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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-0005456
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Units Representing Limited Partnership Interests
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MPLX
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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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Item 6.
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Item 7.
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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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Signatures
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ARO
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Asset retirement obligation
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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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ATM Program
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An at-the-market program for the issuance of common units
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Barrel (Bbl)
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One stock tank barrel, or 42 United States gallons of 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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Btu
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One British thermal unit, an energy measurement
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Condensate
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A natural gas liquid with a low vapor pressure mainly composed of propane, butane, pentane and heavier hydrocarbon fractions
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DCF (a non-GAAP financial measure)
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Distributable Cash Flow
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DOT
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United States Department of Transportation
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EBITDA (a non-GAAP financial measure)
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Earnings Before Interest, Taxes, Depreciation and Amortization
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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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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 of America
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Gal
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Gallon
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Gal/d
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Gallons per day
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IDR
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Incentive Distribution Right
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Initial Offering
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Initial public offering on October 31, 2012
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IRS
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Internal Revenue Service
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Joint-Interest Acquisition
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On September 1, 2017, MPLX acquired certain ownership interests in joint venture entities indirectly held by Marathon Petroleum Corporation (“MPC”), collectively:
- Illinois Extension Pipeline Company, L.L.C. (“Illinois Extension”)
- LOOP LLC (“LOOP”)
- LOCAP LLC (“LOCAP”)
- Explorer Pipeline Company (“Explorer”)
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LIBOR
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London Interbank Offered Rate
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MarkWest Merger
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On December 4, 2015, a wholly-owned subsidiary of MPLX merged with MarkWest Energy Partners, L.P. (“MarkWest”)
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mbbls
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Thousands of barrels
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mbpd
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Thousand barrels per day
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mcf
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One thousand cubic feet
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MMBtu
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One million British thermal units, an energy measurement
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MMcf/d
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One million cubic feet per day
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NGL
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Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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NYSE
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New York Stock Exchange
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OTC
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Over-the-Counter
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Partnership Agreement
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Fifth Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of July 30, 2019
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PHMSA
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Pipeline and Hazardous Materials Safety Administration
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PPI
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Producer Price Index
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Predecessor
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Collectively:
- The related assets, liabilities and results of operations of Hardin Street Marine LLC (“HSM”) prior to the date of the acquisition, March 31, 2016, effective January 1, 2015
- The related assets, liabilities and results of operations of Hardin Street Transportation LLC (“HST”), Woodhaven Cavern LLC (“WHC”) and MPLX Terminals LLC (“MPLXT”) prior to the date of the acquisition, March 1, 2017, effective January 1, 2015 for HST and WHC and April 1, 2016 for MPLXT
- The related assets, liabilities and results of operations of Andeavor Logistics LP (“ANDX”) prior to the date of the acquisition, July 30, 2019, effective October 1, 2018.
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Realized derivative gains/losses
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The gain or loss recognized when a derivative matures or is settled
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SEC
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United States Securities and Exchange Commission
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SMR
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Steam methane reformer, operated by a third party and located at the Javelina gas processing and fractionation complex in Corpus Christi, Texas
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Unrealized derivative gains/losses
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The gain or loss recognized on a derivative due to changes in fair value prior to the instrument maturing or settling
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USCG
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United States Coast Guard
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VIE
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Variable interest entity
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future levels of revenues and other income, income from operations, net income attributable to MPLX LP, earnings per unit, Adjusted EBITDA or DCF (see the Non-GAAP Financial Information section below for the definitions of Adjusted EBITDA and DCF);
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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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the amount and timing of future distributions; 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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Marathon Petroleum Corporation’s (“MPC”) ability to achieve its strategic objectives and the effects of those strategic decisions on us;
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the risk that anticipated opportunities and any other synergies from or anticipated benefits of the Andeavor Logistics LP (“ANDX”) acquisition may not be fully realized or may take longer to realize than expected, including whether the transaction will be accretive within the expected timeframe or at all;
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disruption from the ANDX acquisition making it more difficult to maintain relationships with customers, employees or suppliers;
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risks relating to any unforeseen liabilities of ANDX;
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further impairments;
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negative capital market conditions, including an increase of the current yield on common units;
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the ability to achieve strategic and financial objectives, including with respect to distribution coverage, future distribution levels, proposed projects and completed transactions;
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the success of MPC’s portfolio optimization, including the ability to complete any divestitures on commercially reasonable terms and/or within the expected timeframe, and the effects of any such divestitures on the business, financial condition, results of operations and cash flows;
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adverse changes in laws including with respect to tax and regulatory matters;
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the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to pay distributions and access to debt on commercially reasonable terms, and the ability to successfully execute business plans, growth strategies and self-funding models; and
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the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products;
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volatility in or degradation of market and industry conditions;
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changes to the expected construction costs and timing of projects and planned investments, and the ability to obtain regulatory and other approvals with respect thereto;
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completion of midstream infrastructure by competitors;
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disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;
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the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements;
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modifications to financial policies, capital budgets, and earnings and distributions;
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the ability to manage disruptions in credit markets or changes to credit ratings;
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compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations or enforcement actions initiated thereunder;
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adverse results in litigation;
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the reliability of processing units and other equipment;
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the effect of restructuring or reorganization of business components;
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the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;
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foreign imports and exports of crude oil, refined products, natural gas and NGLs;
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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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the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
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actions taken by our competitors, including pricing adjustments and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
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expectations regarding joint venture arrangements and other acquisitions, including the dropdowns completed by MPC, or divestitures of assets;
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midstream and refining industry overcapacity or under capacity;
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accidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
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acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined products;
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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; and
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the other factors described in Item 1A. Risk Factors.
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(1)
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Includes goodwill impairment of $1.2 billion within our G&P operating segment.
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(2)
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Includes segment adjusted EBITDA attributable to predecessor.
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Gathering. The natural gas production process begins with the drilling of wells into gas-bearing rock formations. At the initial stages of the midstream value chain, a network of pipelines known as gathering systems directly connect to wellheads in the production area. These gathering systems then transport raw, or untreated, natural gas to a central location for treating and processing.
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Processing. Natural gas has a widely varying composition depending on the field, formation reservoir or facility from which it is produced. Processing removes the heavier and more valuable hydrocarbon components, which are extracted as a mixed NGL stream that includes ethane, propane, butanes and natural gasoline (also referred to as “y-grade”). Processing aids in allowing the residue gas remaining after extraction of NGLs to meet the quality specifications for long-haul pipeline transportation and commercial use.
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Fractionation. Fractionation is the separation of the mixture of extracted NGLs into individual components for end-use sale. Fractionation systems typically exist either as an integral part of a gas processing plant or as a central fractionator.
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Storage, transportation and marketing. Once the raw natural gas has been treated or processed and the raw NGL mix has been fractionated into individual NGL components, the natural gas is delivered to downstream transmission pipelines and NGL components are stored, transported and marketed to end-use markets.
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Projects
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New or expanded capacity
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Expected in-service of expansion capacity
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Mt. Airy Terminal Expansion-construction of second export dock
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120 mbpd
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2020
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Mt. Airy Terminal Expansion-incremental refined product storage
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TBD
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2020
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Wink to Webster Pipeline-crude oil pipeline
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1,500 mbpd
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2021
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Whistler Pipeline-natural gas pipeline
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2,000 MMcf/d
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2021
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BANGL Pipeline-NGL pipeline
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500 mbpd
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2021
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Gulf Coast C2+ Fractionation-construction of NGL fractionators
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450 mbpd
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2021-2024
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Texas City Export Terminal-NGL storage and export facilities
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TBD
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2022
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Carson Crude Terminal Expansion-incremental crude storage
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2,000 mbbls
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2022
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Plant
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Existing capacity
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New or expanded capacity
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Expected in-service of expansion capacity
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Geographic Region
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Processing (MMcf/d):
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Smithburg Complex(1)
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—
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1,200
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TBD
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Marcellus Operations
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Western Oklahoma Complex
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545
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180
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2020
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Southwest Operations
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Preakness Complex
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—
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200
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2020
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Southwest Operations
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Fractionation (mbpd):
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Hopedale Complex
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240
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80
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2020
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Marcellus/ Utica Operations
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(1)
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This is a Sherwood Midstream LLC (“Sherwood Midstream”) investment. The first of six processing plants within this complex is scheduled to be in-service during 2020 with a processing capacity of 200 MMcf/d. The estimated completion dates for the five remaining plants are to be determined.
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Key Producer Customers
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Volume Protection
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Marcellus Operations(2)
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Antero Resources,(1) Range Resources, Penn Energy, Southwestern,(1) CNX, EQT,(1) HG Energy,(1) and others
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74% of 2019 capacity contains minimum volume commitments
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Utica Operations(2)
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Ascent, Gulfport, Antero Resources,(1) Marathon, EQT and others
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27% of 2019 capacity contains minimum volume commitments
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Southern Appalachian Operations
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Diversified Southern Midstream,(1) and Core Appalachia Midstream
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24% of 2019 capacity contains minimum volume commitments
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Southwest Operations(2)
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Encana, WSGP Gas Producing LLC, Chevron USA, BP and others
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5% of 2019 capacity contains minimum volume commitments
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Bakken Operations(2)
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Whiting Oil and Gas Corporation,(1) Oasis Petroleum,(1) Equinor Energy(1)
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N/A
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Rockies Operations(2)
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Pinedale Energy Partners,(1) XTO,(1) EOG(1)
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39% of 2019 capacity contains minimum volume commitments
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(1)
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We do not provide gathering services for these producer customers.
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(2)
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Region includes some contracts which contain acreage dedications.
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Agreement
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Initiation Date
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Term (years)(1)
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MPC minimum
commitment(2)
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Transportation Services (mbpd):
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Crude pipelines
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Various
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4-15
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1,842
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Refined product pipelines
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Various
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6-15
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1,910
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Marine
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January 2015
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6
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N/A(3)
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Trucking Services
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October 2014
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1-10
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50
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Storage Services (mbbls):
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Caverns
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Various
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10-17
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4,375
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Tank Farms(4)
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Various
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3-10
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125,499
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Terminal Services(5)
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Various
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Various
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206,272
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Fuels Distribution Services (million gallons)
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Various
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10
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23,774
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(1)
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Renewal terms on our agreements include multiple two to five-year terms for transportation services agreements, one to two additional five-year terms for our terminal services agreements, various renewal terms ranging from zero to 10 years for our cavern storage services agreements, various renewal terms ranging from one to five years for our tank farm storage services agreements, two additional five-year terms for our marine transportation services agreement and one additional five-year term for one of our two Fuels Distribution Services Agreements. These renewals are automatic, unless terminated by either party.
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(2)
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Commitments for our transportation services agreements refer to throughput in thousands of barrels per day and, for crude oil transportation services agreements, are adjusted for crude viscosities. Commitments for our cavern storage services agreements refer to thousands of barrels. Commitments for our terminal services agreements refer to quarterly terminal throughput or stipulated volumes in thousands of barrels. Commitments for the fuels distribution services agreements refers to millions of gallons per year. Minimum commitments on some agreements are reduced by any third-party throughput volumes.
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(3)
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MPC has committed to utilize 100 percent of our available capacity of boats and barges.
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(4)
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Volume shown represents total capacity in thousands of barrels (includes refining logistics tanks).
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(5)
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Some terminal services agreements also contain minimum commitments for activities such as blending, additives, on-loading and off-loading, and storage.
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natural gas midstream providers, of varying financial resources and experience, that gather, transport, process, fractionate, store and market natural gas and NGLs;
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major integrated oil companies and refineries;
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independent exploration and production companies;
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interstate and intrastate pipelines; and
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other marine and land-based transporters of natural gas and NGLs.
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We may have difficulties obtaining additional financing for working capital, capital expenditures, acquisitions, or general business purposes on favorable terms, if at all, or our cost of borrowing may increase.
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We may be at a competitive disadvantage compared to our competitors who have proportionately less debt, or we may be more vulnerable to, and have limited flexibility to respond to, competitive pressures or a downturn in our business or the economy generally.
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If our operating results are not sufficient to service our indebtedness, we may be required to reduce our distributions, reduce or delay our business activities, investments or capital expenditures, sell assets or issue equity, which could materially and adversely affect our financial condition, results of operations, cash flows and ability to make distributions to unitholders, as well as the trading price of our common units.
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The operating and financial restrictions and covenants in our revolving credit facility and any future financing agreements could restrict our ability to finance our operations or capital needs or to expand or pursue our business activities, which may, in turn, limit our ability to make distributions to our unitholders. Our ability to comply with these covenants may be impaired from time to time if the fluctuations in our working capital needs are not consistent with the timing for our receipt of funds from our operations.
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If we fail to comply with our debt obligations and an event of default occurs, our lenders could declare the outstanding principal of that debt, together with accrued interest, to be immediately due and payable, which may trigger defaults under our other debt instruments or other contracts. Our assets may be insufficient to repay such debt in full, and the holders of our units could experience a partial or total loss of their investment.
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the fees and tariff rates we charge and the margins we realize for our services and sales;
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the prices of, level of production of and demand for oil, natural gas, NGLs and refined products;
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the volumes of natural gas, crude oil, NGLs and refined products we gather, process, store, transport and fractionate;
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the level of our operating costs including repairs and maintenance;
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the relative prices of NGLs and crude oil, which impact the effectiveness of our hedging program; and
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prevailing economic conditions.
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the amount of our operating expenses and general and administrative expenses, including cost reimbursements to MPC in respect of those expenses;
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our debt service requirements and other liabilities;
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fluctuations in our working capital needs;
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our ability to borrow funds and access capital markets;
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restrictions in our joint venture agreements, revolving credit facility or other agreements governing our debt;
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the level and timing of capital expenditures we make, including capital expenditures incurred in connection with our enhancement projects;
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the cost of acquisitions, if any; and
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the amount of cash reserves established by our general partner in its discretion.
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availability of sufficient railcar, tanker and terminalling facility capacity;
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currency fluctuations;
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compliance with additional governmental regulations and maritime requirements, including U.S. export controls and foreign laws, sanctions regulations and the Foreign Corrupt Practices Act;
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risks of loss resulting from non-payment or non-performance by international purchasers; and
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political and economic disturbances in the countries to which NGLs are being exported.
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inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs;
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an inability to successfully integrate, or a delay in the successful integration of, 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;
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the loss of customers or key employees from the acquired businesses; and
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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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the regulatory classification of materials presently used in our business,
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pollution prevention,
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greenhouse gas emissions,
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climate change,
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public and employee safety and health,
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inherently safer technology, and
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facility security.
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perform ongoing assessments of pipeline integrity;
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identify and characterize applicable threats to pipeline segments that could impact a high consequence area;
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improve data collection, integration and analysis;
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repair and remediate the pipeline as necessary; and
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implement preventive and mitigating actions.
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unscheduled turnarounds or catastrophic events, including damages to pipelines and facilities, related equipment and surrounding properties caused by earthquakes, tornadoes, hurricanes, floods, fires, severe weather, explosions and other natural disasters;
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restrictions imposed by governmental authorities or court proceedings;
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labor difficulties that result in a work stoppage or slowdown;
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a disruption in the supply of natural gas, NGLs, crude oil or refined products to our pipelines, barges, processing and fractionation plants and associated facilities;
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disruption in our supply of power, water and other resources necessary to operate our facilities;
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a marine accident or spill event could close a portion of the inland waterway system;
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damage to our facilities resulting from gas, crude oil, NGLs or refined products that do not comply with applicable specifications; and
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inadequate fractionation, transportation or storage capacity or market access to support production volumes, including lack of availability of rail cars, barges, trucks and pipeline capacity, or market constraints, including reduced demand or limited markets for certain NGL products.
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the timing and extent of changes in commodity prices and demand for MPC’s products, and the availability and costs of crude oil and other refinery feedstocks;
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a material decrease in the refining margins at MPC’s refineries;
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disruptions due to equipment interruption or failure at MPC’s facilities or at third-party facilities on which MPC’s business is dependent;
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any decision by MPC to temporarily or permanently alter, curtail or shut down operations at one or more of its refineries or other facilities and reduce or terminate its obligations under our transportation and storage or refining logistics and fuels distribution agreements;
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changes to the routing of volumes shipped by MPC on our crude oil and refined product pipelines or the ability of MPC to utilize third-party pipeline connections to access our pipelines;
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MPC’s ability to remain in compliance with the terms of its outstanding indebtedness;
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changes in the cost or availability of third-party pipelines, railways, vessels, terminals and other means of delivering and transporting crude oil, feedstocks, refined products and other hydrocarbon-based products;
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state and federal environmental, economic, health and safety, energy and other policies and regulations, and any changes in those policies and regulations;
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environmental incidents and violations and related remediation costs, fines and other liabilities;
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operational hazards and other incidents at MPC’s refineries and other facilities, such as explosions and fires, that result in temporary or permanent shut downs of those refineries and facilities;
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changes in crude oil and refined product inventory levels and carrying costs; and
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disruptions due to hurricanes, tornadoes or other forces of nature.
