except per share data)
|
2015
|
||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
73,760
|
|
Net income attributable to MPC
|
2,825
|
|
|
Net income attributable to MPC per share – basic
|
$
|
5.25
|
|
Net income attributable to MPC per share – diluted
|
5.21
|
|
6
.
|
Variable Interest Entities
|
7
.
|
Related Party Transactions
|
•
|
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.
|
•
|
Illinois Extension Pipeline Company, LLC (“Illinois Extension Pipeline”), in which we have a
35 percent
noncontrolling interest. Illinois Extension Pipeline owns and operates the Southern Access Extension (“SAX”) crude oil pipeline.
|
•
|
LOCAP, in which we have a
59 percent
noncontrolling interest. LOCAP owns and operates a crude oil pipeline.
|
•
|
LOOP, in which we have a
51 percent
noncontrolling interest. LOOP owns and operates the only U.S. deepwater crude oil port.
|
•
|
MarkWest Utica EMG, in which we have a
56 percent
noncontrolling interest. MarkWest Utica EMG is engaged in natural gas processing and NGL fractionation, transportation and marketing in 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 and operates travel plazas primarily in the Southeast region of the United States.
|
•
|
Sherwood Midstream, in which we have a
50 percent
noncontrolling interest. Sherwood Midstream supports the development of Antero Resources Corporation’s Marcellus Shale acreage in West Virginia.
|
•
|
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
|
•
|
Other equity method investees.
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
PFJ Southeast
|
$
|
619
|
|
|
$
|
56
|
|
|
$
|
—
|
|
Other equity method investees
|
10
|
|
|
6
|
|
|
6
|
|
|||
Total
|
$
|
629
|
|
|
$
|
62
|
|
|
$
|
6
|
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
MarkWest Utica EMG
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Ohio Gathering
|
16
|
|
|
15
|
|
|
2
|
|
|||
Sherwood Midstream
|
8
|
|
|
—
|
|
|
—
|
|
|||
Other equity method investees
|
11
|
|
|
10
|
|
|
2
|
|
|||
Total
|
$
|
52
|
|
|
$
|
41
|
|
|
$
|
4
|
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Crowley Blue Water Partners
|
$
|
60
|
|
|
$
|
37
|
|
|
$
|
—
|
|
Crowley Ocean Partners
|
79
|
|
|
52
|
|
|
6
|
|
|||
Illinois Extension Pipeline
|
100
|
|
|
110
|
|
|
4
|
|
|||
LOCAP
|
22
|
|
|
23
|
|
|
23
|
|
|||
LOOP
|
71
|
|
|
59
|
|
|
52
|
|
|||
TAAE
|
72
|
|
|
41
|
|
|
52
|
|
|||
TACE
|
44
|
|
|
59
|
|
|
54
|
|
|||
TAME
|
76
|
|
|
93
|
|
|
87
|
|
|||
Other equity method investees
|
46
|
|
|
35
|
|
|
30
|
|
|||
Total
|
$
|
570
|
|
|
$
|
509
|
|
|
$
|
308
|
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
PFJ Southeast
|
$
|
28
|
|
|
$
|
40
|
|
Other equity method investees
|
8
|
|
|
5
|
|
||
Total
|
$
|
36
|
|
|
$
|
45
|
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Illinois Extension Pipeline
|
$
|
8
|
|
|
$
|
9
|
|
LOOP
|
3
|
|
|
6
|
|
||
MarkWest Utica EMG
|
29
|
|
|
24
|
|
||
Ohio Gathering
|
9
|
|
|
—
|
|
||
Sherwood Midstream
|
8
|
|
|
—
|
|
||
Other equity method investees
|
12
|
|
|
14
|
|
||
Total
|
$
|
69
|
|
|
$
|
53
|
|
8
.
|
Income per Common Share
|
(In millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
3,432
|
|
|
$
|
1,174
|
|
|
$
|
2,852
|
|
Income allocated to participating securities
|
2
|
|
|
1
|
|
|
4
|
|
|||
Income available to common stockholders – basic
|
$
|
3,430
|
|
|
$
|
1,173
|
|
|
$
|
2,848
|
|
Weighted average common shares outstanding
|
507
|
|
|
528
|
|
|
538
|
|
|||
Basic earnings per share
|
$
|
6.76
|
|
|
$
|
2.22
|
|
|
$
|
5.29
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
3,432
|
|
|
$
|
1,174
|
|
|
$
|
2,852
|
|
Income allocated to participating securities
|
2
|
|
|
1
|
|
|
4
|
|
|||
Income available to common stockholders – diluted
|
$
|
3,430
|
|
|
$
|
1,173
|
|
|
$
|
2,848
|
|
Weighted average common shares outstanding
|
507
|
|
|
528
|
|
|
538
|
|
|||
Effect of dilutive securities
|
5
|
|
|
2
|
|
|
4
|
|
|||
Weighted average common shares, including dilutive effect
|
512
|
|
|
530
|
|
|
542
|
|
|||
Diluted earnings per share
|
$
|
6.70
|
|
|
$
|
2.21
|
|
|
$
|
5.26
|
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
|||
Shares issued under stock-based compensation plans
|
1
|
|
|
3
|
|
|
1
|
|
9
.
|
Equity
|
(In millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Number of shares repurchased
|
44
|
|
|
4
|
|
|
19
|
|
|||
Cash paid for shares repurchased
|
$
|
2,372
|
|
|
$
|
197
|
|
|
$
|
965
|
|
Average cost per share
|
$
|
53.85
|
|
|
$
|
41.84
|
|
|
$
|
50.31
|
|
10
.
|
Segment Information
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our
six
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 pipeline and marine transportation, terminal and storage services provided by our Midstream segment. 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 – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs; and transports and stores crude oil and refined products principally for the Refining & Marketing segment via pipelines, terminals, towboats and barges. The Midstream segment primarily reflects the results of MPLX, our sponsored master limited partnership.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
52,761
|
|
|
$
|
19,021
|
|
|
$
|
2,322
|
|
|
$
|
74,104
|
|
Intersegment
(a)
|
11,309
|
|
|
4
|
|
|
1,443
|
|
|
12,756
|
|
||||
Related party
|
621
|
|
|
8
|
|
|
—
|
|
|
629
|
|
||||
Segment revenues
|
$
|
64,691
|
|
|
$
|
19,033
|
|
|
$
|
3,765
|
|
|
$
|
87,489
|
|
Segment income from operations
|
$
|
2,321
|
|
|
$
|
732
|
|
|
$
|
1,339
|
|
|
$
|
4,392
|
|
Income from equity method investments
(b)
|
17
|
|
|
69
|
|
|
197
|
|
|
283
|
|
||||
Depreciation and amortization
(b)
|
1,082
|
|
|
275
|
|
|
699
|
|
|
2,056
|
|
||||
Capital expenditures and investments
(c)(d)
|
832
|
|
|
381
|
|
|
2,505
|
|
|
3,718
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
43,167
|
|
|
$
|
18,282
|
|
|
$
|
1,828
|
|
|
$
|
63,277
|
|
Intersegment
(a)
|
10,589
|
|
|
3
|
|
|
1,262
|
|
|
11,854
|
|
||||
Related party
|
61
|
|
|
1
|
|
|
—
|
|
|
62
|
|
||||
Segment revenues
|
$
|
53,817
|
|
|
$
|
18,286
|
|
|
$
|
3,090
|
|
|
$
|
75,193
|
|
Segment income from operations
(e)
|
$
|
1,357
|
|
|
$
|
734
|
|
|
$
|
1,048
|
|
|
$
|
3,139
|
|
Income from equity method investments
(b)
|
24
|
|
|
5
|
|
|
142
|
|
|
171
|
|
||||
Depreciation and amortization
(b)
|
1,063
|
|
|
273
|
|
|
605
|
|
|
1,941
|
|
||||
Capital expenditures and investments
(c)
|
1,054
|
|
|
303
|
|
|
1,568
|
|
|
2,925
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
52,168
|
|
|
$
|
19,690
|
|
|
$
|
187
|
|
|
$
|
72,045
|
|
Intersegment
(a)
|
12,024
|
|
|
3
|
|
|
930
|
|
|
12,957
|
|
||||
Related party
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Segment revenues
|
$
|
64,198
|
|
|
$
|
19,693
|
|
|
$
|
1,117
|
|
|
$
|
85,008
|
|
Segment income from operations
(e)(f)
|
$
|
3,997
|
|
|
$
|
673
|
|
|
$
|
463
|
|
|
$
|
5,133
|
|
Income from equity method investments
|
26
|
|
|
—
|
|
|
62
|
|
|
88
|
|
||||
Depreciation and amortization
(b)
|
1,052
|
|
|
254
|
|
|
144
|
|
|
1,450
|
|
||||
Capital expenditures and investments
(c)(g)
|
1,045
|
|
|
501
|
|
|
14,545
|
|
|
16,091
|
|
(a)
|
Management believes intersegment transactions were conducted under terms comparable to those with unaffiliated parties.
|
(b)
|
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.
|
(c)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(d)
|
In 2017, the Midstream segment includes
$220 million
for the acquisition of the Ozark pipeline and an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system. See Note
5
.
|
(e)
|
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.
|
(f)
|
Included in the
Midstream
segment for 2015 are
$36 million
of transaction costs related to the MarkWest Merger.
|
(g)
|
The
Midstream
segment includes
$13.85 billion
for the MarkWest Merger.