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neither our Partnership Agreement nor any other agreement requires MPC to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by MPC to increase or decrease refinery production, shut down or reconfigure a refinery, or pursue and grow particular markets. MPC’s directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of MPC;
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MPC, as a significant customer, has an economic incentive to cause us to not seek higher tariff rates, even if such higher rates or fees would reflect rates and fees that could be obtained in arm’s-length, third-party transactions;
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MPC may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests;
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except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval;
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our general partner will determine the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of cash reserves, each of which can affect the amount of cash that is distributed to our unitholders;
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our general partner will determine the amount and timing of many of our cash expenditures and whether a cash expenditure is classified as an expansion capital expenditure, which would not reduce operating surplus, or a maintenance capital expenditure, which would reduce our operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and to our general partner and the amount of adjusted operating surplus generated in any given period;
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our general partner will determine which costs incurred by it are reimbursable by us and may cause us to pay it or its affiliates for any services rendered to us;
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our general partner may cause us to borrow funds in order to permit the payment of distributions;
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our Partnership Agreement permits us to classify up to $60 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions to our general partner;
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our Partnership Agreement does not restrict our general partner from entering into additional contractual arrangements with it or its affiliates on our behalf;
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•
|
our general partner intends to limit its liability regarding our contractual and other obligations;
|
•
|
our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if it and its affiliates own more than 85 percent of the common units;
|
•
|
our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including our transportation and storage services agreements with MPC; and
|
•
|
our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
|
•
|
provides that whenever our general partner makes a determination or takes, or declines to take, any other action in its capacity as our general partner, our general partner is required to make such determination, or take or decline to take such other action, in good faith and will not be subject to any other or different standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity;
|
•
|
provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith;
|
•
|
provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
|
•
|
provides that our general partner will not be in breach of its obligations under our Partnership Agreement or its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our Partnership Agreement.
|
•
|
our unitholders’ proportionate ownership interest in us will decrease;
|
•
|
it may be more difficult to maintain or increase our distributions to unitholders, and the amount of cash available for distribution on each unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of our common units may decline.
|
•
|
we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
a unitholder’s right to act with other unitholders to remove or replace the general partner, to approve some amendments to our Partnership Agreement or to take other actions under our Partnership Agreement constitute “control” of our business.
|
|
|
Diameter
|
|
Length
(miles) (1)(2)(3) |
|
Capacity
|
|
Total Crude Systems
|
|
2” - 48”
|
|
7,917
|
|
|
Various
|
Total Refined Products Systems
|
|
4” - 36”
|
|
5,672
|
|
|
Various
|
(1)
|
Includes approximately 21 miles of crude pipeline and approximately 158 miles of refined product pipeline leased from third parties.
|
(2)
|
Includes approximately 1,921 miles of crude pipeline in which we have a 9.2 percent ownership interest, 168 miles of crude pipeline in which we have a 35.0 percent ownership interest, 48 miles of crude pipeline in which we have a 40.7 percent ownership interest, 57 miles of crude pipeline in which we have a 58.5 percent ownership interest, 118 miles of crude pipeline in which we have a 67.0 percent ownership interest and 975 miles of crude pipeline in which we have a 17.0 percent ownership interest. Also includes approximately 1,830 miles of refined product pipeline in which we have a 24.5 percent ownership interest and 87 miles of refined product pipeline in which we have a 65.16 percent ownership interest.
|
(3)
|
Includes approximately 399 miles of inactive crude pipeline and 232 miles of inactive refined product pipeline.
|
Owned and Operated Terminals (1)
|
|
Number of Terminals
|
|
Tank Shell Capacity (mbbls)
|
|
Number of Tanks
|
|
Number of Loading Lanes
|
|||
Refined Product Terminals:
|
|
|
|
|
|
|
|||||
Alabama
|
|
2
|
|
443
|
|
|
16
|
|
|
4
|
|
Alaska
|
|
3
|
|
1,310
|
|
|
31
|
|
|
9
|
|
California
|
|
9
|
|
5,367
|
|
|
90
|
|
|
54
|
|
Florida
|
|
4
|
|
3,407
|
|
|
64
|
|
|
22
|
|
Georgia
|
|
4
|
|
998
|
|
|
31
|
|
|
9
|
|
Idaho
|
|
3
|
|
988
|
|
|
55
|
|
|
8
|
|
Illinois
|
|
4
|
|
1,221
|
|
|
33
|
|
|
14
|
|
Indiana
|
|
6
|
|
3,229
|
|
|
60
|
|
|
17
|
|
Kentucky
|
|
6
|
|
2,587
|
|
|
56
|
|
|
25
|
|
Louisiana
|
|
1
|
|
97
|
|
|
7
|
|
|
2
|
|
Michigan
|
|
8
|
|
2,440
|
|
|
73
|
|
|
26
|
|
Minnesota
|
|
1
|
|
12
|
|
|
5
|
|
|
8
|
|
New Mexico
|
|
4
|
|
551
|
|
|
47
|
|
|
15
|
|
North Carolina
|
|
4
|
|
1,509
|
|
|
34
|
|
|
13
|
|
North Dakota
|
|
1
|
|
2
|
|
|
6
|
|
|
15
|
|
Ohio
|
|
12
|
|
3,218
|
|
|
101
|
|
|
28
|
|
Pennsylvania
|
|
1
|
|
390
|
|
|
12
|
|
|
2
|
|
South Carolina
|
|
1
|
|
371
|
|
|
8
|
|
|
3
|
|
Tennessee
|
|
4
|
|
1,149
|
|
|
30
|
|
|
12
|
|
Utah
|
|
1
|
|
44
|
|
|
9
|
|
|
9
|
|
Washington
|
|
4
|
|
825
|
|
|
32
|
|
|
11
|
|
West Virginia
|
|
2
|
|
1,587
|
|
|
25
|
|
|
2
|
|
Total Refined Product Terminals
|
|
85
|
|
31,745
|
|
|
825
|
|
|
308
|
|
Asphalt Terminals:
|
|
|
|
|
|
|
|||||
Arizona
|
|
3
|
|
536
|
|
|
53
|
|
|
10
|
|
California
|
|
3
|
|
755
|
|
|
37
|
|
|
11
|
|
Minnesota
|
|
1
|
|
489
|
|
|
8
|
|
|
3
|
|
Nevada(2)
|
|
1
|
|
252
|
|
|
15
|
|
|
4
|
|
New Mexico
|
|
1
|
|
6
|
|
|
9
|
|
|
2
|
|
Texas
|
|
1
|
|
178
|
|
|
18
|
|
|
5
|
|
Total Asphalt Terminals
|
|
10
|
|
2,216
|
|
|
140
|
|
|
35
|
|
Total Terminals
|
|
95
|
|
33,961
|
|
|
965
|
|
|
343
|
|
(1)
|
MPLX also operates one leased terminal and has partial ownership interest in one terminal, with a combined tank shell capacity of 1,045 mbbls.
|
(2)
|
This terminal is accounted for as an equity method investment.
|
Marine Vessels
|
|
Number of Boats and Barges
|
|
Capacity
(thousand barrels) |
||
Inland tank barges:
|
|
286
|
|
|
7,523
|
|
Inland towboats:
|
|
23
|
|
|
N/A
|
|
MPC Refining Logistics Assets
|
|
Tank Capacity (mbbls)
|
|
Galveston Bay, Texas City, Texas
|
|
18,936
|
|
Garyville, Louisiana
|
|
17,320
|
|
Los Angeles, California
|
|
13,838
|
|
Robinson, Illinois
|
|
6,987
|
|
Anacortes, Washington
|
|
6,126
|
|
Martinez, California
|
|
5,771
|
|
El Paso, Texas
|
|
5,240
|
|
Catlettsburg, Kentucky
|
|
5,177
|
|
Detroit, Michigan
|
|
4,986
|
|
St. Paul Park, Minnesota
|
|
4,228
|
|
Kenai, Alaska
|
|
3,573
|
|
Mandan, North Dakota
|
|
2,739
|
|
Canton, Ohio
|
|
2,700
|
|
Salt Lake City, Utah
|
|
2,056
|
|
Gallup, New Mexico
|
|
993
|
|
Total
|
|
100,670
|
|
Asset Name
|
|
Capacity (1)
|
|
Associated MPC Refineries
|
|
LOOP(2)
|
|
N/A
|
|
|
Garyville, LA
|
Barge Docks
|
|
2,910
|
mbbls
|
|
Multiple
|
Mt. Airy Terminal(3)
|
|
4,099 mbbls
|
|
|
Garyville, LA
|
Tank Farms(4)
|
|
26,264
|
mbbls
|
|
N/A
|
Caverns
|
|
4,709
|
mbbls
|
|
N/A
|
Pipeline Name
|
|
Diameter
(inches) |
|
Length
(miles) |
|
Capacity
(mbpd)(5) |
||
Belfield water system
|
|
4" - 8"
|
|
103
|
|
|
20
|
mbpd
|
Green River water system
|
|
3" - 4"
|
|
12
|
|
|
15
|
mbpd
|
(1)
|
Capacity for Tank Farms is shown as 100 percent of the available storage capacity. Capacity for the Barge Dock is shown as 100 percent of the throughput capacity. Capacity for caverns is shown as the storage commitment.
|
(2)
|
We have a 40.7 percent interest in LOOP, which includes a deep-water oil port and crude oil storage.
|
(3)
|
The Mt. Airy Terminal includes 37 tanks, 2-bay ethanol loading rack, 3-vessel barge/ship dock and 7 dock loading lines.
|
(4)
|
We own and operate 28 tank farms and operate two leased tank farms.
|
(5)
|
All capacities reflect 100 percent of the pipeline systems’ capacity in thousands of barrels per day.
|
Region
|
|
Design Throughput Capacity (MMcf/d)
|
|
Natural Gas Throughput(1)
(MMcf/d) |
|
Utilization of Design Capacity(1)
|
|||
Marcellus Shale
|
|
6,120
|
|
|
5,248
|
|
|
91
|
%
|
Utica Shale
|
|
1,325
|
|
|
810
|
|
|
61
|
%
|
Southern Appalachia
|
|
620
|
|
|
244
|
|
|
39
|
%
|
Southwest(2)
|
|
1,887
|
|
|
1,364
|
|
|
79
|
%
|
Bakken
|
|
190
|
|
|
151
|
|
|
83
|
%
|
Rockies
|
|
1,472
|
|
|
572
|
|
|
39
|
%
|
Total Gas Processing
|
|
11,614
|
|
|
8,389
|
|
|
76
|
%
|
(1)
|
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.
|
(2)
|
Centrahoma Processing LLC’s processing capacity of 550 MMcf/d and actual throughput of 272 MMcf/d, that exceeded our 40 percent share of the capacity of 220 MMcf/d, are not included in this table as we own a non-operating interest.
|
Region
|
|
Design Throughput Capacity
(mbpd) |
|
NGL Throughput(1)
(mbpd) |
|
Utilization
of Design Capacity(1) |
|||
Marcellus Shale(2)(3)
|
|
347
|
|
|
290
|
|
|
84
|
%
|
Utica Shale(2)(3)(4)
|
|
23
|
|
|
9
|
|
|
39
|
%
|
Southern Appalachia(2)(5)
|
|
24
|
|
|
12
|
|
|
50
|
%
|
Southwest
|
|
11
|
|
|
6
|
|
|
55
|
%
|
Bakken
|
|
34
|
|
|
24
|
|
|
83
|
%
|
Rockies
|
|
61
|
|
|
4
|
|
|
7
|
%
|
Total C3+ Fractionation and Condensate Stabilization
|
|
500
|
|
|
345
|
|
|
70
|
%
|
(1)
|
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.
|
(2)
|
Certain complexes have above-ground NGL storage with a usable capacity of 938 thousand barrels, large-scale truck and rail loading. We also have access to up to an additional 800 thousand barrels of propane storage capacity that can be utilized by our assets in the Marcellus Shale, Utica Shale, and Appalachia region under an agreement with a third party. Lastly, we have up to 240 thousand barrels of propane storage with third parties that can be utilized by our assets in the Marcellus Shale and Utica Shale.
|
(3)
|
The capacity, throughput and utilization of design capacity at the Hopedale fractionation complex is presented in the Marcellus Shale totals, however, the Hopedale fractionation complex is jointly owned by MarkWest Ohio Fractionation Company, L.L.C. (“Ohio Fractionation”) and MarkWest Utica EMG, L.L.C. (“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 region. During the year ended December 31, 2019, the Marcellus Operations and Utica Operations utilized an average of 83
|
(4)
|
We have access to 100 thousand barrels of condensate storage in this region.
|
(5)
|
This region includes complexes with both above-ground, pressurized NGL storage facilities, with usable capacity of 48 thousand barrels, and underground storage facilities, with usable capacity of 238 thousand barrels. Product can be received by truck, pipeline or rail and can be transported from the facility by truck, rail or barge. We also have large-scale truck and rail loading and unloading capabilities, and a river barge facility capable of loading a 20 thousand barrel barge.
|
Region
|
|
Design Throughput Capacity
(mbpd) |
|
NGL Throughput(1)
(mbpd) |
|
Utilization
of Design Capacity(1) |
|||
Marcellus Shale
|
|
273
|
|
|
179
|
|
|
72
|
%
|
Utica Shale
|
|
40
|
|
|
10
|
|
|
25
|
%
|
Southwest
|
|
18
|
|
|
9
|
|
|
50
|
%
|
Total De-ethanization
|
|
331
|
|
|
198
|
|
|
64
|
%
|
(1)
|
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.
|
Region
|
|
Design Throughput Capacity
(MMcf/d) |
|
Natural Gas Throughput(1)
(MMcf/d) |
|
Utilization of Design Capacity(1)
|
|||
Marcellus Shale
|
|
1,547
|
|
|
1,287
|
|
|
84
|
%
|
Utica Shale
|
|
3,183
|
|
|
2,200
|
|
|
70
|
%
|
Southwest
|
|
2,570
|
|
|
1,628
|
|
|
72
|
%
|
Bakken
|
|
194
|
|
|
151
|
|
|
78
|
%
|
Rockies(2)
|
|
1,486
|
|
|
701
|
|
|
47
|
%
|
Total Natural Gas Gathering
|
|
8,980
|
|
|
5,967
|
|
|
69
|
%
|
(1)
|
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.
|
(2)
|
This region does not include our operated joint venture, Rendezvous Gas Services, L.L.C. (“RGS”), which has a gathering capacity of 1,032 MMcf/d; this system supports other systems which are included in the Rockies region and that throughput is presented in the table above. The third party volumes gathered for RGS during the year ended December 31, 2019 were 127 MMcf/d.
|
Region
|
|
Diameter
|
|
Length
(miles) |
|
Design Throughput Capacity (mbpd)
|
Marcellus Shale
|
|
4” - 20”
|
|
399
|
|
Various
|
Utica Shale
|
|
4” - 12”
|
|
119
|
|
Various
|
Southern Appalachia
|
|
6” - 8”
|
|
138
|
|
35
|
Southwest(1)
|
|
6”
|
|
50
|
|
39
|
Bakken
|
|
8” - 12”
|
|
84
|
|
80
|
Rockies
|
|
8”
|
|
10
|
|
15
|
(1)
|
Includes 38 miles of inactive pipeline.
|
•
|
less the amount of cash reserves established by our general partner to:
|
•
|
provide for the proper conduct of our business (including reserves for our future capital expenditures and for anticipated future credit needs);
|
•
|
comply with applicable law, any of our debt instruments or other agreements or obligations; or
|
•
|
provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions if the effect of the establishment of such reserves will prevent us from distributing the minimum quarterly distribution on all common units for the current quarter);
|
•
|
plus, if our general partner so determines, all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of such quarter.
|
(In millions, except per unit data)
|
|
2019(1)
|
|
2018(1)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Consolidated Statements of Income Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues and other income
|
|
$
|
9,041
|
|
|
$
|
7,005
|
|
|
$
|
3,867
|
|
|
$
|
3,029
|
|
|
$
|
1,101
|
|
Income from operations
|
|
2,377
|
|
|
2,728
|
|
|
1,191
|
|
|
683
|
|
|
381
|
|
|||||
Net income
|
|
1,462
|
|
|
2,006
|
|
|
836
|
|
|
434
|
|
|
333
|
|
|||||
Net income attributable to MPLX LP
|
|
1,033
|
|
|
1,818
|
|
|
794
|
|
|
233
|
|
|
156
|
|
|||||
Limited partners’ interest in net income attributable to MPLX LP
|
|
935
|
|
|
1,743
|
|
|
411
|
|
|
1
|
|
|
99
|
|
|||||
Per Unit Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common - basic
|
|
1.00
|
|
|
2.29
|
|
|
1.07
|
|
|
—
|
|
|
1.23
|
|
|||||
Common - diluted
|
|
1.00
|
|
|
2.29
|
|
|
1.06
|
|
|
—
|
|
|
1.22
|
|
|||||
Subordinated - basic and diluted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.11
|
|
|||||
Cash distributions declared per limited partner common unit
|
|
2.6900
|
|
|
2.5300
|
|
|
2.2975
|
|
|
2.0500
|
|
|
1.8200
|
|
|||||
Consolidated Balance Sheets Data (at period end)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
|
22,145
|
|
|
21,525
|
|
|
12,187
|
|
|
11,408
|
|
|
10,214
|
|
|||||
Total assets
|
|
40,430
|
|
|
39,325
|
|
|
19,500
|
|
|
17,509
|
|
|
16,404
|
|
|||||
Long-term debt, including finance leases(2)
|
|
19,704
|
|
|
17,922
|
|
|
6,945
|
|
|
4,422
|
|
|
5,255
|
|
|||||
Series A preferred units
|
|
968
|
|
|
1,004
|
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|||||
Consolidated Statements of Cash Flows Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
4,082
|
|
|
3,071
|
|
|
1,907
|
|
|
1,491
|
|
|
427
|
|
|||||
Investing activities
|
|
(3,063
|
)
|
|
(2,878
|
)
|
|
(2,308
|
)
|
|
(1,417
|
)
|
|
(1,681
|
)
|
|||||
Financing activities
|
|
(1,089
|
)
|
|
(117
|
)
|
|
171
|
|
|
113
|
|
|
1,275
|
|
|||||
Additions to property, plant and equipment(3)
|
|
2,408
|
|
|
2,111
|
|
|
1,411
|
|
|
1,313
|
|
|
334
|
|
|||||
Other Financial Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA attributable to MPLX LP(4)(5)
|
|
4,334
|
|
|
3,475
|
|
|
2,004
|
|
|
1,419
|
|
|
498
|
|
|||||
DCF attributable to MPLX LP(4)(5)
|
|
3,489
|
|
|
2,781
|
|
|
1,628
|
|
|
1,140
|
|
|
399
|
|
|||||
Cash distributions declared on limited partner common units
|
|
$
|
2,635
|
|
|
$
|
1,985
|
|
|
$
|
895
|
|
|
$
|
692
|
|
|
$
|
255
|
|
(1)
|
On July 30, 2019, MPLX completed the acquisition of ANDX. ANDX’s assets, liabilities and results of operations prior to the Merger are collectively included in what we refer to as the “Predecessor” from October 1, 2018, which was the date that MPC acquired Andeavor. MPLX’s acquisition of ANDX is considered a transfer between entities under common control due to MPC’s prior relationship with ANDX. As an entity under common control with MPC, MPLX recorded the assets acquired and liabilities assumed on its consolidated balance sheets at MPC’s historical carrying value. Transfers of businesses between entities under common control require prior periods to be retrospectively adjusted for those dates that the entity was under common control. Accordingly, the table above includes the historical results of ANDX beginning October 1, 2018.
|
(2)
|
During 2015, in connection with the MarkWest Merger, MPLX LP 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. In connection with the Merger, MPLX LP assumed ANDX senior notes with an aggregate principal amount of $3.75 billion as of October 1, 2018.
|
(3)
|
Represents cash capital expenditures as reflected on the Consolidated Statements of Cash Flows for the periods indicated, which are included in cash used in investing activities.
|
(4)
|
The 2015 Adjusted EBITDA attributable to MPLX LP includes pre-merger EBITDA from MarkWest and the 2015 DCF includes undistributed DCF from MarkWest.
|
(5)
|
For all years presented, Predecessor is excluded from Adjusted EBITDA attributable to MPLX LP and DCF attributable to MPLX LP.
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
L&S
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil transported for (mbpd)(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPC
|
|
2,671
|
|
|
2,446
|
|
|
1,622
|
|
|
1,461
|
|
|
1,443
|
|
|||||
Third parties
|
|
557
|
|
|
675
|
|
|
314
|
|
|
182
|
|
|
197
|
|
|||||
Total
|
|
3,228
|
|
|
3,121
|
|
|
1,936
|
|
|
1,643
|
|
|
1,640
|
|
|||||
% MPC
|
|
83
|
%
|
|
78
|
%
|
|
84
|
%
|
|
89
|
%
|
|
88
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Refined products transported for (mbpd)(2):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPC(3)
|
|
1,629
|
|
|
1,571
|
|
|
928
|
|
|
844
|
|
|
966
|
|
|||||
Third parties
|
|
257
|
|
|
252
|
|
|
157
|
|
|
146
|
|
|
27
|
|
|||||
Total
|
|
1,886
|
|
|
1,823
|
|
|
1,085
|
|
|
990
|
|
|
993
|
|
|||||
% MPC
|
|
86
|
%
|
|
86
|
%
|
|
86
|
%
|
|
85
|
%
|
|
97
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average tariff rates ($ per Bbl)(4):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Crude oil pipelines
|
|
$
|
0.94
|
|
|
$
|
0.67
|
|
|
$
|
0.56
|
|
|
$
|
0.57
|
|
|
$
|
0.55
|
|
Refined product pipelines
|
|
0.75
|
|
|
0.75
|
|
|
0.74
|
|
|
0.68
|
|
|
0.65
|
|
|||||
Total pipelines
|
|
$
|
0.87
|
|
|
$
|
0.70
|
|
|
$
|
0.63
|
|
|
$
|
0.61
|
|
|
$
|
0.59
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Terminal throughput (mbpd)(5)
|
|
3,279
|
|
|
3,148
|
|
|
1,477
|
|
|
1,505
|
|
|
N/A
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marine Assets (number in operation)(6)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Barges
|
|
286
|
|
|
256
|
|
|
232
|
|
|
222
|
|
|
219
|
|
|||||
Towboats
|
|
23
|
|
|
23
|
|
|
18
|
|
|
18
|
|
|
18
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015(7)
|
|||||
G&P Consolidated entities(8)
|
|
|
|
|
|
|
|
|
|
|
|||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus Operations
|
|
1,287
|
|
|
1,155
|
|
|
1,004
|
|
|
910
|
|
|
889
|
|
Utica Operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Southwest Operations
|
|
1,625
|
|
|
1,566
|
|
|
1,410
|
|
|
1,431
|
|
|
1,439
|
|
Bakken Operations
|
|
151
|
|
|
147
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rockies Operations
|
|
630
|
|
|
654
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total gathering throughput
|
|
3,693
|
|
|
3,522
|
|
|
2,414
|
|
|
2,341
|
|
|
2,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus Operations
|
|
4,192
|
|
|
3,826
|
|
|
3,619
|
|
|
3,210
|
|
|
2,964
|
|
Utica Operation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Southwest Operations
|
|
1,629
|
|
|
1,438
|
|
|
1,326
|
|
|
1,226
|
|
|
1,125
|
|
Southern Appalachian Operations
|
|
244
|
|
|
247
|
|
|
265
|
|
|
253
|
|
|
243
|
|
Bakken Operations
|
|
151
|
|
|
147
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rockies Operations
|
|
572
|
|
|
573
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total natural gas processed
|
|
6,788
|
|
|
6,231
|
|
|
5,210
|
|
|
4,689
|
|
|
4,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus Operations(10)
|
|
435
|
|
|
379
|
|
|
320
|
|
|
260
|
|
|
220
|
|
Utica Operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Southwest Operations
|
|
15
|
|
|
18
|
|
|
20
|
|
|
18
|
|
|
24
|
|
Southern Appalachian Operations(11)
|
|
12
|
|
|
15
|
|
|
14
|
|
|
15
|
|
|
12
|
|
Bakken Operations
|
|
24
|
|
|
15
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rockies Operations
|
|
4
|
|
|
4
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total C2 + NGLs fractionated(12)
|
|
490
|
|
|
431
|
|
|
354
|
|
|
293
|
|
|
256
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015(7)
|
|||||
G&P Consolidated entities plus Partnership-Operated Equity Method Investments(9)
|
|
|
|
|
|
|
|
|
|
|
|||||
Gathering Throughput (MMcf/d)
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus Operations
|
|
1,287
|
|
|
1,155
|
|
|
1,004
|
|
|
910
|
|
|
889
|
|
Utica Operations
|
|
2,200
|
|
|
1,809
|
|
|
1,192
|
|
|
932
|
|
|
745
|
|
Southwest Operations
|
|
1,628
|
|
|
1,567
|
|
|
1,412
|
|
|
1,433
|
|
|
1,441
|
|
Bakken Operations
|
|
151
|
|
|
147
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rockies Operations
|
|
828
|
|
|
841
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total gathering throughput
|
|
6,094
|
|
|
5,519
|
|
|
3,608
|
|
|
3,275
|
|
|
3,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Natural Gas Processed (MMcf/d)
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus Operations
|
|
5,248
|
|
|
4,448
|
|
|
3,885
|
|
|
3,210
|
|
|
2,964
|
|
Utica Operations
|
|
810
|
|
|
886
|
|
|
984
|
|
|
1,072
|
|
|
1,136
|
|
Southwest Operations
|
|
1,636
|
|
|
1,438
|
|
|
1,326
|
|
|
1,226
|
|
|
1,125
|
|
Southern Appalachian Operations
|
|
244
|
|
|
247
|
|
|
265
|
|
|
253
|
|
|
243
|
|
Bakken Operations
|
|
151
|
|
|
147
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rockies Operations
|
|
572
|
|
|
573
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total natural gas processed
|
|
8,661
|
|
|
7,739
|
|
|
6,460
|
|
|
5,761
|
|
|
5,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
C2 + NGLs Fractionated (mbpd)
|
|
|
|
|
|
|
|
|
|
|
|||||
Marcellus Operations(10)
|
|
435
|
|
|
379
|
|
|
320
|
|
|
260
|
|
|
220
|
|
Utica Operations(10)
|
|
44
|
|
|
47
|
|
|
40
|
|
|
42
|
|
|
51
|
|
Southwest Operations
|
|
15
|
|
|
18
|
|
|
20
|
|
|
18
|
|
|
24
|
|
Southern Appalachian Operations(11)
|
|
12
|
|
|
15
|
|
|
14
|
|
|
15
|
|
|
12
|
|
Bakken Operations
|
|
24
|
|
|
15
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rockies Operations
|
|
4
|
|
|
4
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total C2 + NGLs fractionated(12)
|
|
534
|
|
|
478
|
|
|
394
|
|
|
335
|
|
|
307
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Pricing Information
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Natural Gas NYMEX HH ($/MMBtu)
|
|
$
|
2.53
|
|
|
$
|
3.07
|
|
|
$
|
3.02
|
|
|
$
|
2.55
|
|
|
2.04
|
|
C2 + NGL Pricing/Gal(13)
|
|
$
|
0.52
|
|
|
$
|
0.78
|
|
|
$
|
0.66
|
|
|
$
|
0.47
|
|
|
0.40
|
|
(1)
|
Represents the average aggregate daily number of barrels of crude oil transported on our pipelines and at our Wood River barge dock for MPC and for third parties. Volumes shown are 100 percent of the volumes transported on the pipelines and barge dock.
|
(2)
|
Represents the average aggregate daily number of barrels of products transported on our pipelines for MPC and third parties. Volumes shown are 100 percent of the volumes transported on the pipelines.
|
(3)
|
Includes volumes shipped by MPC on various pipelines under joint tariffs with third parties. For accounting purposes, revenue attributable to these volumes is classified as third-party revenue because we receive payment from those third parties with respect to volumes shipped under the joint tariffs; however, the volumes associated with this revenue are applied towards MPC’s minimum quarterly volume commitments on the applicable pipelines because MPC is the shipper of record.
|
(4)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(5)
|
Throughput reported for 2016 represents average volumes for the nine months beginning April 1, 2016.
|
(6)
|
Represents total at the end of the period.
|
(7)
|
G&P volumes reported for 2015 represent the average volumes after the close of the MarkWest Merger.
|
(8)
|
This table represents operating data for entities that have been consolidated into the MPLX financial statements.
|
(9)
|
This table represents operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for MPLX-operated equity method investments.
|
(10)
|
Hopedale is jointly owned by Ohio Fractionation and MarkWest Utica EMG. Ohio Fractionation is a subsidiary of MarkWest Liberty Midstream. MarkWest Liberty Midstream and MarkWest Utica EMG are entities that operate in the Marcellus and Utica regions, respectively. The Marcellus Operations includes its portion utilized of the jointly owned Hopedale fractionation complex. The Utica Operations includes Utica’s portion utilized of
|
(11)
|
Includes NGLs fractionated for the Marcellus and Utica Operations.
|
(12)
|
Purity ethane makes up approximately 179 mbpd, 171 mbpd, 141 mbpd, 114 mbpd and 83 mbpd of MPLX LP consolidated total fractionated products for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, respectively. Purity ethane makes up approximately 189 mbpd, 185 mbpd, 146 mbpd, 118 mbpd and 89 mbpd of MPLX operated total fractionated products for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, respectively.
|
(13)
|
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.
|
•
|
MPLX completed the acquisition of ANDX via Merger on July 30, 2019. The historical results of ANDX have been incorporated into the MPLX results from October 1, 2018, which is the date that MPC acquired Andeavor. At the effective time of the Merger, each common unit held by ANDX’s public unitholders was converted into the right to receive 1.135 MPLX common units. ANDX common units held by certain affiliates of MPC were converted into the right to receive 1.0328 MPLX common units. The assets of ANDX complement and enhance MPLX’s existing asset base and further expand MPLX’s existing footprint.
|
•
|
MPLX entered into a joint venture agreement related to the Wink-to-Webster crude oil pipeline, which remains on schedule to be completed in the first half of 2021 and has 100 percent of the contractible capacity committed with minimum volume commitments. This is a 36-inch diameter pipeline with a capacity of 1.5 million barrels per day which will originate in the Permian Basin and have destination points in the Houston market, including MPC’s Galveston Bay refinery.
|
•
|
We also entered into a joint venture agreement related to the design and construction of the Whistler Pipeline. The Whistler Pipeline is designed to be a 42-inch diameter pipeline, which will transport approximately 2 Bcf/d of natural gas from Waha, Texas, to the Agua Dulce area in South Texas. The majority of available capacity on the planned pipeline has been committed with minimum volume commitments. The pipeline is expected to be in service in the second half of 2021.
|
•
|
Additionally, we continue to execute on our organic growth plan through terminal and marine fleet expansions, the expansion of processing and fractionating capacity at numerous plants, as well as having a continued focus on the optimization of our portfolio of assets, which could include asset divestitures.
|
•
|
During the year, MPLX: entered into a Term Loan Agreement, which provides for a committed term loan facility for up to an aggregate of $1.0 billion; issued $2.0 billion aggregate principal amount of floating rate senior notes in a public offering; increased its borrowing capacity on the MPLX Credit Agreement to $3.5 billion; extended the maturity of the MPLX Credit Agreement to July 30, 2024; and paid off $500 million aggregate principal amount of the outstanding ANDX 5.5 percent senior notes due 2019 at maturity.
|
•
|
In connection with the Merger, MPLX also assumed all outstanding ANDX senior notes, which had an aggregate principal amount of $3.75 billion with interest rates ranging from 3.5 percent to 6.375 percent and maturity dates ranging from 2019 to 2047. On September 23, 2019, $3.06 billion aggregate principal amount of ANDX’s outstanding senior notes were exchanged for an aggregate principal amount of $3.06 billion new senior notes issued by MPLX in an exchange offer and consent solicitation undertaken by MPLX, leaving $690 million aggregate principal of outstanding senior notes issued by ANDX, of which $500 million aggregate principal amount of outstanding ANDX 5.5 percent senior notes due 2019 were paid off on October 15, 2019 at maturity as described above.
|
•
|
During the year ended December 31, 2019, we did not issue any common units under our ATM Program. As of December 31, 2019, $1.7 billion of common units remain available for issuance through the ATM Program.
|
(In millions)
|
|
2019
|
|
2018
|
|
$ Change
|
|
2017
|
|
$ Change
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenue
|
|
$
|
2,498
|
|
|
$
|
1,856
|
|
|
$
|
642
|
|
|
$
|
1,156
|
|
|
$
|
700
|
|
Service revenue - related parties
|
|
3,455
|
|
|
2,404
|
|
|
1,051
|
|
|
1,082
|
|
|
1,322
|
|
|||||
Service revenue - product related
|
|
140
|
|
|
220
|
|
|
(80
|
)
|
|
—
|
|
|
220
|
|
|||||
Rental income
|
|
388
|
|
|
352
|
|
|
36
|
|
|
277
|
|
|
75
|
|
|||||
Rental income - related parties
|
|
1,196
|
|
|
846
|
|
|
350
|
|
|
279
|
|
|
567
|
|
|||||
Product sales
|
|
806
|
|
|
887
|
|
|
(81
|
)
|
|
889
|
|
|
(2
|
)
|
|||||
Product sales - related parties
|
|
142
|
|
|
87
|
|
|
55
|
|
|
8
|
|
|
79
|
|
|||||
Income from equity method investments(1)
|
|
290
|
|
|
247
|
|
|
43
|
|
|
78
|
|
|
169
|
|
|||||
Other income
|
|
12
|
|
|
7
|
|
|
5
|
|
|
6
|
|
|
1
|
|
|||||
Other income - related parties
|
|
114
|
|
|
99
|
|
|
15
|
|
|
92
|
|
|
7
|
|
|||||
Total revenues and other income
|
|
9,041
|
|
|
7,005
|
|
|
2,036
|
|
|
3,867
|
|
|
3,138
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues (excludes items below)
|
|
1,489
|
|
|
1,096
|
|
|
393
|
|
|
528
|
|
|
568
|
|
|||||
Purchased product costs
|
|
686
|
|
|
824
|
|
|
(138
|
)
|
|
651
|
|
|
173
|
|
|||||
Rental cost of sales
|
|
141
|
|
|
135
|
|
|
6
|
|
|
62
|
|
|
73
|
|
|||||
Rental cost of sales - related parties
|
|
165
|
|
|
31
|
|
|
134
|
|
|
2
|
|
|
29
|
|
|||||
Purchases - related parties
|
|
1,231
|
|
|
925
|
|
|
306
|
|
|
455
|
|
|
470
|
|
|||||
Depreciation and amortization
|
|
1,254
|
|
|
867
|
|
|
387
|
|
|
683
|
|
|
184
|
|
|||||
Impairment expense
|
|
1,197
|
|
|
—
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|||||
General and administrative expenses
|
|
388
|
|
|
316
|
|
|
72
|
|
|
241
|
|
|
75
|
|
|||||
Other taxes
|
|
113
|
|
|
83
|
|
|
30
|
|
|
54
|
|
|
29
|
|
|||||
Total costs and expenses
|
|
6,664
|
|
|
4,277
|
|
|
2,387
|
|
|
2,676
|
|
|
1,601
|
|
|||||
Income from operations
|
|
2,377
|
|
|
2,728
|
|
|
(351
|
)
|
|
1,191
|
|
|
1,537
|
|
|||||
Related party interest and other financial costs
|
|
11
|
|
|
5
|
|
|
6
|
|
|
2
|
|
|
3
|
|
|||||
Interest expense (net of amounts capitalized)
|
|
851
|
|
|
590
|
|
|
261
|
|
|
296
|
|
|
294
|
|
|||||
Other financial costs
|
|
53
|
|
|
119
|
|
|
(66
|
)
|
|
56
|
|
|
63
|
|
|||||
Income before income taxes
|
|
1,462
|
|
|
2,014
|
|
|
(552
|
)
|
|
837
|
|
|
1,177
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
1
|
|
|
7
|
|
|||||
Net income
|
|
1,462
|
|
|
2,006
|
|
|
(544
|
)
|
|
836
|
|
|
1,170
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
|
28
|
|
|
16
|
|
|
12
|
|
|
6
|
|
|
10
|
|
|||||
Less: Net income attributable to Predecessor
|
|
401
|
|
|
172
|
|
|
229
|
|
|
36
|
|
|
136
|
|
|||||
Net income attributable to MPLX LP
|
|
1,033
|
|
|
1,818
|
|
|
(785
|
)
|
|
794
|
|
|
1,024
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA attributable to MPLX LP (excluding Predecessor results)(2)
|
|
4,334
|
|
|
3,475
|
|
|
859
|
|
|
2,004
|
|
|
1,471
|
|
|||||
Adjusted EBITDA attributable to MPLX LP (including Predecessor results)(3)
|
|
5,104
|
|
|
3,810
|
|
|
1,294
|
|
|
2,051
|
|
|
1,759
|
|
|||||
DCF attributable to GP and LP unitholders (including Predecessor results)(3)
|
|
$
|
3,978
|
|
|
$
|
2,950
|
|
|
$
|
1,028
|
|
|
$
|
1,608
|
|
|
$
|
1,342
|
|
(1)
|
Includes impairment expense of $42 million related to two equity method investments in 2019.