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Segment income from operations
|
$
|
4,392
|
|
|
$
|
3,139
|
|
|
$
|
5,133
|
|
Items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and other unallocated items
(a)
|
(365
|
)
|
|
(268
|
)
|
|
(293
|
)
|
|||
Pension settlement expenses
(b)
|
(52
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|||
Litigation
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||
Impairments
(c)
|
23
|
|
|
(486
|
)
|
|
(144
|
)
|
|||
Net interest and other financial income (costs)
|
(625
|
)
|
|
(556
|
)
|
|
(318
|
)
|
|||
Income before income taxes
|
$
|
3,344
|
|
|
$
|
1,822
|
|
|
$
|
4,374
|
|
(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
for further information.
|
(c)
|
2017 includes MPC’s share of gains related to the sale of assets remaining from the Sandpiper pipeline project. 2016 includes impairments of goodwill and equity method investments. 2015 relates to the cancellation of the ROUX project at our Garyville refinery. See Notes
16
and
17
.
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Segment capital expenditures and investments
|
$
|
3,718
|
|
|
$
|
2,925
|
|
|
$
|
16,091
|
|
Less investments in equity method investees
(a)
|
805
|
|
|
431
|
|
|
2,788
|
|
|||
Plus items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and Other
|
83
|
|
|
81
|
|
|
155
|
|
|||
Capitalized interest
|
55
|
|
|
63
|
|
|
37
|
|
|||
Total capital expenditures
(b)
|
$
|
3,051
|
|
|
$
|
2,638
|
|
|
$
|
13,495
|
|
(a)
|
2017 includes an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system. 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
related to 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)
|
2017
|
|
2016
|
|
2015
|
||||||
Refined products
|
$
|
63,846
|
|
|
$
|
54,450
|
|
|
$
|
63,738
|
|
Merchandise
|
5,174
|
|
|
5,297
|
|
|
5,188
|
|
|||
Crude oil and refinery feedstocks
|
3,403
|
|
|
2,038
|
|
|
2,718
|
|
|||
Service, transportation and other
|
1,681
|
|
|
1,492
|
|
|
401
|
|
|||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
74,104
|
|
|
$
|
63,277
|
|
|
$
|
72,045
|
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Refining & Marketing
|
$
|
17,537
|
|
|
$
|
17,601
|
|
Speedway
|
5,563
|
|
|
5,426
|
|
||
Midstream
|
19,937
|
|
|
18,516
|
|
||
Corporate and Other
|
6,010
|
|
|
2,870
|
|
||
Total consolidated assets
|
$
|
49,047
|
|
|
$
|
44,413
|
|
11
.
|
Other Items
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
$
|
27
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Interest expense
(a)
|
(688
|
)
|
|
(602
|
)
|
|
(325
|
)
|
|||
Interest capitalized
|
63
|
|
|
64
|
|
|
37
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Other financial costs
(b)
|
(27
|
)
|
|
(24
|
)
|
|
(31
|
)
|
|||
Net interest and other financial income (costs)
|
$
|
(625
|
)
|
|
$
|
(556
|
)
|
|
$
|
(318
|
)
|
(a)
|
Includes
$46 million
,
$44 million
and
$1 million
for
2017
,
2016
and
2015
, respectively, for the amortization of the discount related to the difference between the fair value and the principal amount of assumed MarkWest debt.
|
(b)
|
2015 includes
$6 million
of transaction costs related to the MarkWest Merger.
|
12
.
|
Income Taxes
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
(In millions)
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
$
|
681
|
|
|
$
|
(1,270
|
)
|
|
$
|
(589
|
)
|
|
$
|
189
|
|
|
$
|
336
|
|
|
$
|
525
|
|
|
$
|
1,210
|
|
|
$
|
134
|
|
|
$
|
1,344
|
|
State and local
|
98
|
|
|
33
|
|
|
131
|
|
|
27
|
|
|
57
|
|
|
84
|
|
|
152
|
|
|
9
|
|
|
161
|
|
|||||||||
Foreign
|
(6
|
)
|
|
4
|
|
|
(2
|
)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
10
|
|
|
(9
|
)
|
|
1
|
|
|||||||||
Total
|
$
|
773
|
|
|
$
|
(1,233
|
)
|
|
$
|
(460
|
)
|
|
$
|
215
|
|
|
$
|
394
|
|
|
$
|
609
|
|
|
$
|
1,372
|
|
|
$
|
134
|
|
|
$
|
1,506
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Statutory rate applied to income before income taxes
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local income taxes, net of federal income tax effects
|
2
|
|
|
3
|
|
|
2
|
|
Domestic manufacturing deduction
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
Noncontrolling interests
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
Biodiesel excise tax credit
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
TCJA legislation
|
(45
|
)
|
|
—
|
|
|
—
|
|
Other
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
Provision for income taxes
|
(14
|
)%
|
|
33
|
%
|
|
34
|
%
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
348
|
|
|
$
|
578
|
|
Environmental
|
16
|
|
|
34
|
|
||
Deferred revenue
|
21
|
|
|
31
|
|
||
Net operating loss carryforwards
|
12
|
|
|
23
|
|
||
Other
|
23
|
|
|
27
|
|
||
Total deferred tax assets
|
420
|
|
|
693
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
1,603
|
|
|
2,591
|
|
||
Inventories
|
473
|
|
|
707
|
|
||
Investments in subsidiaries and affiliates
|
912
|
|
|
1,145
|
|
||
Other
|
73
|
|
|
94
|
|
||
Total deferred tax liabilities
|
3,061
|
|
|
4,537
|
|
||
Net deferred tax liabilities
|
$
|
2,641
|
|
|
$
|
3,844
|
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Assets:
|
|
|
|
||||
Other noncurrent assets
|
$
|
13
|
|
|
$
|
17
|
|
Liabilities:
|
|
|
|
||||
Deferred income taxes
|
2,654
|
|
|
3,861
|
|
||
Net deferred tax liabilities
|
$
|
2,641
|
|
|
$
|
3,844
|
|
United States Federal
|
2010
|
-
|
2016
|
States
|
2008
|
-
|
2016
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
January 1 balance
|
$
|
7
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Additions for tax positions of prior years
|
13
|
|
|
6
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Settlements
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
December 31 balance
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
12
|
|
13
.
|
Inventories
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Crude oil and refinery feedstocks
|
$
|
2,056
|
|
|
$
|
2,208
|
|
Refined products
|
2,839
|
|
|
2,810
|
|
||
Materials and supplies
|
494
|
|
|
485
|
|
||
Merchandise
|
161
|
|
|
153
|
|
||
Total
|
$
|
5,550
|
|
|
$
|
5,656
|
|
14
.
|
Equity Method Investments
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
December 31,
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2017
|
|
2016
|
||||
Centennial
|
50%
|
|
$
|
35
|
|
|
$
|
35
|
|
Centrahoma Processing LLC
(a)
|
40%
|
|
121
|
|
|
104
|
|
||
Crowley Coastal Partners
|
50%
|
|
188
|
|
|
184
|
|
||
Explorer
(a)
|
25%
|
|
89
|
|
|
94
|
|
||
Illinois Extension Pipeline
(a)
|
35%
|
|
284
|
|
|
293
|
|
||
LOOP
(b)
|
51%
|
|
282
|
|
|
277
|
|
||
MarEn Bakken Company LLC
(a)
|
25%
|
|
520
|
|
|
—
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
(a)
|
67%
|
|
164
|
|
|
67
|
|
||
MarkWest Utica EMG
(a)
|
56%
|
|
2,139
|
|
|
2,224
|
|
||
PFJ Southeast
|
29%
|
|
328
|
|
|
283
|
|
||
Sherwood Midstream
(a)
|
50%
|
|
236
|
|
|
—
|
|
||
Sherwood Midstream Holdings LLC
(a)(c)
|
69%
|
|
165
|
|
|
—
|
|
||
TAAE
|
45%
|
|
39
|
|
|
33
|
|
||
TACE
|
61%
|
|
32
|
|
|
33
|
|
||
TAEI
(d)
|
—%
|
|
—
|
|
|
15
|
|
||
TAME
(d)
|
67%
|
|
33
|
|
|
18
|
|
||
Other MPLX investments
(a)
|
|
|
67
|
|
|
76
|
|
||
Other
|
|
|
65
|
|
|
91
|
|
||
Total
|
|
|
$
|
4,787
|
|
|
$
|
3,827
|
|
(a)
|
Ownership interest held by MPLX as of
December 31, 2017
.
|
(b)
|
MPLX held a
41 percent
ownership interest as of
December 31, 2017
.
|
(c)
|
Excludes Sherwood Midstream LLC’s investment in Sherwood Midstream Holdings LLC.
|
(d)
|
On January 1, 2017, we contributed our
34 percent
interest in TAEI to TAME in exchange for a
17 percent
in TAME.