|
(2)
|
Non-GAAP measure. See reconciliation below for the most directly comparable GAAP measures. Excludes adjusted EBITDA and DCF adjustments attributable to Predecessor.
|
(3)
|
Non-GAAP measure. See reconciliation below for the most directly comparable GAAP measures. Includes adjusted EBITDA and DCF adjustments attributable to Predecessor.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,462
|
|
|
$
|
2,006
|
|
|
$
|
836
|
|
Provision for income taxes
|
|
—
|
|
|
8
|
|
|
1
|
|
|||
Amortization of deferred financing costs
|
|
42
|
|
|
55
|
|
|
53
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
46
|
|
|
—
|
|
|||
Net interest and other financial costs
|
|
873
|
|
|
613
|
|
|
301
|
|
|||
Income from operations
|
|
2,377
|
|
|
2,728
|
|
|
1,191
|
|
|||
Depreciation and amortization
|
|
1,254
|
|
|
867
|
|
|
683
|
|
|||
Non-cash equity-based compensation
|
|
22
|
|
|
23
|
|
|
15
|
|
|||
Impairment expense
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|||
Income from equity method investments(1)
|
|
(290
|
)
|
|
(247
|
)
|
|
(78
|
)
|
|||
Distributions/adjustments related to equity method investments
|
|
562
|
|
|
458
|
|
|
231
|
|
|||
Unrealized derivative (gains)/losses(2)
|
|
(1
|
)
|
|
(5
|
)
|
|
6
|
|
|||
Acquisition costs
|
|
14
|
|
|
4
|
|
|
11
|
|
|||
Other
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
5,136
|
|
|
3,828
|
|
|
2,059
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
|
(32
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|||
Adjusted EBITDA attributable to Predecessor(3)
|
|
(770
|
)
|
|
(335
|
)
|
|
(47
|
)
|
|||
Adjusted EBITDA attributable to MPLX LP
|
|
4,334
|
|
|
3,475
|
|
|
2,004
|
|
|||
Deferred revenue impacts
|
|
94
|
|
|
28
|
|
|
33
|
|
|||
Net interest and other financial costs
|
|
(873
|
)
|
|
(613
|
)
|
|
(301
|
)
|
|||
Maintenance capital expenditures
|
|
(262
|
)
|
|
(175
|
)
|
|
(103
|
)
|
|||
Maintenance capital expenditures reimbursements
|
|
53
|
|
|
8
|
|
|
—
|
|
|||
Equity method investment capital expenditures paid out
|
|
(28
|
)
|
|
(31
|
)
|
|
(13
|
)
|
|||
Other
|
|
12
|
|
|
8
|
|
|
6
|
|
|||
Portion of DCF adjustments attributable to Predecessor(2)
|
|
159
|
|
|
81
|
|
|
2
|
|
|||
DCF
|
|
3,489
|
|
|
2,781
|
|
|
1,628
|
|
|||
Preferred unit distributions(4)
|
|
(122
|
)
|
|
(85
|
)
|
|
(65
|
)
|
|||
DCF attributable to GP and LP unitholders
|
|
3,367
|
|
|
2,696
|
|
|
1,563
|
|
|||
Adjusted EBITDA attributable to Predecessor(3)
|
|
770
|
|
|
335
|
|
|
47
|
|
|||
Portion of DCF adjustments attributable to Predecessor(3)
|
|
(159
|
)
|
|
(81
|
)
|
|
(2
|
)
|
|||
DCF attributable to GP and LP unitholders (including Predecessor results)
|
|
$
|
3,978
|
|
|
$
|
2,950
|
|
|
$
|
1,608
|
|
(1)
|
Includes impairment expense of $42 million related to two equity method investments in 2019.
|
(2)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(3)
|
The Adjusted EBITDA and DCF adjustments related to Predecessor are excluded from Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders prior to the acquisition dates.
|
(4)
|
Includes MPLX distributions declared on the Series A and Series B preferred units as well as cash distributions earned by the Series B preferred (as the Series B preferred units are declared and payable semi-annually) assuming a distribution is declared by the Board of Directors. Cash distributions declared/to be paid to holders of the Series A and Series B preferred units are not available to common unitholders.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
4,082
|
|
|
$
|
3,071
|
|
|
$
|
1,907
|
|
Changes in working capital items
|
|
108
|
|
|
31
|
|
|
(147
|
)
|
|||
All other, net
|
|
(9
|
)
|
|
(5
|
)
|
|
(28
|
)
|
|||
Non-cash equity-based compensation
|
|
22
|
|
|
23
|
|
|
15
|
|
|||
Net gain/(loss) on disposal of assets
|
|
6
|
|
|
(3
|
)
|
|
—
|
|
|||
Net interest and other financial costs
|
|
873
|
|
|
613
|
|
|
301
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
46
|
|
|
—
|
|
|||
Current income taxes
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Asset retirement expenditures
|
|
1
|
|
|
7
|
|
|
2
|
|
|||
Unrealized derivative (gains)/losses(1)
|
|
(1
|
)
|
|
(5
|
)
|
|
6
|
|
|||
Acquisition costs
|
|
14
|
|
|
4
|
|
|
11
|
|
|||
Other adjustments to equity method investment distributions
|
|
37
|
|
|
46
|
|
|
(10
|
)
|
|||
Other
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
5,136
|
|
|
3,828
|
|
|
2,059
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
|
(32
|
)
|
|
(18
|
)
|
|
(8
|
)
|
|||
Adjusted EBITDA attributable to Predecessor(2)
|
|
(770
|
)
|
|
(335
|
)
|
|
(47
|
)
|
|||
Adjusted EBITDA attributable to MPLX LP
|
|
4,334
|
|
|
3,475
|
|
|
2,004
|
|
|||
Deferred revenue impacts
|
|
94
|
|
|
28
|
|
|
33
|
|
|||
Net interest and other financial costs
|
|
(873
|
)
|
|
(613
|
)
|
|
(301
|
)
|
|||
Maintenance capital expenditures
|
|
(262
|
)
|
|
(175
|
)
|
|
(103
|
)
|
|||
Maintenance capital expenditures reimbursements
|
|
53
|
|
|
8
|
|
|
—
|
|
|||
Equity method investment capital expenditures paid out
|
|
(28
|
)
|
|
(31
|
)
|
|
(13
|
)
|
|||
Other
|
|
12
|
|
|
8
|
|
|
6
|
|
|||
Portion of DCF adjustments attributable to Predecessor(2)
|
|
159
|
|
|
81
|
|
|
2
|
|
|||
DCF
|
|
3,489
|
|
|
2,781
|
|
|
1,628
|
|
|||
Preferred unit distributions(3)
|
|
(122
|
)
|
|
(85
|
)
|
|
(65
|
)
|
|||
DCF attributable to GP and LP unitholders
|
|
3,367
|
|
|
2,696
|
|
|
1,563
|
|
|||
Adjusted EBITDA attributable to Predecessor(2)
|
|
770
|
|
|
335
|
|
|
47
|
|
|||
Portion of DCF adjustments attributable to Predecessor(2)
|
|
(159
|
)
|
|
(81
|
)
|
|
(2
|
)
|
|||
DCF attributable to GP and LP unitholders (including Predecessor results)
|
|
$
|
3,978
|
|
|
$
|
2,950
|
|
|
$
|
1,608
|
|
(1)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
The Adjusted EBITDA and DCF adjustments related to Predecessor are excluded from Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders prior to the acquisition dates.
|
(3)
|
Includes MPLX distributions declared on the Series A and Series B preferred units as well as cash distributions earned by the Series B preferred (as the Series B preferred units are declared and payable semi-annually) assuming a distribution is declared by the Board of Directors. Cash distributions declared/to be paid to holders of the Series A and Series B preferred units are not available to common unitholders.
|
(1)
|
Includes results of Predecessor.
|
(In millions)
|
2019
|
|
2018
|
|
$ Change
|
|
2017
|
|
$ Change
|
||||||||||
Service revenue
|
$
|
3,765
|
|
|
$
|
2,575
|
|
|
$
|
1,190
|
|
|
$
|
1,200
|
|
|
$
|
1,375
|
|
Rental income
|
1,235
|
|
|
856
|
|
|
379
|
|
|
279
|
|
|
577
|
|
|||||
Product related revenue
|
91
|
|
|
23
|
|
|
68
|
|
|
—
|
|
|
23
|
|
|||||
Income from equity method investments
|
200
|
|
|
171
|
|
|
29
|
|
|
36
|
|
|
135
|
|
|||||
Other income
|
61
|
|
|
47
|
|
|
14
|
|
|
47
|
|
|
—
|
|
|||||
Total segment revenues and other income
|
5,352
|
|
|
3,672
|
|
|
1,680
|
|
|
1,562
|
|
|
2,110
|
|
|||||
Cost of revenues
|
966
|
|
|
536
|
|
|
430
|
|
|
370
|
|
|
166
|
|
|||||
Purchases - related parties
|
872
|
|
|
698
|
|
|
174
|
|
|
299
|
|
|
399
|
|
|||||
Depreciation and amortization
|
503
|
|
|
308
|
|
|
195
|
|
|
163
|
|
|
145
|
|
|||||
General and administrative expenses
|
198
|
|
|
161
|
|
|
37
|
|
|
106
|
|
|
55
|
|
|||||
Other taxes
|
61
|
|
|
45
|
|
|
16
|
|
|
22
|
|
|
23
|
|
|||||
Segment income from operations
|
2,752
|
|
|
1,924
|
|
|
828
|
|
|
602
|
|
|
1,322
|
|
|||||
Depreciation and amortization
|
503
|
|
|
308
|
|
|
195
|
|
|
163
|
|
|
145
|
|
|||||
Income from equity method investments
|
(200
|
)
|
|
(171
|
)
|
|
(29
|
)
|
|
(36
|
)
|
|
(135
|
)
|
|||||
Distributions/adjustments related to equity method investments
|
267
|
|
|
242
|
|
|
25
|
|
|
76
|
|
|
166
|
|
|||||
Acquisition costs
|
14
|
|
|
4
|
|
|
10
|
|
|
11
|
|
|
(7
|
)
|
|||||
Non-cash equity-based compensation
|
14
|
|
|
12
|
|
|
2
|
|
|
6
|
|
|
6
|
|
|||||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA attributable to Predecessor
|
(603
|
)
|
|
(262
|
)
|
|
(341
|
)
|
|
(47
|
)
|
|
(215
|
)
|
|||||
Segment Adjusted EBITDA(1)
|
$
|
2,748
|
|
|
$
|
2,057
|
|
|
$
|
691
|
|
|
$
|
775
|
|
|
$
|
1,282
|
|
(1)
|
See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.
|
(1)
|
Includes results of Predecessor.