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Income statement data:
|
|
|
|
|
|
||||||
Revenues and other income
|
$
|
6,235
|
|
|
$
|
2,421
|
|
|
$
|
1,390
|
|
Income (loss) from operations
|
1,075
|
|
|
(116
|
)
|
|
332
|
|
|||
Net income (loss)
|
922
|
|
|
(250
|
)
|
|
239
|
|
|||
Balance sheet data – December 31:
|
|
|
|
|
|
||||||
Current assets
|
$
|
860
|
|
|
$
|
711
|
|
|
|
||
Noncurrent assets
|
10,854
|
|
|
8,170
|
|
|
|
||||
Current liabilities
|
547
|
|
|
884
|
|
|
|
||||
Noncurrent liabilities
|
1,714
|
|
|
1,462
|
|
|
|
15
.
|
Property, Plant and Equipment
|
(In millions)
|
Estimated
Useful Lives
|
|
December 31,
|
||||||
2017
|
|
2016
(a)
|
|||||||
Refining & Marketing
|
4 - 30 years
|
|
$
|
19,490
|
|
|
$
|
18,590
|
|
Speedway
|
4 - 25 years
|
|
5,358
|
|
|
5,078
|
|
||
Midstream
|
3 - 49 years
|
|
14,898
|
|
|
13,521
|
|
||
Corporate and Other
|
4 - 40 years
|
|
792
|
|
|
817
|
|
||
Total
|
|
|
40,538
|
|
|
38,006
|
|
||
Less accumulated depreciation
|
|
|
14,095
|
|
|
12,241
|
|
||
Property, plant and equipment, net
|
|
|
$
|
26,443
|
|
|
$
|
25,765
|
|
(a)
|
Prior period balances have been recast in connection with the March 1, 2017 contribution of assets to MPLX. See Note
1
for additional information.
|
16
.
|
Goodwill and Intangibles
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Balance at January 1, 2016
|
$
|
539
|
|
|
$
|
853
|
|
|
$
|
2,627
|
|
|
$
|
4,019
|
|
Purchase price allocation adjustments
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
(241
|
)
|
||||
Disposition
(a)
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
||||
Transfer of assets related to dropdowns
(b)
|
(20
|
)
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
$
|
519
|
|
|
$
|
792
|
|
|
$
|
2,276
|
|
|
$
|
3,587
|
|
Disposition
(a)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Balance at December 31, 2017
|
$
|
519
|
|
|
$
|
791
|
|
|
$
|
2,276
|
|
|
$
|
3,586
|
|
(a)
|
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.
|
(b)
|
Prior period balances have been recast in connection with the March 1, 2017 contribution of assets to MPLX. See Note
1
for additional information.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Balance at December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Customer contracts and relationships
|
$
|
120
|
|
|
$
|
1
|
|
|
$
|
533
|
|
|
$
|
654
|
|
Royalty agreements
|
129
|
|
|
—
|
|
|
—
|
|
|
129
|
|
||||
Favorable lease contract terms
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||
Other
(a)
|
73
|
|
|
75
|
|
|
—
|
|
|
148
|
|
||||
Gross
|
$
|
322
|
|
|
$
|
132
|
|
|
$
|
533
|
|
|
$
|
987
|
|
Accumulated amortization
|
(143
|
)
|
|
(39
|
)
|
|
(79
|
)
|
|
(261
|
)
|
||||
Net
|
$
|
179
|
|
|
$
|
93
|
|
|
$
|
454
|
|
|
$
|
726
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(a)
|
The Refining & Marketing and Speedway segments include unamortized intangible assets of
$48 million
and
$46 million
, respectively, which are primarily emission allowance credits and trademarks.
|
17
.
|
Fair Value Measurements
|
|
December 31, 2017
|
||||||||||||||||||||||
|
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
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
9
|
|
|
$
|
8
|
|
Other assets
|
3
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
3
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
12
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(126
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
(126
|
)
|
|
$
|
66
|
|
|
$
|
—
|
|
|
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
|
|
|
$
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
December 31, 2017
, cash collateral of
$8 million
was netted with mark-to-market derivative liabilities. As of
December 31, 2016
, cash collateral of
$24 million
was netted with mark-to-market derivative liabilities.
|
(b)
|
We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.
|
(c)
|
Includes
$12 million
and
$13 million
classified as current as of
December 31, 2017
and
2016
, respectively.
|
(d)
|
Includes
$130 million
classified as current as of
December 31, 2016
.
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
$
|
190
|
|
|
$
|
342
|
|
|
$
|
478
|
|
Contingent consideration payment
(a)
|
(131
|
)
|
|
(200
|
)
|
|
(189
|
)
|
|||
Net derivative positions assumed - MarkWest Merger
|
—
|
|
|
—
|
|
|
31
|
|
|||
Unrealized and realized losses included in net income
|
25
|
|
|
55
|
|
|
20
|
|
|||
Settlements of derivative instruments
|
(18
|
)
|
|
(7
|
)
|
|
2
|
|
|||
Ending balance
|
$
|
66
|
|
|
$
|
190
|
|
|
$
|
342
|
|
|
|
|
|
|
|
||||||
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
|
$
|
8
|
|
|
$
|
32
|
|
|
$
|
(7
|
)
|
Contingent consideration agreement
|
1
|
|
|
13
|
|
|
28
|
|
|||
Total
|
$
|
9
|
|
|
$
|
45
|
|
|
$
|
21
|
|
(a)
|
On the consolidated statements of cash flows for 2017, 2016, and 2015,
$89 million
,
$164 million
and
$175 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,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||||||
Equity method investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
29
|
|
|
$
|
2
|
|
|
$
|
25
|
|
|
$
|
2
|
|
Other
|
17
|
|
|
17
|
|
|
21
|
|
|
21
|
|
||||
Total financial assets
|
$
|
46
|
|
|
$
|
19
|
|
|
$
|
46
|
|
|
$
|
23
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
$
|
13,893
|
|
|
$
|
12,642
|
|
|
$
|
10,892
|
|
|
$
|
10,297
|
|
Deferred credits and other liabilities
|
122
|
|
|
109
|
|
|
121
|
|
|
109
|
|
||||
Total financial liabilities
|
$
|
14,015
|
|
|
$
|
12,751
|
|
|
$
|
11,013
|
|
|
$
|
10,406
|
|
(a)
|
Excludes capital leases and debt issuance costs, however, includes amount classified as debt due within one year.
|
18
.
|
Derivatives
|
(In millions)
|
December 31, 2017
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
127
|
|
|
$
|
126
|
|
Other current liabilities
(a)
|
—
|
|
|
14
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
52
|
|
(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
|
|
(a)
|
Includes embedded derivatives.
|
|
Position
|
|
Total Barrels
(In thousands) |
|
Crude Oil
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
23,299
|
|
Exchange-traded
|
Short
|
|
(25,199
|
)
|
(a )
|
99.8 percent
of the exchange-traded contracts expire in the first quarter of
2018
.
|
|
Position
|
|
Total Gallons
(In thousands)
|
|
Refined Products
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
257,460
|
|
Exchange-traded
|
Short
|
|
(236,460
|
)
|
OTC
|
Short
|
|
(9,587
|
)
|
(a )
|
100 percent
of the exchange-traded contracts expire in the first quarter of
2018
.
|
19
.
|
Debt
|
|
December 31,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Commercial paper
|
$
|
—
|
|
|
$
|
—
|
|
364-day bank revolving credit facility due July 2018
|
—
|
|
|
—
|
|
||
Trade receivables securitization facility due July 2019
|
—
|
|
|
—
|
|
||
Bank revolving credit facility due 2022
|
—
|
|
|
—
|
|
||
Term loan agreement due 2019
|
—
|
|
|
200
|
|
||
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
|
|
||
Capital lease obligations due 2018-2033
|
356
|
|
|
311
|
|
||
MPLX LP:
|
|
|
|
||||
MPLX term loan facility due 2019
|
—
|
|
|
250
|
|
||
MPLX bank revolving credit facility due 2022
|
505
|
|
|
—
|
|
||
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
|
|
||
MPLX senior notes, 4.125%, due March 2027
|
1,250
|
|
|
—
|
|
||
MPLX senior notes, 5.200%, due March 2047
|
1,000
|
|
|
—
|
|
||
MPLX capital lease obligations due 2020
|
7
|
|
|
8
|
|
||
Total
|
13,418
|
|
|
11,069
|
|
||
Unamortized debt issuance costs
|
(59
|
)
|
|
(44
|
)
|
||
Unamortized discount
(a)
|
(413
|
)
|
|
(453
|
)
|
||
Amounts due within one year
|
(624
|
)
|
|
(28
|
)
|
||
Total long-term debt due after one year
|
$
|
12,322
|
|
|
$
|
10,544
|
|
(a)
|
Includes
$374 million
and
$420 million
unamortized discount as of
December 31, 2017
and
December 31, 2016
, respectively, related to the difference at the time of the acquisition between the fair value and the principal amount of assumed MarkWest debt.
|
20
.
|
Supplemental Cash Flow Information
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities included:
|
|
|
|
|
|
||||||
Interest paid (net of amounts capitalized)
|
$
|
525
|
|
|
$
|
478
|
|
|
$
|
272
|
|
Net income taxes paid to taxing authorities
|
904
|
|
|
140
|
|
|
1,605
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital lease obligations increase
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Contribution of assets to joint venture
(a)
|
337
|
|
|
273
|
|
|
—
|
|
|||
Intangible asset acquired
(b)
|
45
|
|
|
—
|
|
|
—
|
|
|||
Property, plant and equipment sold
|
—
|
|
|
—
|
|
|
5
|
|
|||
Property, plant and equipment acquired
|
—
|
|
|
—
|
|
|
5
|
|
|||
Acquisition:
|
|
|
|
|
|
||||||
Fair value of MPLX units issued
(c)
|
—
|
|
|
—
|
|
|
7,326
|
|
|||
Payable to MPLX Class B unitholders
|
—
|
|
|
—
|
|
|
50
|
|
(a)
|
2017 includes MPLX’s contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings.
2016 includes
Speedway’s contribution of travel plaza locations to new joint venture with Pilot Flying J. See Note
5
.
|
(b)
|
See Note
16
for further information.
|
(c)
|
See Note
5
for further information.
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
2,732
|
|
|
$
|
2,892
|
|
|
$
|
1,998
|
|
Non-cash additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
5
|
|
|||
Asset retirement expenditures
(a)
|
2
|
|
|
6
|
|
|
1
|
|
|||
Increase (decrease) in capital accruals
|
67
|
|
|
(127
|
)
|
|
94
|
|
|||
Total capital expenditures before acquisitions
|
2,801
|
|
|
2,771
|
|
|
2,098
|
|
|||
Acquisitions
(b)
|
250
|
|
|
(133
|
)
|
|
11,397
|
|
|||
Total capital expenditures
|
$
|
3,051
|
|
|
$
|
2,638
|
|
|
$
|
13,495
|
|
(a)
|
Included in All other, net – Operating activities on the consolidated statements of cash flows.
|
(b)
|
2017 reflects primarily the acquisition of the Ozark pipeline. 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 acquisition numbers above include property, plant and equipment, intangibles and goodwill.
|
(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 (loss) 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
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2016
|
$
|
(233
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(234
|
)
|
Other comprehensive income before reclassifications
|
12
|
|
|
(38
|
)
|
|
|
|
|
3
|
|
|
(23
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(39
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||
– actuarial loss
(a)
|
36
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
– settlement loss
(a)
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Other
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Tax effect
|
(18
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Other comprehensive income (loss)
|
43
|
|
|
(41
|
)
|
|
—
|
|
|
1
|
|
|
3
|
|
|||||
Balance as of December 31, 2017
|
$
|
(190
|
)
|
|
$
|
(48
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(231
|
)
|
(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)
|
2017
|
|
2016
|
||||
Projected benefit obligations
|
$
|
2,164
|
|
|
$
|
2,024
|
|
Accumulated benefit obligations
|
2,008
|
|
|
1,914
|
|
||
Fair value of plan assets
|
1,840
|
|
|
1,659
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
$
|
2,024
|
|
|
$
|
1,997
|
|
|
$
|
740
|
|
|
$
|
800
|
|
Service cost
|
132
|
|
|
114
|
|
|
25
|
|
|
32
|
|
||||
Interest cost
|
75
|
|
|
73
|
|
|
30
|
|
|
35
|
|
||||
Actuarial (gain) loss
|
150
|
|
|
15
|
|
|
61
|
|
|
(101
|
)
|
||||
Benefits paid
|
(217
|
)
|
|
(175
|
)
|
|
(30
|
)
|
|
(26
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligations at December 31
|
2,164
|
|
|
2,024
|
|
|
826
|
|
|
740
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
1,659
|
|
|
1,570
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
270
|
|
|
145
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
128
|
|
|
119
|
|
|
30
|
|
|
26
|
|
||||
Benefits paid from plan assets
|
(217
|
)
|
|
(175
|
)
|
|
(30
|
)
|
|
(26
|
)
|
||||
Fair value of plan assets at December 31
|
1,840
|
|
|
1,659
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans at December 31
|
$
|
(324
|
)
|
|
$
|
(365
|
)
|
|
$
|
(826
|
)
|
|
$
|
(740
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
|
$
|
(33
|
)
|
|
$
|
(32
|
)
|
Noncurrent liabilities
|
(306
|
)
|
|
(347
|
)
|
|
(793
|
)
|
|
(708
|
)
|
||||
Accrued benefit cost
|
$
|
(324
|
)
|
|
$
|
(365
|
)
|
|
$
|
(826
|
)
|
|
$
|
(740
|
)
|
Pretax amounts recognized in accumulated other comprehensive loss:
(a)
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
537
|
|
|
$
|
645
|
|
|
$
|
80
|
|
|
$
|
17
|
|
Prior service credit
|
(238
|
)
|
|
(276
|
)
|
|
(3
|
)
|
|
(6
|
)
|
(a)
|
Amounts exclude those related to LOOP and Explorer, equity method investees with defined benefit pension and postretirement plans for which net losses of
$17 million
and less than
$1 million
were recorded in accumulated other comprehensive loss in
2017
, reflecting our ownership share.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
132
|
|
|
$
|
114
|
|
|
$
|
101
|
|
|
$
|
25
|
|
|
$
|
32
|
|
|
$
|
31
|
|
Interest cost
|
75
|
|
|
73
|
|
|
71
|
|
|
30
|
|
|
35
|
|
|
32
|
|
||||||
Expected return on plan assets
|
(100
|
)
|
|
(98
|
)
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization – prior service credit
|
(39
|
)
|
|
(46
|
)
|
|
(46
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||||
– actuarial loss
|
36
|
|
|
38
|
|
|
51
|
|
|
(2
|
)
|
|
2
|
|
|
8
|
|
||||||
– settlement loss
|
52
|
|
|
7
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
(a)
|
$
|
156
|
|
|
$
|
88
|
|
|
$
|
83
|
|
|
$
|
50
|
|
|
$
|
66
|
|
|
$
|
67
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gain) loss
|
$
|
(20
|
)
|
|
$
|
(33
|
)
|
|
$
|
69
|
|
|
$
|
61
|
|
|
$
|
(101
|
)
|
|
$
|
(63
|
)
|
Prior service cost
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Amortization of actuarial loss
|
(88
|
)
|
|
(45
|
)
|
|
(55
|
)
|
|
2
|
|
|
(2
|
)
|
|
(8
|
)
|
||||||
Amortization of prior service cost
|
39
|
|
|
46
|
|
|
46
|
|
|
3
|
|
|
3
|
|
|
4
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive loss
|
$
|
(69
|
)
|
|
$
|
(32
|
)
|
|
$
|
60
|
|
|
$
|
66
|
|
|
$
|
(100
|
)
|
|
$
|
(54
|
)
|
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
87
|
|
|
$
|
56
|
|
|
$
|
143
|
|
|
$
|
116
|
|
|
$
|
(34
|
)
|
|
$
|
13
|
|
(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
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.55
|
%
|
|
3.90
|
%
|
|
4.00
|
%
|
|
3.70
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
5.00
|
%
|
|
3.70