|
(In millions)
|
2019
|
|
2018
|
|
$ Change
|
|
2017
|
|
$ Change
|
||||||||||
Service revenue
|
$
|
2,188
|
|
|
$
|
1,685
|
|
|
$
|
503
|
|
|
$
|
1,038
|
|
|
$
|
647
|
|
Rental income
|
349
|
|
|
342
|
|
|
7
|
|
|
277
|
|
|
65
|
|
|||||
Product related revenue
|
997
|
|
|
1,171
|
|
|
(174
|
)
|
|
897
|
|
|
274
|
|
|||||
Income from equity method investments
|
90
|
|
|
76
|
|
|
14
|
|
|
42
|
|
|
34
|
|
|||||
Other income
|
65
|
|
|
59
|
|
|
6
|
|
|
51
|
|
|
8
|
|
|||||
Total segment revenues and other income
|
3,689
|
|
|
3,333
|
|
|
356
|
|
|
2,305
|
|
|
1,028
|
|
|||||
Cost of revenues
|
829
|
|
|
726
|
|
|
103
|
|
|
222
|
|
|
504
|
|
|||||
Purchased product costs
|
686
|
|
|
824
|
|
|
(138
|
)
|
|
651
|
|
|
173
|
|
|||||
Purchases - related parties
|
359
|
|
|
227
|
|
|
132
|
|
|
156
|
|
|
71
|
|
|||||
Depreciation and amortization
|
751
|
|
|
559
|
|
|
192
|
|
|
520
|
|
|
39
|
|
|||||
Impairment expense
|
1,197
|
|
|
—
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|||||
General and administrative expenses
|
190
|
|
|
155
|
|
|
35
|
|
|
135
|
|
|
20
|
|
|||||
Other taxes
|
52
|
|
|
38
|
|
|
14
|
|
|
32
|
|
|
6
|
|
|||||
Income/(loss) from operations
|
(375
|
)
|
|
804
|
|
|
(1,179
|
)
|
|
589
|
|
|
215
|
|
|||||
Depreciation and amortization
|
751
|
|
|
559
|
|
|
192
|
|
|
520
|
|
|
39
|
|
|||||
Impairment expense
|
1,197
|
|
|
—
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|||||
Income from equity method investments
|
(90
|
)
|
|
(76
|
)
|
|
(14
|
)
|
|
(42
|
)
|
|
(34
|
)
|
|||||
Distributions/adjustments related to equity method investments
|
295
|
|
|
216
|
|
|
79
|
|
|
155
|
|
|
61
|
|
|||||
Unrealized derivative (gains)/losses(1)
|
(1
|
)
|
|
(5
|
)
|
|
4
|
|
|
6
|
|
|
(11
|
)
|
|||||
Non-cash equity-based compensation
|
8
|
|
|
12
|
|
|
(4
|
)
|
|
9
|
|
|
3
|
|
|||||
Adjusted EBITDA attributable to noncontrolling interests
|
(32
|
)
|
|
(19
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|
(11
|
)
|
|||||
Adjusted EBITDA attributable to Predecessor
|
(167
|
)
|
|
(73
|
)
|
|
(94
|
)
|
|
—
|
|
|
(73
|
)
|
|||||
Segment Adjusted EBITDA(2)
|
$
|
1,586
|
|
|
$
|
1,418
|
|
|
$
|
168
|
|
|
$
|
1,229
|
|
|
$
|
189
|
|
(1)
|
MPLX makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(2)
|
See the Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income table for the reconciliation to the most directly comparable GAAP measure.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by/(used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
4,082
|
|
|
$
|
3,071
|
|
|
$
|
1,907
|
|
Investing activities
|
|
(3,063
|
)
|
|
(2,878
|
)
|
|
(2,308
|
)
|
|||
Financing activities
|
|
(1,089
|
)
|
|
(117
|
)
|
|
171
|
|
|||
Total
|
|
$
|
(70
|
)
|
|
$
|
76
|
|
|
$
|
(230
|
)
|
Rating Agency
|
|
Rating
|
Moody’s
|
|
Baa2 (negative outlook)
|
Fitch
|
|
BBB (stable outlook)
|
Standard & Poor’s
|
|
BBB (stable outlook)
|
|
December 31, 2019
|
||||||||||
(In millions)
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility expiring 2024
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
3,500
|
|
Term Loan Agreement
|
1,000
|
|
|
(1,000
|
)
|
|
—
|
|
|||
MPC Loan Agreement
|
1,500
|
|
|
(594
|
)
|
|
906
|
|
|||
Total
|
$
|
6,000
|
|
|
$
|
(1,594
|
)
|
|
4,406
|
|
|
Cash and cash equivalents
|
|
|
|
|
15
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
4,421
|
|
(In units)
|
Common
|
|
Class B
|
|
General Partner
|
|
Total
|
||||
Balance at December 31, 2016
|
357,193,288
|
|
|
3,990,878
|
|
|
7,371,105
|
|
|
368,555,271
|
|
Unit-based compensation awards
|
268,167
|
|
|
—
|
|
|
5,472
|
|
|
273,639
|
|
Issuance of units under the ATM Program
|
13,846,998
|
|
|
—
|
|
|
282,591
|
|
|
14,129,589
|
|
Contribution of HST/WHC/Terminals
|
12,960,376
|
|
|
—
|
|
|
264,497
|
|
|
13,224,873
|
|
Class B Conversion
|
4,350,057
|
|
|
(3,990,878
|
)
|
|
7,330
|
|
|
366,509
|
|
Contribution of the Joint-Interest Acquisition
|
18,511,134
|
|
|
—
|
|
|
377,778
|
|
|
18,888,912
|
|
Balance at December 31, 2017
|
407,130,020
|
|
|
—
|
|
|
8,308,773
|
|
|
415,438,793
|
|
Unit-based compensation awards
|
348,387
|
|
|
—
|
|
|
140
|
|
|
348,527
|
|
Contribution of Refining Logistics and Fuels Distribution
|
111,611,111
|
|
|
—
|
|
|
2,277,778
|
|
|
113,888,889
|
|
Conversion of GP economic interests
|
275,000,000
|
|
|
—
|
|
|
(10,586,691
|
)
|
|
264,413,309
|
|
Balance at December 31, 2018
|
794,089,518
|
|
|
—
|
|
|
—
|
|
|
794,089,518
|
|
Unit-based compensation awards
|
288,031
|
|
|
—
|
|
|
—
|
|
|
288,031
|
|
Issuance of units in connection with the Merger
|
262,829,592
|
|
|
—
|
|
|
—
|
|
|
262,829,592
|
|
Conversion of Series A preferred units
|
1,148,330
|
|
|
—
|
|
|
—
|
|
|
1,148,330
|
|
Balance at December 31, 2019
|
1,058,355,471
|
|
|
—
|
|
|
—
|
|
|
1,058,355,471
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Distribution declared:
|
|
|
|
|
|
||||||
Limited partner common units - public
|
$
|
988
|
|
|
$
|
732
|
|
|
$
|
656
|
|
Limited partner common units - MPC
|
1,647
|
|
|
1,253
|
|
|
338
|
|
|||
General partner units - MPC
|
—
|
|
|
—
|
|
|
18
|
|
|||
IDRs - MPC
|
—
|
|
|
—
|
|
|
211
|
|
|||
Total GP & LP distribution declared
|
2,635
|
|
|
1,985
|
|
|
1,223
|
|
|||
Series A preferred units
|
81
|
|
|
75
|
|
|
65
|
|
|||
Series B preferred units
|
42
|
|
|
—
|
|
|
—
|
|
|||
Total distribution declared
|
$
|
2,758
|
|
|
$
|
2,060
|
|
|
$
|
1,288
|
|
|
|
|
|
|
|
||||||
Cash distributions declared per limited partner common unit:
|
|
|
|
|
|
||||||
Quarter ended March 31,
|
$
|
0.6575
|
|
|
$
|
0.6175
|
|
|
$
|
0.5400
|
|
Quarter ended June 30,
|
0.6675
|
|
|
0.6275
|
|
|
0.5625
|
|
|||
Quarter ended September 30,
|
0.6775
|
|
|
0.6375
|
|
|
0.5875
|
|
|||
Quarter ended December 31,
|
0.6875
|
|
|
0.6475
|
|
|
0.6075
|
|
|||
Year ended December 31,
|
$
|
2.6900
|
|
|
$
|
2.5300
|
|
|
$
|
2.2975
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital expenditures(1):
|
|
|
|
|
|
|
||||||
Maintenance
|
|
$
|
262
|
|
|
$
|
175
|
|
|
$
|
103
|
|
Maintenance Reimbursements
|
|
(53
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Growth
|
|
2,001
|
|
|
2,078
|
|
|
1,381
|
|
|||
Growth Reimbursements
|
|
(21
|
)
|
|
(16
|
)
|
|
—
|
|
|||
Total capital expenditures
|
|
2,189
|
|
|
2,229
|
|
|
1,484
|
|
|||
Less: Increase (decrease) in capital accruals
|
|
(146
|
)
|
|
135
|
|
|
71
|
|
|||
Asset retirement expenditures
|
|
1
|
|
|
7
|
|
|
2
|
|
|||
Additions to property, plant and equipment, net(2)
|
|
2,334
|
|
|
2,087
|
|
|
1,411
|
|
|||
Investments in unconsolidated affiliates
|
|
713
|
|
|
341
|
|
|
761
|
|
|||
Acquisitions
|
|
(6
|
)
|
|
451
|
|
|
249
|
|
|||
Total capital expenditures and acquisitions
|
|
3,041
|
|
|
2,879
|
|
|
2,421
|
|
|||
Less: Maintenance capital expenditures (including
reimbursements)
|
|
209
|
|
|
167
|
|
|
103
|
|
|||
Acquisitions
|
|
(6
|
)
|
|
451
|
|
|
249
|
|
|||
Total growth capital expenditures(3)
|
|
$
|
2,838
|
|
|
$
|
2,261
|
|
|
$
|
2,069
|
|
(1)
|
Includes capital expenditures of the Predecessor for all periods presented.
|
(2)
|
This amount is represented in the Consolidated Statements of Cash Flows as Additions to property, plant and equipment after excluding growth and maintenance reimbursements. Reimbursements are shown as Contributions from MPC within the Financing activities section of the Consolidated Statements of Cash Flows.
|
(3)
|
Amount excludes contributions from noncontrolling interests of $95 million, $11 million and $129 million for the years ended December 31, 2019, 2018 and 2017, respectively, as reflected in the financing section of our Consolidated Statements of Cash Flows.
|
(In millions)
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Later Years
|
||||||||||
Bank revolving credit facility(1)
|
|
$
|
25
|
|
|
$
|
6
|
|
|
$
|
11
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Term loan(1)
|
|
1,044
|
|
|
25
|
|
|
1,019
|
|
|
—
|
|
|
—
|
|
|||||
Intercompany loan(1)
|
|
675
|
|
|
18
|
|
|
35
|
|
|
622
|
|
|
—
|
|
|||||
Floating rate senior notes(1)
|
|
2,129
|
|
|
59
|
|
|
2,070
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt(1)
|
|
28,915
|
|
|
804
|
|
|
2,409
|
|
|
4,552
|
|
|
21,150
|
|
|||||
Finance lease obligations
|
|
27
|
|
|
10
|
|
|
4
|
|
|
3
|
|
|
10
|
|
|||||
Operating leases(2)
|
|
1,120
|
|
|
92
|
|
|
164
|
|
|
120
|
|
|
744
|
|
|||||
Contracts to acquire property, plant & equipment(3)
|
|
753
|
|
|
720
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|||||
Natural gas purchase obligations(4)
|
|
15
|
|
|
5
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||||
SMR liability(5)
|
|
177
|
|
|
17
|
|
|
34
|
|
|
34
|
|
|
92
|
|
|||||
Transportation and terminalling(6)
|
|
10,811
|
|
|
2,246
|
|
|
4,421
|
|
|
3,953
|
|
|
191
|
|
|||||
Other long-term liabilities reflected on the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
AROs(7)
|
|
27
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Other contracts(8)
|
|
3,182
|
|
|
146
|
|
|
234
|
|
|
219
|
|
|
2,583
|
|
|||||
Total contractual cash obligations
|
|
$
|
48,900
|
|
|
$
|
4,149
|
|
|
$
|
10,444
|
|
|
$
|
9,511
|
|
|
$
|
24,796
|
|
(1)
|
Amounts represent outstanding borrowings at December 31, 2019, plus any commitment and administrative fees and interest.
|
(2)
|
Amounts relate primarily to facilities and equipment under leases, including ground leases, building space, office and field equipment, storage facilities and transportation equipment. See Item 8. Financial Statements and Supplementary Data – Note 22 for further discussion about our lease obligations.
|
(3)
|
Represents purchase orders and contracts related to the purchase or build out of property, plant and equipment.
|
(4)
|
Natural gas purchase obligations consist primarily of a purchase agreement with a producer in our Southern Appalachia Operations. The contract provides for the purchase of keep-whole volumes at a specific price and is a component of a broader regional arrangement. The contract price is designed to share a portion of the frac spread with the producer and as a result, the amounts reflected for the obligation exceed the cost of purchasing the keep-whole volumes at a market price. The contract is considered an embedded derivative (see Item 8. Financial Statements and Supplementary Data – Note 16 for the fair value of the frac spread sharing component). We use the estimated future frac spreads as of December 31, 2019 for calculating this obligation. The counterparty to the contract has the option to renew the gas purchase agreement and the related keep-whole processing agreement for two successive five-year terms after 2022, which is not included in the natural gas purchase obligations line item.
|
(5)
|
Represents amounts due under a product supply agreement (see Item 8. Financial Statements and Supplementary Data – Note 23 for further discussion of the product supply agreement).
|
(6)
|
Represents transportation and terminalling agreements that obligate us to minimum volume, throughput or payment commitments over the terms of the agreements, which will range from four to 20 years. We expect to pass any minimum payment commitments through to producer customers. Minimum fees due under transportation agreements do not include potential fee increases as required by FERC.
|
(7)
|
Excludes estimated accretion expense of $24 million. The total amount to be paid is approximately $51 million.
|
(8)
|
Other contracts include various service agreements and easements including right of way obligations.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital
|
|
$
|
39
|
|
|
$
|
29
|
|
|
$
|
5
|
|
Percent of total capital expenditures
|
|
2
|
%
|
|
1
|
%
|
|
—
|
%
|
|||
Compliance:
|
|
|
|
|
|
|
||||||
Operating and maintenance
|
|
$
|
40
|
|
|
$
|
35
|
|
|
$
|
26
|
|
Remediation(1)
|
|
10
|
|
|
9
|
|
|
4
|
|
|||
Total
|
|
$
|
50
|
|
|
$
|
44
|
|
|
$
|
30
|
|
(1)
|
These amounts include spending charged against remediation reserves, where permissible, but exclude non-cash accruals 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, intangible assets, goodwill and equity method investments;
|
•
|
assessment of values for assets in implicit leases;
|
•
|
recorded values for assets acquired and liabilities assumed in connection with acquisitions; and
|
•
|
recorded values of derivative instruments.
|
•
|
Future Operating Performance. Our estimates of future operating performance 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 as well as commodity prices. Such estimates are consistent with those used in our planning and capital investment reviews.
|
•
|
Future volumes. Our estimates of future throughput of crude oil, natural gas, NGL and refined product volumes are based on internal forecasts and depend, in part, on assumptions about our customers’ drilling activity which is inherently subjective and contingent upon a number of variable factors (including future or expected pricing considerations), many of which are difficult to forecast. Management considers these volume forecasts and other factors when developing our forecasted cash flows.
|
•
|
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.
|
•
|
Probability of Renewal. As of December 31, 2019, we believe there is a 94 percent and 83 percent probability that the customer will exercise its first and second term extending options, respectively. The customer must exercise the first term extending option in order for the second term extending option to become available.
|
•
|
Commodity Prices. Third-party forward price curves are not available after 2023, which requires us to extrapolate NGL and natural gas prices.
|
(In millions)
|
|
Fair Value as of December 31, 2019(1)
|
|
Change in Fair Value (2)
|
|
Change in Income before income taxes for the Year Ended
December 31, 2019 (3)
|
||||||
Long-term debt
|
|
|
|
|
|
|
||||||
Fixed-rate
|
|
$
|
18,045
|
|
|
$
|
1,749
|
|
|
N/A
|
|
|
Variable-rate
|
|
$
|
3,009
|
|
|
$
|
43
|
|
|
$
|
20
|
|
(1)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(2)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at December 31, 2019.
|
(3)
|
Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of all outstanding variable-rate debt for the year ended December 31, 2019.
|
|
Page
|
Audited Consolidated Financial Statements:
|
|
/s/ Michael J. Hennigan
|
|
/s/ Pamela K.M. Beall
|
|
/s/ C. Kristopher Hagedorn
|
Michael J. Hennigan
Director, President and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP) |
|
Pamela K.M. Beall
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
|
C. Kristopher Hagedorn
Vice President and Controller of MPLX GP LLC
(the general partner of MPLX LP)
|
/s/ Michael J. Hennigan
|
|
/s/ Pamela K.M. Beall
|
|
|
Michael J. Hennigan
Director, President and Chief Executive Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
|
Pamela K.M. Beall
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC
(the general partner of MPLX LP)
|
|
|
(In millions, except per unit data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues and other income:
|
|
|
|
|
|
|
||||||
Service revenue
|
|
$
|
2,498
|
|
|
$
|
1,856
|
|
|
$
|
1,156
|
|
Service revenue - related parties
|
|
3,455
|
|
|
2,404
|
|
|
1,082
|
|
|||
Service revenue - product related
|
|
140
|
|
|
220
|
|
|
—
|
|
|||
Rental income
|
|
388
|
|
|
352
|
|
|
277
|
|
|||
Rental income - related parties
|
|
1,196
|
|
|
846
|
|
|
279
|
|
|||
Product sales
|
|
806
|
|
|
887
|
|
|
889
|
|
|||
Product sales - related parties
|
|
142
|
|
|
87
|
|
|
8
|
|
|||
Income from equity method investments
|
|
290
|
|
|
247
|
|
|
78
|
|
|||
Other income
|
|
12
|
|
|
7
|
|
|
6
|
|
|||
Other income - related parties
|
|
114
|
|
|
99
|
|
|
92
|
|
|||
Total revenues and other income
|
|
9,041
|
|
|
7,005
|
|
|
3,867
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)
|
|
1,489
|
|
|
1,096
|
|
|
528
|
|
|||
Purchased product costs
|
|
686
|
|
|
824
|
|
|
651
|
|
|||
Rental cost of sales
|
|
141
|
|
|
135
|
|
|
62
|
|
|||
Rental cost of sales - related parties
|
|
165
|
|
|
31
|
|
|
2
|
|
|||
Purchases - related parties
|
|
1,231
|
|
|
925
|
|
|
455
|
|
|||
Depreciation and amortization
|
|
1,254
|
|
|
867
|
|
|
683
|
|
|||
Impairment expense
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|||
General and administrative expenses
|
|
388
|
|
|
316
|
|
|
241
|
|
|||
Other taxes
|
|
113
|
|
|
83
|
|
|
54
|
|
|||
Total costs and expenses
|
|
6,664
|
|
|
4,277
|
|
|
2,676
|
|
|||
Income from operations
|
|
2,377
|
|
|
2,728
|
|
|
1,191
|
|
|||
Related party interest and other financial costs
|
|
11
|
|
|
5
|
|
|
2
|
|
|||
Interest expense (net of amounts capitalized of $51 million, $37 million and $32 million, respectively)
|
|
851
|
|
|
590
|
|
|
296
|
|
|||
Other financial costs
|
|
53
|
|
|
119
|
|
|
56
|
|
|||
Income before income taxes
|
|
1,462
|
|
|
2,014
|
|
|
837
|
|
|||
Provision for income taxes
|
|
—
|
|
|
8
|
|
|
1
|
|
|||
Net income
|
|
1,462
|
|
|