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
3.70
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.85
|
%
|
|
3.80
|
%
|
|
3.70
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
|
4.30
|
%
|
Expected long-term return on plan assets
|
6.50
|
%
|
|
6.50
|
%
|
|
6.75
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
5.00
|
%
|
|
3.70
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
3.70
|
%
|
|
December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Health care cost trend rate assumed for the following year:
|
|
|
|
|
|
|||
Medical: Pre-65
|
6.75
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
Prescription drugs
|
8.75
|
%
|
|
9.00
|
%
|
|
7.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate):
|
|
|
|
|
|
|||
Medical: Pre-65
|
4.50
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
Prescription drugs
|
4.50
|
%
|
|
4.50
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate:
|
|
|
|
|
|
|||
Medical: Pre-65
|
2026
|
|
|
2026
|
|
|
2021
|
|
Prescription drugs
|
2026
|
|
|
2026
|
|
|
2021
|
|
|
1-Percentage-
|
|
1-Percentage-
|
||||
(In millions)
|
Point Increase
|
|
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
5
|
|
|
$
|
(4
|
)
|
Effect on other postretirement benefit obligations
|
38
|
|
|
(33
|
)
|
|
December 31, 2017
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||
Mutual funds
|
227
|
|
|
—
|
|
|
—
|
|
|
227
|
|
||||
Pooled funds
|
—
|
|
|
507
|
|
|
—
|
|
|
507
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
—
|
|
|
673
|
|
|
1
|
|
|
674
|
|
||||
Government
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
||||
Pooled funds
|
—
|
|
|
176
|
|
|
—
|
|
|
176
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
34
|
|
|
34
|
|
||||
Other
|
2
|
|
|
2
|
|
|
19
|
|
|
23
|
|
||||
Total investments, at fair value
|
$
|
265
|
|
|
$
|
1,470
|
|
|
$
|
105
|
|
|
$
|
1,840
|
|
|
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
|
|
|
2017
|
||||||||||||||
(In millions)
|
Private Equity
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
60
|
|
|
$
|
39
|
|
|
$
|
19
|
|
|
$
|
118
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
11
|
|
|
3
|
|
|
—
|
|
|
14
|
|
||||
Unrealized
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Purchases
|
2
|
|
|
1
|
|
|
1
|
|
|
4
|
|
||||
Sales
|
(21
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(31
|
)
|
||||
Ending balance
|
$
|
51
|
|
|
$
|
34
|
|
|
$
|
20
|
|
|
$
|
105
|
|
|
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
|
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
||||
2018
|
$
|
176
|
|
|
$
|
33
|
|
2019
|
183
|
|
|
36
|
|
||
2020
|
161
|
|
|
38
|
|
||
2021
|
161
|
|
|
41
|
|
||
2022
|
158
|
|
|
42
|
|
||
2023 through 2027
|
790
|
|
|
229
|
|
•
|
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
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
2015
|
|
|
|||||||||
Central States, Southeast and Southwest Areas Pension Plan
(a)
|
|
366044243
|
|
Red
|
|
Red
|
|
Implemented
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
No
|
|
January 31, 2019
|
(a)
|
This agreement has a minimum contribution requirement of
$315
per week per employee for
2018
. A total of
282
employees participated in the plan as of
December 31, 2017
.
|
23
.
|
Stock-Based Compensation Plans
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Stock-based compensation expense
|
$
|
51
|
|
|
$
|
45
|
|
|
$
|
42
|
|
Tax benefit recognized on stock-based compensation expense
|
19
|
|
|
17
|
|
|
16
|
|
|||
Cash received by MPC upon exercise of stock option awards
|
46
|
|
|
10
|
|
|
33
|
|
|||
Tax benefit received for tax deductions for stock awards exercised
|
25
|
|
|
4
|
|
|
26
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average exercise price per share
|
$
|
50.57
|
|
|
$
|
35.27
|
|
|
$
|
50.85
|
|
Expected life in years
|
6.3
|
|
|
6.2
|
|
|
6.0
|
|
|||
Expected volatility
|
35
|
%
|
|
38
|
%
|
|
33
|
%
|
|||
Expected dividend yield
|
3.0
|
%
|
|
3.0
|
%
|
|
2.0
|
%
|
|||
Risk-free interest rate
|
2.1
|
%
|
|
1.4
|
%
|
|
1.7
|
%
|
|||
Weighted average grant date fair value of stock option awards granted
|
$
|
13.42
|
|
|
$
|
9.84
|
|
|
$
|
13.44
|
|
|
Number of
of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Terms (in years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Outstanding at December 31, 2016
|
9,531,440
|
|
|
$
|
28.93
|
|
|
|
|
|
||
Granted
|
1,214,112
|
|
|
50.57
|
|
|
|
|
|
|||
Exercised
|
(2,201,768
|
)
|
|
21.88
|
|
|
|
|
|
|||
Forfeited, canceled or expired
|
(78,386
|
)
|
|
41.97
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
8,465,398
|
|
|
33.74
|
|
|
|
|
|
|||
Vested and expected to vest at December 31, 2017
|
8,445,963
|
|
|
33.71
|
|
|
5.5
|
|
$
|
273
|
|
|
Exercisable at December 31, 2017
|
5,992,586
|
|
|
29.16
|
|
|
4.4
|
|
221
|
|
|
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, 2016
|
1,250,343
|
|
|
$
|
41.51
|
|
|
361,117
|
|
|
$
|
28.26
|
|
Granted
|
579,122
|
|
|
50.25
|
|
|
36,345
|
|
|
53.19
|
|
||
RS’s Vested/RSU’s Issued
|
(547,927
|
)
|
|
42.54
|
|
|
(98,548
|
)
|
|
29.49
|
|
||
Forfeited
|
(92,876
|
)
|
|
44.32
|
|
|
(13,750
|
)
|
|
50.20
|
|
||
Outstanding at December 31, 2017
|
1,188,662
|
|
|
45.07
|
|
|
285,164
|
|
|
29.95
|
|
|
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
|
||||||||
2017
|
$
|
28
|
|
|
$
|
50.25
|
|
|
$
|
5
|
|
|
$
|
53.19
|
|
2016
|
17
|
|
|
36.17
|
|
|
8
|
|
|
40.85
|
|
||||
2015
|
27
|
|
|
50.64
|
|
|
21
|
|
|
49.87
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2016
|
6,255,178
|
|
|
$
|
0.78
|
|
Granted
|
2,584,750
|
|
|
0.92
|
|
|
Exercised
|
(1,854,728
|
)
|
|
0.85
|
|
|
Canceled
|
(133,658
|
)
|
|
0.82
|
|
|
Outstanding at December 31, 2017
|
6,851,542
|
|
|
0.81
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Risk-free interest rate
|
1.5
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|||
Look-back period (in years)
|
2.8
|
|
|
2.8
|
|
|
2.8
|
|
|||
Expected volatility
|
36.1
|
%
|
|
34.2
|
%
|
|
30.4
|
%
|
|||
Grant date fair value of performance units granted
|
$
|
0.92
|
|
|
$
|
0.57
|
|
|
$
|
0.95
|
|
24
.
|
Leases
|
(In millions)
|
Capital
Lease
Obligations
|
|
Operating
Lease
Obligations
|
||||
2018
|
$
|
50
|
|
|
$
|
255
|
|
2019
|
49
|
|
|
224
|
|
||
2020
|
54
|
|
|
205
|
|
||
2021
|
49
|
|
|
177
|
|
||
2022
|
49
|
|
|
152
|
|
||
Later years
|
265
|
|
|
463
|
|
||
Total minimum lease payments
|
516
|
|
|
$
|
1,476
|
|
|
Less imputed interest costs
|
152
|
|
|
|
|||
Present value of net minimum lease payments
|
$
|
364
|
|
|
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Rental expense
|
$
|
301
|
|
|
$
|
327
|
|
|
$
|
331
|
|
25
.
|
Commitments and Contingencies
|
26
.
|
Subsequent Events
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
(In millions, except per share data)
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
(a)
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||||||||||
Revenues
|
$
|
16,288
|
|
|
$
|
18,180
|
|
|
$
|
19,210
|
|
|
$
|
21,055
|
|
|
$
|
12,755
|
|
|
$
|
16,811
|
|
|
$
|
16,618
|
|
|
$
|
17,155
|
|
Income from operations
|
292
|
|
|
982
|
|
|
1,576
|
|
|
1,119
|
|
|
75
|
|
|
1,315
|
|
|
435
|
|
|
553
|
|
||||||||
Net income (loss)
|
101
|
|
|
574
|
|
|
1,004
|
|
|
2,125
|
|
|
(78
|
)
|
|
783
|
|
|
219
|
|
|
289
|
|
||||||||
Net income attributable to MPC
|
30
|
|
|
483
|
|
|
903
|
|
|
2,016
|
|
|
1
|
|
|
801
|
|
|
145
|
|
|
227
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to MPC per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.06
|
|
|
$
|
0.94
|
|
|
$
|
1.79
|
|
|
$
|
4.13
|
|
|
$
|
0.003
|
|
|
$
|
1.51
|
|
|
$
|
0.28
|
|
|
$
|
0.43
|
|
Diluted
|
0.06
|
|
|
0.93
|
|
|
1.77
|
|
|
4.09
|
|
|
0.003
|
|
|
1.51
|
|
|
0.27
|
|
|
0.43
|
|
||||||||
Dividends paid per share
|
0.36
|
|
|
0.36
|
|
|
0.40
|
|
|
0.40
|
|
|
0.32
|
|
|
0.32
|
|
|
0.36
|
|
|
0.36
|
|
(a)
|
During the fourth quarter of 2017, we recorded a tax benefit of approximately
$1.5 billion
as a result of remeasuring certain deferred tax liabilities using the lower corporate tax rate enacted under the TCJA.
|
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Income from Operations by segment
|
|
|
|
|
|
||||||
Refining & Marketing
(a)(b)
|
$
|
2,321
|
|
|
$
|
1,357
|
|
|
$
|
3,997
|
|
Speedway
(b)
|
732
|
|
|
734
|
|
|
673
|
|
|||
Midstream
(a)
|
1,339
|
|
|
1,048
|
|
|
463
|
|
|||
Items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and other unallocated items
(a)
|
(365
|
)
|
|
(268
|
)
|
|
(293
|
)
|
|||
Pension settlement expenses
|
(52
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|||
Litigation
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment
(c)
|
23
|
|
|
(486
|
)
|
|
(144
|
)
|
|||
Income from operations
|
$
|
3,969
|
|
|
$
|
2,378
|
|
|
$
|
4,692
|
|
Capital Expenditures and Investments
(d)
|
|
|
|
|
|
||||||
Refining & Marketing
(a)
|
$
|
832
|
|
|
$
|
1,054
|
|
|
$
|
1,045
|
|
Speedway
|
381
|
|
|
303
|
|
|
501
|
|
|||
Midstream
(a)(e)
|
2,505
|
|
|
1,568
|
|
|
14,545
|
|
|||
Corporate and Other
(f)
|
138
|
|
|
144
|
|
|
192
|
|
|||
Total
|
$
|
3,856
|
|
|
$
|
3,069
|
|
|
$
|
16,283
|
|
(a)
|
We revised our operating segment presentation in the first quarter of 2017 in connection with the contribution of certain terminal, pipeline and storage assets to MPLX. The operating results for these assets, which were previously included in the Refining & Marketing segment, are now included in the Midstream segment. Comparable prior period information has been recast to reflect our revised presentation. The results for the pipeline and storage assets were recast effective January 1, 2015, and the results for the terminal assets were recast effective April 1, 2016. Prior to these dates these assets were not considered businesses and therefore there are no financial results from which to recast segment results.
|
(b)
|
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.
|
(c)
|
2017 includes MPC’s share of gains related to the sale of assets remaining from the Sandpiper pipeline project. 2016 relates to impairments of goodwill and equity method investments. 2015 relates to the cancellation of the Residual Oil Upgrader Expansion project. See Notes
16
and
17
to the audited consolidated financial statements.
|
(d)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(e)
|
2017 includes
$220 million
for the acquisition of the Ozark pipeline and an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system. 2015 includes
$13.85 billion
for the MarkWest Merger.
|
(f)
|
Includes capitalized interest of
$55 million
,
$63 million
and
$37 million
for
2017
,
2016
and
2015
, respectively.
|
|
2017
|
|
2016
|
|
2015
|
||||||
MPC Consolidated Refined Product Sales Volumes (mbpd)
(a)
|
2,311
|
|
|
2,269
|
|
|
2,301
|
|
|||
Refining & Marketing Operating Statistics
|
|
|
|
|
|
||||||
Refining & Marketing refined product sales volume (mbpd)
(b)
|
2,301
|
|
|
2,259
|
|
|
2,289
|
|
|||
Refining & Marketing margin (dollars per barrel)
(c)
|
$
|
12.60
|
|
|
$
|
11.16
|
|
|
$
|
15.16
|
|
Crude oil capacity utilization percent
(d)
|
97
|
|
|
95
|
|
|
99
|
|
|||
Refinery throughputs (mbpd):
(e)
|
|
|
|
|
|
||||||
Crude oil refined
|
1,765
|
|
|
1,699
|
|
|
1,711
|
|
|||
Other charge and blendstocks
|
179
|
|
|
151
|
|
|
177
|
|
|||
Total
|
1,944
|
|
|
1,850
|
|
|
1,888
|
|
|||
Sour crude oil throughput percent
|
59
|
|
|
60
|
|
|
55
|
|
|||
WTI-priced crude oil throughput percent
|
21
|
|
|
19
|
|
|
20
|
|
|||
Refined product yields (mbpd):
(e)
|
|
|
|
|
|
||||||
Gasoline
|
932
|
|
|
900
|
|
|
913
|
|
|||
Distillates
|
641
|
|
|
617
|
|
|
603
|
|
|||
Propane
|
36
|
|
|
35
|
|
|
36
|
|
|||
Feedstocks and special products
|
277
|
|
|
241
|
|
|
281
|
|
|||
Heavy fuel oil
|
37
|
|
|
32
|
|
|
31
|
|
|||
Asphalt
|
63
|
|
|
58
|
|
|
55
|
|
|||
Total
|
1,986
|
|
|
1,883
|
|
|
1,919
|
|
|||
Refinery direct operating costs (dollars per barrel):
(f)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.72
|
|
|
$
|
1.83
|
|
|
$
|
1.13
|
|
Depreciation and amortization
|
1.43
|
|
|
1.47
|
|
|
1.39
|
|
|||
Other manufacturing
(g)
|
4.07
|
|
|
4.09
|
|
|
4.15
|
|
|||
Total
|
$
|
7.22
|
|
|
$
|
7.39
|
|
|
$
|
6.67
|
|
Refining & Marketing Operating Statistics By Region – Gulf Coast
|
|
|
|
|
|
||||||
Refinery throughputs (mbpd):
(h)
|
|
|
|
|
|
||||||
Crude oil refined
|
1,070
|
|
|
1,039
|
|
|
1,060
|
|
|||
Other charge and blendstocks
|
224
|
|
|
195
|
|
|
184
|
|
|||
Total
|
1,294
|
|
|
1,234
|
|
|
1,244
|
|
|||
Sour crude oil throughput percent
|
71
|
|
|
73
|
|
|
68
|
|
|||
WTI-priced crude oil throughput percent
|
11
|
|
|
8
|
|
|
6
|
|
|||
Refined product yields (mbpd):
(h)
|
|
|
|
|
|
||||||
Gasoline
|
546
|
|
|
514
|
|
|
534
|
|
|||
Distillates
|
405
|
|
|
399
|
|
|
392
|
|
|||
Propane
|
26
|
|
|
26
|
|
|
26
|
|
|||
Feedstocks and special products
|
311
|
|
|
286
|
|
|
286
|
|
|||
Heavy fuel oil
|
25
|
|
|
21
|
|
|
15
|
|
|||
Asphalt
|
17
|
|
|
15
|
|
|
16
|
|
|||
Total
|
1,330
|
|
|
1,261
|
|
|
1,269
|
|
|||
Refinery direct operating costs (dollars per barrel):
(f)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.75
|
|
|
$
|
2.09
|
|
|
$
|
0.81
|
|
Depreciation and amortization
|
1.12
|
|
|
1.14
|
|
|
1.09
|
|
|||
Other manufacturing
(g)
|
3.74
|
|
|
3.70
|
|
|
3.88
|
|
|||
Total
|
$
|
6.61
|
|
|
$
|
6.93
|
|
|
$
|
5.78
|
|
|
|
|
|
|
|
Supplementary Statistics (Unaudited)
|
|
|
|
|
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Refining & Marketing Operating Statistics By Region – Midwest
|
|
|
|
|
|
||||||
Refinery throughputs (mbpd):
(h)
|
|
|
|
|
|
||||||
Crude oil refined
|
695
|
|
|
660
|
|
|
651
|
|
|||
Other charge and blendstocks
|
33
|
|
|
39
|
|
|
39
|
|
|||
Total
|
728
|
|
|
699
|
|
|
690
|
|
|||
Sour crude oil throughput percent
|
40
|
|
|
40
|
|
|
34
|
|
|||
WTI-priced crude oil throughput percent
|
37
|
|
|
38
|
|
|
43
|
|
|||
Refined product yields (mbpd):
(h)
|
|
|
|
|
|
||||||
Gasoline
|
386
|
|
|
386
|
|
|
379
|
|
|||
Distillates
|
236
|
|
|
218
|
|
|
211
|
|
|||
Propane
|
11
|
|
|
11
|
|
|
12
|
|
|||
Feedstocks and special products
|
42
|
|
|
35
|
|
|
38
|
|
|||
Heavy fuel oil
|
13
|
|
|
12
|
|
|
17
|
|
|||
Asphalt
|
46
|
|
|
43
|
|
|
39
|
|
|||
Total
|
734
|
|
|
705
|
|
|
696
|
|
|||
Refinery direct operating costs (dollars per barrel):
(f)
|
|
|
|
|
|
||||||
Planned turnaround and major maintenance
|
$
|
1.48
|
|
|
$
|
1.15
|
|
|
$
|
1.64
|
|
Depreciation and amortization
|
1.81
|
|
|
1.88
|
|
|
1.83
|
|
|||
Other manufacturing
(g)
|
4.26
|
|
|
4.29
|
|
|
4.36
|
|
|||
Total
|
$
|
7.55
|
|
|
$
|
7.32
|
|
|
$
|
7.83
|
|
Speedway Operating Statistics
(i)
|
|
|
|
|
|
||||||
Convenience stores at period-end
|
2,744
|
|
|
2,733
|
|
|
2,766
|
|
|||
Gasoline and distillate sales (millions of gallons)
|
5,799
|
|
|
6,094
|
|
|
6,038
|
|
|||
Gasoline & distillate margin (dollars per gallon)
(j)
|
$
|
0.1738
|
|
|
$
|
0.1656
|
|
|
$
|
0.1823
|
|
Merchandise sales (in millions)
|
$
|
4,893
|
|
|
$
|
5,007
|
|
|
$
|
4,879
|
|
Merchandise margin (in millions)
|
$
|
1,402
|
|
|
$
|
1,435
|
|
|
$
|
1,368
|
|
Merchandise margin percent
|
28.7
|
%
|
|
28.7
|
%
|
|
28.0
|
%
|
|||
Same store gasoline sales volume (period over period)
|
(1.3
|
)%
|
|
(0.4
|
)%
|
|
(0.3
|
)%
|
|||
Same store merchandise sales (period over period)
(k)
|
1.2
|
%
|
|
3.2
|
%
|
|
4.1
|
%
|
|||
Midstream Operating Statistics
|
|
|
|
|
|
||||||
Crude oil and refined product pipeline throughputs (mbpd)
(l)
|
3,377
|
|
|
2,948
|
|
|
2,829
|
|
|||
Terminal throughput (mbpd)
(m)
|
1,477
|
|
|
1,505
|
|
|
—
|
|
|||