2,006
|
|
|
836
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
28
|
|
|
16
|
|
|
6
|
|
|||
Less: Net income attributable to Predecessor
|
|
401
|
|
|
172
|
|
|
36
|
|
|||
Net income attributable to MPLX LP
|
|
1,033
|
|
|
1,818
|
|
|
794
|
|
|||
Less: Series A preferred unit distributions
|
|
81
|
|
|
75
|
|
|
65
|
|
|||
Less: Series B preferred unit distributions
|
|
17
|
|
|
—
|
|
|
—
|
|
|||
Less: General partner’s interest in net income attributable to MPLX LP
|
|
—
|
|
|
—
|
|
|
318
|
|
|||
Limited partners’ interest in net income attributable to MPLX LP
|
|
$
|
935
|
|
|
$
|
1,743
|
|
|
$
|
411
|
|
Per Unit Data (See Note 7)
|
|
|
|
|
|
|
||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
||||||
Common - basic
|
|
$
|
1.00
|
|
|
$
|
2.29
|
|
|
$
|
1.07
|
|
Common - diluted
|
|
$
|
1.00
|
|
|
$
|
2.29
|
|
|
$
|
1.06
|
|
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
||||||
Common - basic
|
|
906
|
|
|
761
|
|
|
385
|
|
|||
Common - diluted
|
|
907
|
|
|
761
|
|
|
388
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
1,462
|
|
|
$
|
2,006
|
|
|
$
|
836
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
||||||
Remeasurements of pension and other postretirement benefits related to equity method investments, net of tax
|
1
|
|
|
(2
|
)
|
|
—
|
|
|||
Comprehensive income
|
1,463
|
|
|
2,004
|
|
|
836
|
|
|||
Less comprehensive income attributable to:
|
|
|
|
|
|
||||||
Noncontrolling interests
|
28
|
|
|
16
|
|
|
6
|
|
|||
Income attributable to Predecessor
|
401
|
|
|
172
|
|
|
36
|
|
|||
Comprehensive income attributable to MPLX LP
|
$
|
1,034
|
|
|
$
|
1,816
|
|
|
$
|
794
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
15
|
|
|
$
|
77
|
|
Receivables, net
|
|
593
|
|
|
611
|
|
||
Current assets - related parties
|
|
656
|
|
|
556
|
|
||
Inventories
|
|
110
|
|
|
98
|
|
||
Other current assets
|
|
110
|
|
|
98
|
|
||
Total current assets
|
|
1,484
|
|
|
1,440
|
|
||
Equity method investments
|
|
5,275
|
|
|
4,901
|
|
||
Property, plant and equipment, net
|
|
22,145
|
|
|
21,525
|
|
||
Intangibles, net
|
|
1,270
|
|
|
1,359
|
|
||
Goodwill
|
|
9,536
|
|
|
10,016
|
|
||
Right of use assets
|
|
365
|
|
|
—
|
|
||
Noncurrent assets - related parties
|
|
303
|
|
|
24
|
|
||
Other noncurrent assets
|
|
52
|
|
|
60
|
|
||
Total assets
|
|
40,430
|
|
|
39,325
|
|
||
Liabilities
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
242
|
|
|
266
|
|
||
Accrued liabilities
|
|
187
|
|
|
272
|
|
||
Current liabilities - related parties
|
|
1,008
|
|
|
502
|
|
||
Accrued property, plant and equipment
|
|
283
|
|
|
399
|
|
||
Accrued interest payable
|
|
210
|
|
|
184
|
|
||
Operating lease liabilities
|
|
66
|
|
|
—
|
|
||
Other current liabilities
|
|
136
|
|
|
645
|
|
||
Total current liabilities
|
|
2,132
|
|
|
2,268
|
|
||
Long-term deferred revenue
|
|
217
|
|
|
132
|
|
||
Long-term liabilities - related parties
|
|
290
|
|
|
46
|
|
||
Long-term debt
|
|
19,704
|
|
|
17,922
|
|
||
Deferred income taxes
|
|
12
|
|
|
14
|
|
||
Long-term operating lease liabilities
|
|
302
|
|
|
—
|
|
||
Deferred credits and other liabilities
|
|
192
|
|
|
208
|
|
||
Total liabilities
|
|
22,849
|
|
|
20,590
|
|
||
Commitments and contingencies (see Note 23)
|
|
|
|
|
|
|
||
Series A preferred units
|
|
968
|
|
|
1,004
|
|
||
Equity
|
|
|
|
|
||||
Common unitholders - public (392 million and 289 million units issued and outstanding)
|
|
10,800
|
|
|
8,336
|
|
||
Common unitholder - MPC (666 million and 505 million units issued and outstanding)
|
|
4,968
|
|
|
(1,612
|
)
|
||
Series B preferred units (.6 million and zero units issued and outstanding)
|
|
611
|
|
|
—
|
|
||
Equity of Predecessor
|
|
—
|
|
|
10,867
|
|
||
Accumulated other comprehensive loss
|
|
(15
|
)
|
|
(16
|
)
|
||
Total MPLX LP partners’ capital
|
|
16,364
|
|
|
17,575
|
|
||
Noncontrolling interests
|
|
249
|
|
|
156
|
|
||
Total equity
|
|
16,613
|
|
|
17,731
|
|
||
Total liabilities, preferred units and equity
|
|
$
|
40,430
|
|
|
$
|
39,325
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Increase/(decrease) in cash, cash equivalents and restricted cash
|
|
|
|
|
|
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,462
|
|
|
$
|
2,006
|
|
|
$
|
836
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Amortization of deferred financing costs
|
|
42
|
|
|
55
|
|
|
53
|
|
|||
Depreciation and amortization
|
|
1,254
|
|
|
867
|
|
|
683
|
|
|||
Impairment expense
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(2
|
)
|
|
8
|
|
|
(1
|
)
|
|||
Asset retirement expenditures
|
|
(1
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|||
Gain on disposal of assets
|
|
(6
|
)
|
|
3
|
|
|
—
|
|
|||
Income from equity method investments
|
|
(290
|
)
|
|
(247
|
)
|
|
(78
|
)
|
|||
Distributions from unconsolidated affiliates
|
|
525
|
|
|
412
|
|
|
241
|
|
|||
Changes in:
|
|
|
|
|
|
|
||||||
Current receivables
|
|
17
|
|
|
(104
|
)
|
|
8
|
|
|||
Inventories
|
|
(9
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|||
Fair value of derivatives
|
|
2
|
|
|
(10
|
)
|
|
6
|
|
|||
Current accounts payable and accrued liabilities
|
|
(59
|
)
|
|
88
|
|
|
48
|
|
|||
Current assets/current liabilities - related parties
|
|
(163
|
)
|
|
(61
|
)
|
|
55
|
|
|||
Right of use assets/operating lease liabilities
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Deferred revenue
|
|
100
|
|
|
61
|
|
|
33
|
|
|||
All other, net
|
|
9
|
|
|
5
|
|
|
28
|
|
|||
Net cash provided by operating activities
|
|
4,082
|
|
|
3,071
|
|
|
1,907
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
(2,408
|
)
|
|
(2,111
|
)
|
|
(1,411
|
)
|
|||
Acquisitions, net of cash acquired
|
|
6
|
|
|
(451
|
)
|
|
(249
|
)
|
|||
Investments - net related party loans
|
|
—
|
|
|
—
|
|
|
80
|
|
|||
Disposal of assets
|
|
30
|
|
|
8
|
|
|
7
|
|
|||
Investments in unconsolidated affiliates
|
|
(713
|
)
|
|
(341
|
)
|
|
(761
|
)
|
|||
Distributions from unconsolidated affiliates - return of capital
|
|
18
|
|
|
16
|
|
|
26
|
|
|||
All other, net
|
|
4
|
|
|
1
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(3,063
|
)
|
|
(2,878
|
)
|
|
(2,308
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Long-term debt - borrowings
|
|
9,174
|
|
|
13,476
|
|
|
2,911
|
|
|||
- repayments
|
|
(7,924
|
)
|
|
(6,946
|
)
|
|
(416
|
)
|
|||
Related party debt - borrowings
|
|
9,313
|
|
|
3,962
|
|
|
2,369
|
|
|||
- repayments
|
|
(8,719
|
)
|
|
(4,347
|
)
|
|
(1,983
|
)
|
|||
Debt issuance costs
|
|
(20
|
)
|
|
(76
|
)
|
|
(29
|
)
|
|||
Net proceeds from equity offerings
|
|
—
|
|
|
—
|
|
|
483
|
|
|||
Distributions to Series A preferred unitholders
|
|
(81
|
)
|
|
(71
|
)
|
|
(65
|
)
|
|||
Distributions to Series B preferred unitholders
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to MPC for acquisitions
|
|
—
|
|
|
(4,111
|
)
|
|
(1,951
|
)
|
|||
Distributions to MPC from Predecessor
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|||
Distributions to unitholders and general partner
|
|
(2,435
|
)
|
|
(1,819
|
)
|
|
(1,120
|
)
|
|||
Distributions to common and Series B preferred unitholders from Predecessor
|
|
(502
|
)
|
|
(239
|
)
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
|
(30
|
)
|
|
(17
|
)
|
|
(7
|
)
|
|||
Contributions from MPC
|
|
74
|
|
|
41
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
|
95
|
|
|
11
|
|
|
129
|
|
|||
Consideration payment to Class B unitholders
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
All other, net
|
|
(13
|
)
|
|
19
|
|
|
(12
|
)
|
|||
Net cash used in financing activities
|
|
(1,089
|
)
|
|
(117
|
)
|
|
171
|
|
|||
Net (decrease)/increase in cash, cash equivalents and restricted cash
|
|
(70
|
)
|
|
76
|
|
|
(230
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
|
85
|
|
|
9
|
|
|
239
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
15
|
|
|
$
|
85
|
|
|
$
|
9
|
|
|
Partnership
|
|
|
|
|
||||||||||||||||||||||
(In millions)
|
Common
Unit-holder Public |
Class B Unit-holder Public
|
Common
Unit-holder MPC |
Series B Preferred Unit-holders
|
General
Partner MPC |
Accumulated Other Comprehensive Loss
|
Non-controlling
Interests |
Equity of Predecessor
|
Total
|
||||||||||||||||||
Balance at December 31, 2016
|
$
|
8,086
|
|
$
|
133
|
|
$
|
1,069
|
|
$
|
—
|
|
$
|
1,013
|
|
$
|
—
|
|
$
|
18
|
|
$
|
791
|
|
$
|
11,110
|
|
Net income (excludes amounts attributable to Series A preferred units)
|
301
|
|
—
|
|
110
|
|
—
|
|
318
|
|
—
|
|
6
|
|
36
|
|
771
|
|
|||||||||
Unit issuances under ATM Program
|
473
|
|
—
|
|
—
|
|
—
|
|
10
|
|
—
|
|
—
|
|
—
|
|
483
|
|
|||||||||
Class B unit conversion
|
133
|
|
(133
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
—
|
|
1,669
|
|
—
|
|
(266
|
)
|
—
|
|
—
|
|
(1,403
|
)
|
—
|
|
|||||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
MPC from Predecessor
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(113
|
)
|
(113
|
)
|
|||||||||
MPC for acquisition
|
—
|
|
—
|
|
(537
|
)
|
—
|
|
(1,394
|
)
|
—
|
|
—
|
|
—
|
|
(1,931
|
)
|
|||||||||
Unitholders and general partner
|
(622
|
)
|
—
|
|
(212
|
)
|
—
|
|
(286
|
)
|
—
|
|
—
|
|
—
|
|
(1,120
|
)
|
|||||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7
|
)
|
—
|
|
(7
|
)
|
|||||||||
MPC of cash received from Joint-Interest Acquisition entities
|
—
|
|
—
|
|
—
|
|
—
|
|
(32
|
)
|
—
|
|
—
|
|
—
|
|
(32
|
)
|
|||||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
MPC
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14
|
)
|
—
|
|
689
|
|
675
|
|
|||||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
129
|
|
—
|
|
129
|
|
|||||||||
Other
|
8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8
|
|
|||||||||
Balance at December 31, 2017
|
8,379
|
|
—
|
|
2,099
|
|
—
|
|
(637
|
)
|
(14
|
)
|
146
|
|
—
|
|
9,973
|
|
|||||||||
Net income (excludes amounts attributable to Series A preferred units)
|
667
|
|
—
|
|
1,076
|
|
—
|
|
—
|
|
—
|
|
16
|
|
172
|
|
1,931
|
|
|||||||||
Allocation of MPC's net investment at acquisition
|
—
|
|
—
|
|
5,172
|
|
—
|
|
(4,126
|
)
|
—
|
|
—
|
|
(1,046
|
)
|
—
|
|
|||||||||
Conversion of GP economic interests
|
—
|
|
—
|
|
(7,926
|
)
|
—
|
|
7,926
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
MPC for acquisition
|
—
|
|
—
|
|
(936
|
)
|
—
|
|
(3,164
|
)
|
—
|
|
—
|
|
—
|
|
(4,100
|
)
|
|||||||||
Unitholders and general partner
|
(722
|
)
|
—
|
|
(1,097
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(239
|
)
|
(2,058
|
)
|
|||||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(17
|
)
|
—
|
|
(17
|
)
|
|||||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
MPC
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,980
|
|
11,980
|
|
|||||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11
|
|
—
|
|
11
|
|
|||||||||
Other
|
12
|
|
—
|
|
—
|
|
—
|
|
1
|
|
(2
|
)
|
—
|
|
—
|
|
11
|
|
|||||||||
Balance at December 31, 2018
|
8,336
|
|
—
|
|
(1,612
|
)
|
—
|
|
—
|
|
(16
|
)
|
156
|
|
10,867
|
|
17,731
|
|
|||||||||
Net income (excludes amounts attributable to Series A preferred units)
|
340
|
|
—
|
|
595
|
|
17
|
|
—
|
|
—
|
|
28
|
|
401
|
|
1,381
|
|
|||||||||
Allocation of MPC's net investment at acquisition
|
2,983
|
|
—
|
|
7,199
|
|
615
|
|
—
|
|
—
|
|
—
|
|
(10,797
|
)
|
—
|
|
|||||||||
Conversion of Series A preferred units
|
36
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36
|
|
|||||||||
Distributions to:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unitholders and general partner
|
(907
|
)
|
—
|
|
(1,529
|
)
|
(21
|
)
|
—
|
|
—
|
|
—
|
|
(502
|
)
|
(2,959
|
)
|
|||||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(30
|
)
|
—
|
|
(30
|
)
|
|||||||||
Contributions from:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
MPC
|
—
|
|
—
|
|
315
|
|
—
|
|
—
|
|
—
|
|
—
|
|
31
|
|
346
|
|
|||||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
95
|
|
—
|
|
95
|
|
|||||||||
Other
|
12
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
—
|
|
13
|
|
|||||||||
Balance at December 31, 2019
|
$
|
10,800
|
|
$
|
—
|
|
$
|
4,968
|
|
$
|
611
|
|
$
|
—
|
|
$
|
(15
|
)
|
$
|
249
|
|
$
|
—
|
|
$
|
16,613
|
|
•
|
Fee-based arrangements – Under fee-based arrangements, MPLX receives a fee or fees for one or more of the following services: gathering, processing and transportation of natural gas; gathering, transportation, fractionation, exchange and storage of NGLs; and transportation, storage and distribution of crude oil, refined products and other hydrocarbon-based products. The revenue MPLX earns from these arrangements is generally directly related to the volume of natural gas, NGLs, refined products or crude oil that is handled by or flows through MPLX’s systems and facilities and is not normally directly dependent on commodity prices. In certain cases, MPLX’s arrangements provide for minimum annual payments or fixed demand charges.
|
•
|
Percent-of-proceeds arrangements – Under percent-of-proceeds arrangements, MPLX: gathers and processes natural gas on behalf of producers; sells the resulting residue gas, condensate and NGLs at market prices; and remits to producers an agreed-upon percentage of the proceeds. In other cases, instead of remitting cash payments to the producer, MPLX delivers an agreed-upon percentage of the residue gas and NGLs to the producer (take-in-kind arrangements) and sells the volumes MPLX retains to third parties or related parties. Revenue is recognized on a net basis when MPLX acts as an agent and does not have control of the gross amount of gas and/or NGLs prior to it being sold. Percent-of-proceeds revenue is reported as “Service revenue - product related” on the Consolidated Statements of Income.
|
•
|
Keep-whole arrangements – Under keep-whole arrangements, MPLX gathers natural gas from the producer, processes the natural gas and sells the resulting condensate and NGLs to third parties at market prices. Because the extraction of the condensate and NGLs from the natural gas during processing reduces the Btu content of the natural gas, MPLX must either purchase natural gas at market prices for return to producers or make cash payment to the producers equal to the value of the energy content of this natural gas. Certain keep-whole arrangements also have provisions that require MPLX to share a percentage of the keep-whole profits with the producers based on the oil to gas ratio or the NGL to gas ratio. “Service revenue - product related” is recorded based on the value of the NGLs received on the date the services are performed. Natural gas purchased to return to the producer and shared NGL profits are recorded as a reduction of “Service revenue - product related” on the Consolidated Statements of Income on the date the services are performed. Sales of NGLs under these arrangements are reported as “Product sales” on the Consolidated Statements of Income and are reported on a gross basis as MPLX is the principal in the arrangement and controls the product prior to sale. The sale of the NGLs may occur shortly after services are performed at the tailgate of the plant, or after a period of time as determined by MPLX.
|
•
|
Purchase arrangements – Under purchase arrangements, MPLX purchases natural gas at either the wellhead or the tailgate of a plant. MPLX then gathers and delivers the natural gas to pipelines where MPLX may resell the natural gas. Wellhead purchase arrangements represent an arrangement with a supplier and are recorded in “Purchased product costs.” Often, MPLX earns fees for services performed prior to taking control of the product in these arrangements and
|
ASU
|
|
Effective Date
|
2017-12
|
Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities
|
January 1, 2019
|
(In millions)
|
As Originally Reported
|
|
Adjustments(1)
|
|
As Adjusted
|
||||||
Cash and cash equivalents
|
$
|
83
|
|
|
$
|
(53
|
)
|
|
$
|
30
|
|
Receivables, net
|
241
|
|
|
259
|
|
|
500
|
|
|||
Inventories
|
21
|
|
|
—
|
|
|
21
|
|
|||
Other current assets(2)
|
59
|
|
|
(7
|
)
|
|
52
|
|
|||
Equity method investments
|
731
|
|
|
(89
|
)
|
|
642
|
|
|||
Property, plant and equipment, net
|
6,709
|
|
|
(427
|
)
|
|
6,282
|
|
|||
Intangibles, net(3)
|
960
|
|
|
74
|
|
|
1,034
|
|
|||
Other noncurrent assets(4)
|
31
|
|
|
(8
|
)
|
|
23
|
|
|||
Total assets acquired
|
8,835
|
|
|
(251
|
)
|
|
8,584
|
|
|||
Accounts payable
|
198
|
|
|
265
|
|
|
463
|
|
|||
Other current liabilities(5)
|
188
|
|
|
(41
|
)
|
|
147
|
|
|||
Long-term debt
|
4,916
|
|
|
—
|
|
|
4,916
|
|
|||
Deferred credits and other long-term liabilities(6)
|
75
|
|
|
1
|
|
|
76
|
|
|||
Total liabilities assumed
|
5,377
|
|
|
225
|
|
|
5,602
|
|
|||
Net assets acquired excluding goodwill
|
3,458
|
|
|
(476
|
)
|
|
2,982
|
|
|||
Goodwill
|
7,428
|
|
|
724
|
|
|
8,152
|
|
|||
Total purchase price
|
$
|
10,886
|
|
|
$
|
248
|
|
|
$
|
11,134
|
|
(1)
|
Inclusive of activity recorded subsequent to the acquisition of ANDX on July 30, 2019, a portion of which was recorded as a non-cash contribution from MPC.