Gathering system throughput (MMcf/d)
(n)
|
3,608
|
|
|
3,275
|
|
|
3,075
|
|
|||
Natural gas processed (MMcf/d)
(n)
|
6,460
|
|
|
5,761
|
|
|
5,468
|
|
|||
C2 (ethane) + NGLs (natural gas liquids) fractionated (mbpd)
(n)
|
394
|
|
|
335
|
|
|
307
|
|
(a)
|
Total average daily volumes of refined product sales to wholesale, branded and retail customers.
|
(b)
|
Includes intersegment sales.
|
(c)
|
Excludes LCM inventory valuation adjustments. Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs. Comparable prior period information for R&M margin has been recast in connection with the contribution of certain pipeline assets to MPLX on March 1, 2017.
|
(d)
|
Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.
|
(e)
|
Excludes inter-refinery volumes of
78
mbpd,
83
mbpd and
46
mbpd for
2017
,
2016
and
2015
, respectively.
|
(f)
|
Per barrel of total refinery throughputs.
|
(g)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
(h)
|
Includes inter-refinery transfer volumes.
|
(i)
|
2017 operating statistics do not reflect any information for the 41 travel centers contributed to PFJ Southeast, whereas they are reflected in prior years.
|
(j)
|
Excludes LCM inventory valuation adjustments. 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.
|
(k)
|
Excludes cigarettes.
|
(l)
|
Includes common-carrier pipelines and private pipelines contributed to MPLX, excluding equity method investments.
|
(m)
|
Includes the results of the terminal assets contributed to MPLX from the date the assets became a business, April 1, 2016.
|
(n)
|
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 percent 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
|
8,958,247
|
|
|
$
|
33.74
|
|
|
41,355,420
|
|
Equity compensation plan not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
8,958,247
|
|
|
N/A
|
|
|
41,355,420
|
|
1)
|
8,465,398
stock options granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan and not forfeited, cancelled or expired as of
December 31, 2017
.
|
2)
|
285,164
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, 2017
.
|
3)
|
207,685
shares as the maximum potential number of shares that could be issued in settlement of performance units outstanding as of
December 31, 2017
pursuant to the MPC 2012 Plan, based on the closing price of our common stock on December 29, 2017 of
$65.98
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
16,688,380
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
207,685
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, 2017
, based on the closing price of our common stock on December 29, 2017, of
$65.98
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
†
|
|
|
10
|
|
2.1
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
|
2.2
†
|
|
|
8-K
|
|
2.1
|
|
10/9/2012
|
|
001-35054
|
|
|
|
|
|
2.3
†
|
|
|
8-K
|
|
2.1
|
|
5/27/2014
|
|
001-35054
|
|
|
|
|
|
2.4
†
|
|
|
8-K
|
|
2.2
|
|
10/6/2014
|
|
001-35054
|
|
|
|
|
|
2.5
†
|
|
|
8-K
|
|
2.1
|
|
7/16/2015
|
|
001-35054
|
|
|
|
|
|
|
|
8-K
|
|
2.1
|
|
11/12/2015
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
2.1
|
|
11/17/2015
|
|
001-35054
|
|
|
|
|
||
3
|
|
Articles of Incorporation and Bylaws
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
3.1
|
|
6/22/2011
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
3.1
|
|
2/1/2018
|
|
001-35054
|
|
|
|
|
||
4
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
4.1
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
||
|
|
10
|
|
4.2
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
||
|
|
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.
|
|
|||||||
|
|
8-K
|
|
4.1
|
|
12/14/2015
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.5
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.5
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
10
|
|
Material Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
10.1
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
||
|
|
10
|
|
10.2
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
7/1/2011
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
|
|
8-K
|
|
10.1
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
11/6/2012
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
11/6/2012
|
|
001-35054
|
|
|
|
|
||
10.10
*
|
|
|
S-3
|
|
4.3
|
|
12/7/2011
|
|
333-175286
|
|
|
|
|
|
10.11
*
|
|
|
10-K
|
|
10.10
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.12
*
|
|
|
10-K
|
|
10.13
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
|
10.13
*
|
|
|
10-K
|
|
10.14
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.14
*
|
|
|
10-K
|
|
10.13
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.15
*
|
|
|
10-K
|
|
10.14
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.16
*
|
|
|
10-K
|
|
10.15
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.17
*
|
|
|
10-K
|
|
10.16
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.18
*
|
|
|
8-K
|
|
10.6
|
|
7/7/2011
|
|
001-35054
|
|
|
|
|
|
10.19
*
|
|
|
8-K
|
|
10.2
|
|
12/7/2011
|
|
001-35054
|
|
|
|
|
|
10.20
*
|
|
|
10-K
|
|
10.22
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.21
*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.22
*
|
|
|
10-Q
|
|
10.4
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
|
10.23
*
|
|
|
10-Q
|
|
10.5
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
|
10.24
*
|
|
|
10-Q
|
|
10.1
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.25
*
|
|
|
10-K
|
|
10.31
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
|
10.26
*
|
|
|
10-K
|
|
10.32
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
|
10.27
*
|
|
|
10-Q
|
|
10.2
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.28
*
|
|
|
10-Q
|
|
10.3
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.29
*
|
|
|
10-Q
|
|
10.4
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.30
*
|
|
|
10-Q
|
|
10.5
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.31
*
|
|
|
10-Q
|
|
10.1
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
|
10.32
*
|
|
|
10-Q
|
|
10.2
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
|
10.33
*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.34
*
|
|
|
10-K
|
|
10.45
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
|
|
|
8-K
|
|
10.1
|
|
12/10/2015
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.3
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.37
*
|
|
|
10-Q
|
|
10.1
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.38
*
|
|
|
10-Q
|
|
10.2
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.39
*
|
|
|
10-Q
|
|
10.3
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.40
*
|
|
|
10-Q
|
|
10.3
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.41
*
|
|
|
10-Q
|
|
10.5
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.42
*
|
|
|
10-Q
|
|
10.2
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.43
*
|
|
|
10-Q
|
|
10.4
|
|
10/30/2017
|
|
001-35054
|
|
|
|
|
|
|
|
8-K
|
|
10.1
|
|
7/27/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
7/27/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.3
|
|
7/27/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
12/19/2017
|
|
001-35054
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
|
|
8-K
|
|
10.1
|
|
1/4/2018
|
|
001-35714
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
10-K
|
|
14.1
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
†
|
The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
|
*
|
Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the Registrant may be participants.
|
February 28, 2018
|
|
MARATHON PETROLEUM CORPORATION
|
|
|
|
|
|
By: /s/ John J. Quaid
|
|
|
|
|
|
John J. Quaid
Vice President and Controller
|
Signature
|
|
Title
|
|
|
|
/s/ Gary R. Heminger
|
|
Chairman of the Board and Chief Executive Officer
(principal executive officer)
|
Gary R. Heminger
|
|
|
|
|
|
/s/ Timothy T. Griffith
|
|
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
Timothy T. Griffith
|
|
|
|
|
|
/s/ John J. Quaid
|
|
Vice President and Controller
(principal accounting officer)
|
John J. Quaid
|
|
|
|
|
|
*
|
|
Director
|
Abdulaziz F. Alkhayyal
|
|
|
|
|
|
*
|
|
Director
|
Evan Bayh
|
|
|
|
|
|
*
|
|
Director
|
Charles E. Bunch
|
|
|
|
|
|
*
|
|
Director
|
David A. Daberko
|
|
|
|
|
|
*
|
|
Director
|
Steven A. Davis
|
|
|
|
|
|
*
|
|
Director
|
Donna A. James
|
|
|
|
|
|
*
|
|
Director
|
James E. Rohr
|
|
|
|
|
|
*
|
|
Director
|
Frank M. Semple
|
|
|
|
|
|
*
|
|
Director
|
J. Michael Stice
|
|
|
|
|
|
*
|
|
Director
|
John P. Surma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: /s/ Gary R. Heminger
|
|
February 28, 2018
|
|
|
|
Gary R. Heminger
Attorney-in-Fact
|
|
|
|
I.
|
the Employee’s Base Salary in effect immediately prior to the occurrence of the circumstances giving rise to such Separation from Service or, if higher, immediately prior to the Applicable Event; and
|
|
II.
|
if bonus is considered covered compensation under the applicable pension plan, an amount equal to the highest annual bonus awarded to the Employee, if any, under any annual bonus plan of the Corporation or its predecessor with respect to the three (3) years immediately preceding the Separation Date or, if higher, the three (3) years immediately preceding the Applicable Event (but not less than the amount of bonus taken into account in the Employee’s Actual Pension Benefit).
|
|
I.
|
the additional service credit under paragraph (1) above shall be disregarded for purposes of calculating the accrued benefit under the prior traditional defined benefit plan formula under the Speedway Retirement Plan which is otherwise applicable in determining the Enhanced Pension Benefit, but shall be counted for early retirement eligibility and other purposes; and
|
|
II.
|
in calculating the Enhanced Pension Benefit related to the pension equity formula under the Speedway Retirement Plan, the additional service credit under paragraph (1) above shall be disregarded and instead the Employee shall be deemed to have Speedway Retirement Plan benefit accruals for three additional years following the Separation Date. The age and participation service points for each deemed year of accrual shall be calculated based on what the Employee’s actual age and service would have been at the end of each calendar year had the Employee remained employed with Speedway.
|
|
|
|
MARATHON PETROLEUM CORPORATION
|
||
|
|
|
|
|
/s/
Rodney P. Nichols
|
By:
Its:
|
|
Rodney P. Nichols
Executive Vice President, Human Resources and Administrative Services
|
MARATHON PETROLEUM CORPORATION
|
|
|
|
|
|
|
Rodney P. Nichols
Executive Vice President, Human Resources and Administrative Services
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Portion of rentals representing interest
|
$
|
101
|
|
|
$
|
109
|
|
|
$
|
110
|
|
|
$
|
85
|
|
|
$
|
71
|
|
Capitalized interest
|
63
|
|
|
64
|
|
|
37
|
|
|
27
|
|
|
28
|
|
|||||
Other interest and fixed charges
|
624
|
|
|
539
|
|
|
288
|
|
|
201
|
|
|
167
|
|
|||||
Preference security dividend requirements of consolidated subsidiaries
|
65
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges (A)
|
$
|
853
|
|
|
$
|
753
|
|
|
$
|
435
|
|
|
$
|
313
|
|
|
$
|
266
|
|
Earnings-pretax income with applicable adjustments (B)
|
$
|
4,212
|
|
|
$
|
3,004
|
|
|
$
|
4,852
|
|
|
$
|
4,194
|
|
|
$
|
3,518
|
|
Ratio of (B) to (A)
|
4.9
|
|
|
4.0
|
|
|
11.2
|
|
|
13.4
|
|
|
13.2
|
|
|
|
|
|
Name of Subsidiary
|
Jurisdiction of Organization/Incorporation
|
|
631 South Main Street Development LLC
|
Delaware
|
*
|
Ascension Pipeline Company, LLC
|
Delaware
|
*
|
Bakken Pipeline Investments LLC
|
Delaware
|
|
Blanchard Holdings Company LLC
|
Delaware
|
|
Blanchard Pipe Line Company LLC
|
Delaware
|
|
Blanchard Refining Company LLC
|
Delaware
|
*
|
Blanchard Terminal Company LLC
|
Delaware
|
|
Bonded Oil Company
|
Delaware
|
|
Buckeye Assurance Corporation
|
Vermont
|
|
Canton Refining Logistics LLC
|
Delaware
|
|
Catlettsburg Refining Logistics LLC
|
Delaware
|
|
Catlettsburg Refining, LLC
|
Delaware
|
*
|
Centennial Pipeline LLC
|
Delaware
|
*
|
Centrahoma Processing LLC
|
Delaware
|
|
Cincinnati BioRefining Corp.
|
Delaware
|
|
Cincinnati Renewable Fuels LLC
|
Delaware
|
*
|
Crowley Blue Water Partners LLC
|
Delaware
|
*
|
Crowley Coastal Partners, LLC
|
Delaware
|
*
|
Crowley Ocean Partners LLC
|
Delaware
|
*
|
Crowley Tanker Charters III, LLC
|
Delaware
|
*
|
Crowley Tankers II, LLC
|
Delaware
|
*
|
Crowley Tankers IV, LLC
|
Delaware
|
*
|
Crowley Tankers V, LLC
|
Delaware
|
*
|
Dakota Access Holdings LLC
|
Delaware
|
*
|
Dakota Access, LLC
|
Delaware
|
|
Detroit Refining Logistics LLC
|
Delaware
|
*
|
Enchi Corporation
|
Delaware
|
*
|
Energy Transfer Crude Oil Company, LLC
|
Delaware
|
*
|
ETCO Holdings LLC
|
Delaware
|
*
|
Explorer Pipeline Company
|
Delaware
|
|
Galveston Bay Refining Logistics LLC
|
Delaware
|
|
Garyville Refining Logistics LLC
|
Delaware
|
*
|
Gravcap, Inc.
|
Delaware
|
*
|
Green Bay Terminal Corporation
|
Wisconsin
|
*
|
Guilford County Terminal Company, LLC
|
North Carolina
|
|
Hardin Assurance Ltd.
|
Bermuda
|
|
Hardin Street Holdings LLC
|
Delaware
|
*
|
Hardin Street Marine LLC
|
Delaware
|
*
|
Hardin Street Transportation LLC
|
Delaware
|
*
|
Illinois Extension Pipeline Company, L.L.C.
|
Delaware
|
*
|
Jefferson Gas Gathering Company, L.L.C.
|
Delaware
|
*
|
Johnston County Terminal, LLC
|
Delaware
|
*
|
Liberty Utica Development, L.L.C.
|
Delaware
|
*
|
Lincoln Pipeline LLC
|
Delaware
|
*
|
LOCAP LLC
|
Delaware
|
*
|
LOOP LLC
|
Delaware
|
*
|
The Andersons Clymers Ethanol LLC
|
Ohio
|
*
|
The Andersons Marathon Ethanol LLC
|
Delaware
|
*
|
West Relay Gathering Company, L.L.C.
|
Delaware
|
*
|
West Shore Processing Company, L.L.C.
|
Michigan
|
|
Williston Basin Pipe Line LLC
|
Delaware
|
*
|
WIP, LLC
|
Indiana
|
*
|
Wirth Gathering Partnership
|
Oklahoma
|
*
|
Wolverine Pipe Line Company
|
Delaware
|
*
|
Woodhaven Cavern LLC
|
Delaware
|
*
|
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 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/ J. Michael Stice
|
Frank M. Semple
|
|
J. Michael Stice
|
Director
|
|
Director
|
|
|
|
/s/ John P. Surma
|
|
|
John P. Surma
|
|
|
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
|
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 28, 2018
|
|
/s/ Gary R. Heminger
|
|
|
|
Gary R. Heminger
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
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:
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(a)
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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)
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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)
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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)
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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 28, 2018
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/s/ Timothy T. Griffith
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Timothy T. Griffith
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 28, 2018
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/s/ Gary R. Heminger
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Gary R. Heminger
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Chairman of the Board and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 28, 2018
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/s/ Timothy T. Griffith
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Timothy T. Griffith
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Senior Vice President and Chief Financial Officer
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