|
(2)
|
Includes both related party and third party other current assets.
|
(3)
|
Includes approximately $4 million of favorable lease assets. In connection with the implementation of ASC 842, this balance was reclassed to “Right of use assets” on the Consolidated Balance Sheets during 2019.
|
(4)
|
Includes both related party and third party other noncurrent assets as well as right of use assets associated with leases.
|
(5)
|
Includes accrued liabilities, operating lease liabilities, long-term debt due within one year, as well as related party and third party other current liabilities.
|
(6)
|
Includes deferred revenue and deferred income taxes, as well as related party and third party other noncurrent liabilities.
|
(In millions)
|
2019
|
|
2018
|
||||
Total revenues and other income
|
$
|
9,041
|
|
|
$
|
8,666
|
|
Net income attributable to MPLX LP
|
$
|
1,434
|
|
|
$
|
2,446
|
|
|
December 31, 2018
|
||||||||||
(In millions)
|
MPLX LP (Previously Reported)
|
|
Predecessor
|
|
MPLX LP (Currently Reported)
|
||||||
Assets
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
68
|
|
|
$
|
9
|
|
|
$
|
77
|
|
Receivables, net
|
417
|
|
|
194
|
|
|
611
|
|
|||
Current assets - related parties
|
290
|
|
|
266
|
|
|
556
|
|
|||
Inventories
|
77
|
|
|
21
|
|
|
98
|
|
|||
Other current assets
|
45
|
|
|
53
|
|
|
98
|
|
|||
Total current assets
|
897
|
|
|
543
|
|
|
1,440
|
|
|||
Equity method investments
|
4,174
|
|
|
727
|
|
|
4,901
|
|
|||
Property, plant and equipment, net
|
14,639
|
|
|
6,886
|
|
|
21,525
|
|
|||
Intangibles, net
|
424
|
|
|
935
|
|
|
1,359
|
|
|||
Goodwill
|
2,586
|
|
|
7,430
|
|
|
10,016
|
|
|||
Noncurrent assets - related parties
|
24
|
|
|
—
|
|
|
24
|
|
|||
Other noncurrent assets
|
35
|
|
|
25
|
|
|
60
|
|
|||
Total assets
|
22,779
|
|
|
16,546
|
|
|
39,325
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
162
|
|
|
104
|
|
|
266
|
|
|||
Accrued liabilities
|
250
|
|
|
22
|
|
|
272
|
|
|||
Current liabilities - related parties
|
254
|
|
|
248
|
|
|
502
|
|
|||
Accrued property, plant and equipment
|
294
|
|
|
105
|
|
|
399
|
|
|||
Accrued interest payable
|
143
|
|
|
41
|
|
|
184
|
|
|||
Other current liabilities
|
83
|
|
|
562
|
|
|
645
|
|
|||
Total current liabilities
|
1,186
|
|
|
1,082
|
|
|
2,268
|
|
|||
Long-term deferred revenue
|
80
|
|
|
52
|
|
|
132
|
|
|||
Long-term liabilities - related parties
|
43
|
|
|
3
|
|
|
46
|
|
|||
Long-term debt
|
13,392
|
|
|
4,530
|
|
|
17,922
|
|
|||
Deferred income taxes
|
13
|
|
|
1
|
|
|
14
|
|
|||
Deferred credits and other liabilities
|
197
|
|
|
11
|
|
|
208
|
|
|||
Total liabilities
|
14,911
|
|
|
5,679
|
|
|
20,590
|
|
|||
Commitments and contingencies (see Note 20)
|
|
|
|
|
|
||||||
Series A preferred units
|
1,004
|
|
|
—
|
|
|
1,004
|
|
|||
Equity
|
|
|
|
|
|
||||||
Common unitholders - public
|
8,336
|
|
|
—
|
|
|
8,336
|
|
|||
Common unitholder - MPC
|
(1,612
|
)
|
|
—
|
|
|
(1,612
|
)
|
|||
Equity of Predecessor
|
—
|
|
|
10,867
|
|
|
10,867
|
|
|||
Accumulated other comprehensive loss
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Total MPLX LP partners’ capital
|
6,708
|
|
|
10,867
|
|
|
17,575
|
|
|||
Noncontrolling interests
|
156
|
|
|
—
|
|
|
156
|
|
|||
Total equity
|
6,864
|
|
|
10,867
|
|
|
17,731
|
|
|||
Total liabilities, preferred units and equity
|
$
|
22,779
|
|
|
$
|
16,546
|
|
|
$
|
39,325
|
|
(In millions)
|
Balance as of September 26, 2018
|
||
Receivables, net
|
$
|
3
|
|
Other current assets
|
1
|
|
|
Property, plant and equipment, net
|
336
|
|
|
Intangibles, net
|
9
|
|
|
Goodwill
|
121
|
|
|
Accounts payable
|
(17
|
)
|
|
Other current liabilities
|
(7
|
)
|
|
Net assets acquired
|
$
|
446
|
|
(In millions)
|
Twelve Months Ended
December 31, 2018 |
||
Revenues and other income
|
$
|
1,359
|
|
Income from operations
|
$
|
874
|
|
(In millions)
|
Twelve Months Ended December 31, 2017
|
||
Revenues and other income
|
$
|
64
|
|
Income from operations
|
$
|
20
|
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
December 31,
|
|
December 31,
|
||||||
(In millions, except ownership percentages)
|
2019
|
|
2019
|
|
2018
|
||||
L&S
|
|
|
|
|
|
||||
MarEn Bakken Company LLC
|
25%
|
|
$
|
481
|
|
|
$
|
498
|
|
Illinois Extension Pipeline Company, L.L.C.
|
35%
|
|
265
|
|
|
275
|
|
||
LOOP LLC
|
41%
|
|
238
|
|
|
226
|
|
||
Andeavor Logistics Rio Pipeline LLC(1)
|
67%
|
|
202
|
|
|
181
|
|
||
Minnesota Pipe Line Company, LLC(1)
|
17%
|
|
190
|
|
|
197
|
|
||
Whistler Pipeline LLC
|
38%
|
|
134
|
|
|
—
|
|
||
Wink to Webster Pipeline LLC
|
15%
|
|
126
|
|
|
—
|
|
||
Explorer Pipeline Company
|
25%
|
|
83
|
|
|
90
|
|
||
Other(1)
|
|
|
55
|
|
|
51
|
|
||
Total L&S
|
|
|
1,774
|
|
|
1,518
|
|
||
G&P
|
|
|
|
|
|
||||
MarkWest Utica EMG, L.L.C.
|
56%
|
|
1,984
|
|
|
2,039
|
|
||
Sherwood Midstream LLC
|
50%
|
|
537
|
|
|
366
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
|
67%
|
|
302
|
|
|
236
|
|
||
Rendezvous Gas Services, L.L.C.(1)
|
78%
|
|
170
|
|
|
248
|
|
||
Sherwood Midstream Holdings LLC
|
53%
|
|
157
|
|
|
157
|
|
||
Centrahoma Processing LLC
|
40%
|
|
153
|
|
|
160
|
|
||
Other(1)
|
|
|
198
|
|
|
177
|
|
||
Total G&P
|
|
|
3,501
|
|
|
3,383
|
|
||
Total
|
|
|
$
|
5,275
|
|
|
$
|
4,901
|
|
(1)
|
These investments as well as certain investments included within “Other” for both L&S and G&P are investments acquired as part of the Merger. The December 31, 2019 balance reflects all purchase accounting adjustments identified by MPC as part of its acquisition of Andeavor.
|
|
December 31, 2019(1)
|
||||||||||
(In millions)
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
650
|
|
|
$
|
1,417
|
|
|
$
|
2,067
|
|
Costs and expenses
|
375
|
|
|
568
|
|
|
943
|
|
|||
Income from operations
|
275
|
|
|
849
|
|
|
1,124
|
|
|||
Net income
|
215
|
|
|
752
|
|
|
967
|
|
|||
Income from equity method investments(2)
|
$
|
103
|
|
|
$
|
187
|
|
|
$
|
290
|
|
|
December 31, 2018(1)
|
||||||||||
(In millions)
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
484
|
|
|
$
|
1,421
|
|
|
$
|
1,905
|
|
Costs and expenses
|
286
|
|
|
738
|
|
|
1,024
|
|
|||
Income from operations
|
198
|
|
|
683
|
|
|
881
|
|
|||
Net income
|
197
|
|
|
606
|
|
|
803
|
|
|||
Income from equity method investments(2)
|
$
|
67
|
|
|
$
|
180
|
|
|
$
|
247
|
|
|
December 31, 2017(1)
|
||||||||||
(In millions)
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Revenues and other income
|
$
|
273
|
|
|
$
|
954
|
|
|
$
|
1,227
|
|
Costs and expenses
|
139
|
|
|
520
|
|
|
659
|
|
|||
Income from operations
|
134
|
|
|
434
|
|
|
568
|
|
|||
Net income
|
133
|
|
|
345
|
|
|
478
|
|
|||
Income from equity method investments(2)
|
$
|
30
|
|
|
$
|
48
|
|
|
$
|
78
|
|
(1)
|
The financial information for equity method investments for 2019 includes financial information of equity method investments acquired as part of the Merger. The financial information for equity method investments for 2018 includes financial information of equity method investments acquired as part of the Merger for the last three months of 2018. The financial information for equity method investments for 2017 does not include financial information of equity method investments acquired as part of the Merger. See Note 1 for additional information.
|
(2)
|
“Income from equity method investments” includes the impact of any basis differential amortization or accretion.
|
|
December 31, 2019
|
||||||||||
(In millions)
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
534
|
|
|
$
|
330
|
|
|
$
|
864
|
|
Noncurrent assets
|
5,862
|
|
|
5,134
|
|
|
10,996
|
|
|||
Current liabilities
|
192
|
|
|
245
|
|
|
437
|
|
|||
Noncurrent liabilities
|
$
|
305
|
|
|
$
|
822
|
|
|
$
|
1,127
|
|
|
December 31, 2018
|
||||||||||
(In millions)
|
Other VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Current assets
|
$
|
252
|
|
|
$
|
415
|
|
|
$
|
667
|
|
Noncurrent assets
|
3,796
|
|
|
5,290
|
|
|
9,086
|
|
|||
Current liabilities
|
158
|
|
|
280
|
|
|
438
|
|
|||
Noncurrent liabilities
|
$
|
191
|
|
|
$
|
845
|
|
|
$
|
1,036
|
|
•
|
MPLX has fuels distribution agreements with MPC under which MPC pays MPLX for marketing and selling MPC’s products. This can include MPC paying MPLX a tiered monthly fee based on the volume of products sold or thought margin support under a related product supply agreement. Agreements are subject to minimum volume commitments and are subject various terms and renewal periods.
|
•
|
MPLX has various pipeline transportation agreements under which MPC pays MPLX fees for transporting crude and refined products on MPLX’s pipeline systems. These agreements are subject to minimum throughput volumes under which MPC will pay MPLX deficiency payments for any period in which they do not ship the minimum committed volume. These deficiency payments can be applied as credits to future periods in which MPC ships volumes in excess of the minimum volume, subject to a limited period of time. These agreements are subject to various terms and renewal periods.
|
•
|
MPLX has a six-year marine transportation agreement under which MPC pays MPLX fees for providing marine transportation of crude oil, feedstock and refined petroleum products, and related services.
|
•
|
MPLX has various trucking transportation services agreements with terms ranging from month-to-month to 10 years, under which MPC pays MPLX fees for gathering barrels and providing trucking, dispatch, delivery and data services. Most of these agreements are subject to minimum volume commitments and have various terms regarding carry-forward of deficiency payments as credits towards excess volumes shipped in future periods. These agreements are subject to various terms and renewal periods.
|
•
|
MPLX has numerous storage services agreements governing storage services at various types of facilities including terminals, pipeline tank farms, caverns and refineries, under which MPC pays MPLX per-barrel fees for providing storage services. Some of these agreements provide MPC with exclusive access to storage at certain locations, such as storage located at MPC’s refineries or storage in certain caverns. Under these agreements, MPC pays MPLX a per-barrel fee for such storage capacity, regardless of whether MPC fully utilizes the available capacity. Many of the refinery storage agreements also contain provisions for logistical services to be provided by MPLX, for which MPC pays monthly fees. These agreements are subject to terms ranging from three to 17 years and are subject to various renewal periods.
|
•
|
MPLX has a 10-year terminal services agreement governing certain terminals under which MPC pays MPLX fees for terminal storage for refined petroleum products. Under this agreement MPC pays MPLX agreed upon fees relating to MPC product deliveries as well as any viscosity surcharges, loading, handling, transfers or other related charges. This agreement is subject to minimum volume throughput commitments under which MPC pays a deficiency payment for any period in which they do not meet the minimum committed volume. The terminal services agreement with MPC includes automatic renewal terms ranging from one to five years. MPLX also has numerous additional terminal services agreements governing terminals acquired through the Merger. Under these agreements, MPC pays MPLX agreed upon fees relating to various terminal activities including throughput, blending, on and offloading and additives. Many of these agreements contain various minimum commitments for some or all of these activities. Some of these agreements allow for deficiency payments to be applied as credits to future periods with excess throughput volumes. These agreements have terms ranging from one to 10 years with varying renewal terms.
|
•
|
MPLX has a year to year keep-whole commodity agreement with MPC under which MPC pays us a processing fee for NGL’s related to keep-whole agreements and delivers shrink gas to the producers on our behalf. We pay MPC a marketing fee in exchange for assuming the commodity
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
Borrowings
|
$
|
8,540
|
|
|
$
|
3,962
|
|
Average interest rate of borrowings
|
3.441
|
%
|
|
3.473
|
%
|
||
Repayments
|
$
|
7,946
|
|
|
$
|
4,347
|
|
Outstanding balance at end of period
|
$
|
594
|
|
|
$
|
—
|
|
(In millions)
|
December 31, 2019
|
||
Borrowings
|
$
|
773
|
|
Average interest rate of borrowings
|
4.249
|
%
|
|
Repayments
|
$
|
773
|
|
Outstanding balance at end of period
|
$
|
—
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Service revenue
|
|
|
|
|
|
||||||
MPC
|
$
|
3,455
|
|
|
$
|
2,404
|
|
|
$
|
1,082
|
|
Rental income
|
|
|
|
|
|
||||||
MPC
|
1,196
|
|
|
846
|
|
|
279
|
|
|||
Product sales(1)
|
|
|
|
|
|
||||||
MPC
|
140
|
|
|
87
|
|
|
8
|
|
|||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|||
Total Product sales - related parties
|
142
|
|
|
87
|
|
|
8
|
|
|||
Other income
|
|
|
|
|
|
|
|
|
|||
MPC
|
47
|
|
|
41
|
|
|
40
|
|
|||
Other
|
67
|
|
|
58
|
|
|
52
|
|
|||
Total Other income - related parties
|
$
|
114
|
|
|
$
|
99
|
|
|
$
|
92
|
|
(1)
|
There were additional product sales to MPC that net to zero within the consolidated financial statements as the transactions are recorded net due to the terms of the agreements under which such product was sold. For 2019, 2018 and 2017, these sales totaled $1,120 million, $607 million and $254 million, respectively.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Rental cost of sales - related parties
|
$
|
165
|
|
|
$
|
31
|
|
|
$
|
2
|
|
Purchases - related parties
|
|
|
|
|
|
||||||
MPC
|
1,210
|
|
|
919
|
|
|
455
|
|
|||
Other
|
21
|
|
|
6
|
|
|
—
|
|
|||
General and administrative expenses
|
243
|
|
|
199
|
|
|
138
|
|
|||
Total
|
$
|
1,639
|
|
|
$
|
1,155
|
|
|
$
|
595
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Current assets - related parties
|
|
|
|
||||
Receivables - MPC
|
$
|
621
|
|
|
$
|
542
|
|
Receivables - Other
|
22
|
|
|
9
|
|
||
Prepaid - MPC
|
9
|
|
|
5
|
|
||
Lease Receivables - MPC
|
4
|
|
|
—
|
|
||
Total
|
656
|
|
|
556
|
|
||
Noncurrent assets - related parties
|
|
|
|
||||
Long-term receivables - MPC
|
21
|
|
|
24
|
|
||
Right of use assets - MPC
|
232
|
|
|
—
|
|
||
Long-term lease receivables - MPC
|
43
|
|
|
—
|
|
||
Unguaranteed residual asset - MPC
|
7
|
|
|
—
|
|
||
Total
|
303
|
|
|
24
|
|
||
Current liabilities - related parties
|
|
|
|
||||
Payables - MPC
|
911
|
|
|
360
|
|
||
Payables - Other
|
37
|
|
|
76
|
|
||
Operating lease liabilities - MPC
|
1
|
|
|
—
|
|
||
Deferred revenue - Minimum volume deficiencies - MPC
|
42
|
|
|
57
|
|
||
Deferred revenue - Project reimbursements - MPC
|
16
|
|
|
9
|
|
||
Deferred revenue - Project reimbursements - Other
|
1
|
|
|
—
|
|
||
Total
|
1,008
|
|
|
502
|
|
||
Long-term liabilities - related parties
|
|
|
|
||||
Long-term operating lease liabilities - MPC
|
230
|
|
|
—
|
|
||
Long-term deferred revenue - Project reimbursements - MPC
|
53
|
|
|
46
|
|
||
Long-term deferred revenue - Project reimbursements - Other
|
7
|
|
|
—
|
|
||
Total
|
$
|
290
|
|
|
$
|
46
|
|
|
2019
|
|
2018
|
|
2017
|
Common Units
|
ü
|
|
ü
|
|
ü
|
Equity-based compensation awards
|
ü
|
|
ü
|
|
ü
|
Series A preferred units
|
ü
|
|
ü
|
|
ü
|
Series B preferred units
|
ü
|
|
|
|
|
General partner units and IDRs
|
|
|
|
|
ü
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to MPLX LP
|
$
|
1,033
|
|
|
$
|
1,818
|
|
|
$
|
794
|
|
Less: Distributions declared on Series A preferred units(1)
|
81
|
|
|
75
|
|
|
65
|
|
|||
Distributions declared on Series B preferred units(1)
|
42
|
|
|
—
|
|
|
—
|
|
|||
General partner’s distributions declared (includes IDRs)(1)(2)
|
—
|
|
|
—
|
|
|
328
|
|
|||
Limited partners’ distributions declared on MPLX common units (including common units of general partner)(1)
|
2,635
|
|
|
1,985
|
|
|
895
|
|
|||
Undistributed net loss attributable to MPLX LP
|
$
|
(1,725
|
)
|
|
$
|
(242
|
)
|
|
$
|
(494
|
)
|
(1)
|
See Note 8 for distribution information.
|
(2)
|
Distributions declared on January 25, 2018 on general partner common units issued on February 1, 2018 in exchange for the economic general partner interest, including IDRs, are shown as general partner distributions declared.
|
|
2019
|
||||||||||||||
(In millions, except per unit data)
|
Limited
Partners’
Common
Units
|
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
||||||||
Distributions declared
|
$
|
2,635
|
|
|
$
|
81
|
|
|
$
|
42
|
|
|
$
|
2,758
|
|
Undistributed net loss attributable to MPLX LP
|
(1,725
|
)
|
|
—
|
|
|
—
|
|
|
(1,725
|
)
|
||||
Net income attributable to MPLX LP(1)
|
$
|
910
|
|
|
$
|
81
|
|
|
$
|
42
|
|
|
$
|
1,033
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic(2)
|
906
|
|
|
|
|
|
|
906
|
|
||||||
Diluted(2)
|
907
|
|
|
|
|
|
|
907
|
|
||||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.00
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
2018
|
||||||||||
(In millions, except per unit data)
|
|
Limited Partners’
Common Units
|
|
Series A Preferred Units
|
|
Total
|
||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
||||||
Distributions declared
|
|
$
|
1,985
|
|
|
$
|
75
|
|
|
$
|
2,060
|
|
Undistributed net loss attributable to MPLX LP
|
|
(242
|
)
|
|
—
|
|
|
(242
|
)
|
|||
Net income attributable to MPLX LP(1)
|
|
$
|
1,743
|
|
|
$
|
75
|
|
|
$
|
1,818
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
761
|
|
|
|
|
761
|
|
||||
Diluted
|
|
761
|
|
|
|
|
761
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.29
|
|
|
|
|
|
||||
Diluted
|
|
$
|
2.29
|
|
|
|
|
|
|
|
2017
|
||||||||||||||
(In millions, except per unit data)
|
|
General
Partner
|
|
Limited Partners’
Common Units
|
|
Series A Preferred Units
|
|
Total
|
||||||||
Basic and diluted net income attributable to MPLX LP per unit:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPLX LP:
|
|
|
|
|
|
|
|
|
||||||||
Distribution declared (including IDRs)
|
|
$
|
328
|
|
|
$
|
895
|
|
|
$
|
65
|
|
|
$
|
1,288
|
|
Undistributed net loss attributable to MPLX LP
|
|
(10
|
)
|
|
(484
|
)
|
|
—
|
|
|
(494
|
)
|
||||
Net income attributable to MPLX LP(1)
|
|
$
|
318
|
|
|
$
|
411
|
|
|
$
|
65
|
|
|
$
|
794
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
8
|
|
|
385
|
|
|
|
|
393
|
|
|||||
Diluted
|
|
8
|
|
|
388
|
|
|
|
|
396
|
|
|||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
$
|
1.07
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
$
|
1.06
|
|
|
|
|
|
(1)
|
Allocation of net income/(loss) attributable to MPLX LP assumes all earnings for the period had been distributed based on the distribution priorities applicable to the period.
|
(2)
|
The Series B preferred units and the MPLX common units issued in connection with the Merger were not outstanding during the entire year. See Notes 4 and 8 for additional information about the treatment of these units.
|
(In units)
|
Common
|
|
Class B
|
|
General Partner(1)
|
|
Total
|
||||
Balance at December 31, 2016
|
357,193,288
|
|
|
3,990,878
|
|
|
7,371,105
|
|
|
368,555,271
|
|
Unit-based compensation awards
|
268,167
|
|
|
—
|
|
|
5,472
|
|
|
273,639
|
|
Issuance of units under the ATM Program
|
13,846,998
|
|
|
—
|
|
|
282,591
|
|
|
14,129,589
|
|
Contribution of HST/WHC/MPLXT (See Note 4)
|
12,960,376
|
|
|
—
|
|
|
264,497
|
|
|
13,224,873
|
|
Contribution of the Joint-Interest Acquisition (See Note 4)
|
18,511,134
|
|
|
—
|
|
|
377,778
|
|
|
18,888,912
|
|
Class B Conversion
|
4,350,057
|
|
|
(3,990,878
|
)
|
|
7,330
|
|
|
366,509
|
|
Balance at December 31, 2017
|
407,130,020
|
|
|
—
|
|
|
8,308,773
|
|
|
415,438,793
|
|
Unit-based compensation awards
|
348,387
|
|
|
—
|
|
|
140
|
|
|
348,527
|
|
Contribution of Refining Logistics and Fuels Distribution (See Note 4)
|
111,611,111
|
|
|
—
|
|
|
2,277,778
|
|
|
113,888,889
|
|
Conversion of GP economic interests
|
275,000,000
|
|
|
—
|
|
|
(10,586,691
|
)
|
|
264,413,309
|
|
Balance at December 31, 2018
|
794,089,518
|
|
|
—
|
|
|
—
|
|
|
794,089,518
|
|
Unit-based compensation awards
|
288,031
|
|
|
—
|
|
|
—
|
|
|
288,031
|
|
Issuance of units in connection with the Merger
|
262,829,592
|
|
|
—
|
|
|
—
|
|
|
262,829,592
|
|
Conversion of Series A preferred units
|
1,148,330
|
|
|
—
|
|
|
—
|
|
|
1,148,330
|
|
Balance at December 31, 2019
|
1,058,355,471
|
|
|
—
|
|
|
—
|
|
|
1,058,355,471
|
|
(1)
|
Changes to the number of general partner units outstanding, other than changes due to contributions made to MPC for the acquisitions of HSM, HST, WHC, MPLXT, the Joint-Interest Acquisition and Refining Logistics and Fuels Distribution, are the result of cash contributions made by the general partner in order to maintain its two percent GP Interest.
|
(In millions)
|
Series B Preferred Units
|
||
Beginning Balance at the Merger date
|
$
|
615
|
|
Net income allocated
|
17
|
|
|
Distributions received by Series B preferred unitholders
|
(21
|
)
|
|
Balance at December 31, 2019
|
$
|
611
|
|
(In millions)
|
2017
|
||
Net income attributable to MPLX LP
|
$
|
794
|
|
Less: Preferred unit distributions
|
65
|
|
|
General partner's IDRs and other
|
310
|
|
|
Net income attributable to MPLX LP available to general and limited partners
|
419
|
|
|
|
|
||
General partner's two percent GP Interest in net income attributable to MPLX LP
|
8
|
|
|
General partner's IDRs and other
|
310
|
|
|
General partner's GP Interest in net income attributable to MPLX LP
|
$
|
318
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
General partner's distributions:
|
|
|
|
|
|
||||||
General partner's distributions on general partner units
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
General partner's distributions on IDRs(1)
|
—
|
|
|
—
|
|
|
303
|
|
|||
Total distribution on general partner units and IDRs
|
—
|
|
|
—
|
|
|
328
|
|
|||
Limited partners' distributions:
|
|
|
|
|
|
||||||
Common unitholders, includes common units of general partner
|
2,635
|
|
|
1,985
|
|
|
895
|
|
|||
Series A preferred unit distributions
|
81
|
|
|
75
|
|
|
65
|
|
|||
Series B preferred unit distribution
|
42
|
|
|
—
|
|
|
—
|
|
|||
Total cash distributions declared
|
$
|
2,758
|
|
|
$
|
2,060
|
|
|
$
|
1,288
|
|
(1)
|
Includes distributions of fourth quarter 2017 income declared on general partner common units issued February 1, 2018 in exchange for the economic general partner interest.
|
(In millions)
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
$
|
1,004
|
|
|
$
|
1,000
|
|
Net income allocated
|
81
|
|
|
75
|
|
||
Distributions received by preferred unitholders
|
(81
|
)
|
|
(71
|
)
|
||
Conversion of preferred units to common units
|
(36
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
968
|
|
|
$
|
1,004
|
|
•
|
L&S – transports, stores, distributes and markets crude oil, asphalt, refined petroleum products and water. Also includes an inland marine business, terminals, rail facilities, storage caverns and refining logistics.
|
•
|
G&P – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
L&S
|
|
|
|
|
|
|
||||||
Service revenue
|
|
$
|
3,765
|
|
|
$
|
2,575
|
|
|
$
|
1,200
|
|
Rental income
|
|
1,235
|
|
|
856
|
|
|
279
|
|
|||
Product related revenue
|
|
91
|
|
|
23
|
|
|
—
|
|
|||
Income from equity method investments
|
|
200
|
|
|
171
|
|
|
36
|
|
|||
Other income
|
|
61
|
|
|
47
|
|
|
47
|
|
|||
Total segment revenues and other income(1)
|
|
5,352
|
|
|
3,672
|
|
|
1,562
|
|
|||
Segment Adjusted EBITDA(2)
|
|
2,748
|
|
|
2,057
|
|
|
775
|
|
|||
Capital expenditures
|
|
1,060
|
|
|
708
|
|
|
512
|
|
|||
Investments in unconsolidated affiliates
|
|
289
|
|
|
3
|
|
|
533
|
|
|||
G&P
|
|
|
|
|
|
|
||||||
Service revenue
|
|
2,188
|
|
|
1,685
|
|
|
1,038
|
|
|||
Rental income
|
|
349
|
|
|
342
|
|
|
277
|
|
|||
Product related revenue
|
|
997
|
|
|
1,171
|
|
|
897
|
|
|||
Income from equity method investments
|
|
90
|
|
|
76
|
|
|
42
|
|
|||
Other income
|
|
65
|
|
|
59
|
|
|
51
|
|
|||
Total segment revenues and other income(1)
|
|
3,689
|
|
|
3,333
|
|
|
2,305
|
|
|||
Segment Adjusted EBITDA(2)
|
|
1,586
|
|
|
1,418
|
|
|
1,229
|
|
|||
Capital expenditures
|
|
1,203
|
|
|
1,545
|
|
|
972
|
|
|||
Investments in unconsolidated affiliates
|
|
$
|
424
|
|
|
$
|
338
|
|
|
$
|
228
|
|
(1)
|
Within the total segment revenues and other income amounts presented above, third party revenues for the L&S segment were $660 million, $371 million and $160 million for 2019, 2018 and 2017, respectively. Third party revenues for the G&P segment were $3,474 million, $3,198 million and $2,246 million for 2019, 2018 and 2017, respectively.
|
(2)
|
See below for the reconciliation from Segment Adjusted EBITDA to “Net income.”
|
|
|
December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Segment Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
15
|
|
|
$
|
77
|
|
L&S
|
|
20,810
|
|
|
19,963
|
|
||
G&P
|
|
19,605
|
|
|
19,285
|
|
||
Total assets
|
|
$
|
40,430
|
|
|
$
|
39,325
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Reconciliation to Net income:
|
|
|
|
|
|
|
||||||
L&S Segment Adjusted EBITDA
|
|
$
|
2,748
|
|
|
$
|
2,057
|
|
|
$
|
775
|
|
G&P Segment Adjusted EBITDA
|
|
1,586
|
|
|
1,418
|
|
|
1,229
|
|
|||
Total reportable segments
|
|
4,334
|
|
|
3,475
|
|
|
2,004
|
|
|||
Depreciation and amortization(1)
|
|
(1,254
|
)
|
|
(867
|
)
|
|
(683
|
)
|
|||
(Provision)/benefit for income taxes
|
|
—
|
|
|
(8
|
)
|
|
(1
|
)
|
|||
Amortization of deferred financing costs
|
|
(42
|
)
|
|
(55
|
)
|
|
(53
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|||
Non-cash equity-based compensation
|
|
(22
|
)
|
|
(23
|
)
|
|
(15
|
)
|
|||
Impairment expense
|
|
(1,197
|
)
|
|
—
|
|
|
—
|
|
|||
Net interest and other financial costs
|
|
(873
|
)
|
|
(613
|
)
|
|
(301
|
)
|
|||
Income from equity method investments
|
|
290
|
|
|
247
|
|
|
78
|
|
|||
Distributions/adjustments related to equity method investments
|
|
(562
|
)
|
|
(458
|
)
|
|
(231
|
)
|
|||
Unrealized derivative gains/(losses)(2)
|
|
1
|
|
|
5
|
|
|
(6
|
)
|
|||
Acquisition costs
|
|
(14
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|||
Other
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA attributable to noncontrolling interests
|
|
32
|
|
|
18
|
|
|
8
|
|
|||
Adjusted EBITDA attributable to Predecessor(3)
|
|
770
|
|
|
335
|
|
|
47
|
|
|||
Net income
|
|
$
|
1,462
|
|
|
$
|
2,006
|
|
|
$
|
836
|
|
(1)
|
Depreciation and amortization attributable to L&S was $503 million, $308 million and $163 million for the years ended 2019, 2018 and 2017, respectively. Depreciation and amortization attributable to G&P was $751 million, $559 million and $520 million for 2019, 2018 and 2017, respectively.
|
(2)
|
MPLX makes a distinction between realized or unrealized gains and losses on derivatives. During the period when a derivative contract is outstanding, changes in the fair value of the derivative are recorded as an unrealized gain or loss. When a derivative contract matures or is settled, the previously recorded unrealized gain or loss is reversed and the realized gain or loss of the contract is recorded.
|
(3)
|
The Adjusted EBITDA adjustments related to Predecessor are excluded from Adjusted EBITDA attributable to MPLX LP prior to the acquisition date.
|
|
2019(1)
|
|
2018(1)
|
|
2017(1)
|
|||
Operating revenues(2)
|
|
|
|
|
|
|||
L&S
|
91
|
%
|
|
94
|
%
|
|
92
|
%
|
G&P
|
4
|
%
|
|
3
|
%
|
|
0
|
%
|
Total
|
56
|
%
|
|
50
|
%
|
|
37
|
%
|
Total revenues and other income
|
|
|
|
|
|
|||
L&S
|
88
|
%
|
|
90
|
%
|
|
90
|
%
|
G&P
|
4
|
%
|
|
2
|
%
|
|
0
|
%
|
Total
|
54
|
%
|
|
48
|
%
|
|
36
|
%
|
(1)
|
The percent calculations exclude revenues attributable to volumes shipped by MPC under joint tariffs with third parties, which are treated as third-party revenue for accounting purposes.
|
(2)
|
Operating revenues consist of service revenue, service revenue - product related, rental income and product sales.
|
|
|
December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
NGLs
|
|
$
|
5
|
|
|
$
|
9
|
|
Line fill
|
|
10
|
|
|
9
|
|
||
Spare parts, materials and supplies
|
|
95
|
|
|
80
|
|
||
Total inventories
|
|
$
|
110
|
|
|
$
|
98
|
|
|
|
Estimated
Useful Lives
|
|
December 31,
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||||
Natural gas gathering and NGL transportation pipelines and facilities
|
|
5 - 40 years
|
|
$
|
7,037
|
|
|
$
|
6,349
|
|
Processing, fractionation and storage facilities
|
|
5 - 46 years
|
|
6,410
|
|
|
6,045
|
|
||
Pipelines and related assets
|
|
2 - 51 years
|
|
5,117
|
|
|
5,111
|
|
||
Barges and towing vessels
|
|
15 - 20 years
|
|
739
|
|
|
621
|
|
||
Terminals and related assets
|
|
4 - 45 years
|
|
2,222
|
|
|
2,757
|
|
||
Refinery related assets
|
|
13 - 38 years
|
|
1,383
|
|
|
1,447
|
|
||
Land, building, office equipment and other
|
|
2 - 45 years
|
|
2,554
|
|
|
1,562
|
|
||
Construction-in-progress
|
|
|
|
1,405
|
|
|
1,321
|
|
||
Total
|
|
|
|
26,867
|
|
|
25,213
|
|
||
Less accumulated depreciation
|
|
|
|
4,722
|
|
|
3,688
|
|
||
Property, plant and equipment, net
|
|
|
|
$
|
22,145
|
|
|
$
|
21,525
|
|
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Gross goodwill as of December 31, 2017
|
$
|
162
|
|
|
$
|
2,213
|
|
|
$
|
2,375
|
|
Accumulated impairment losses
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
|||
Balance as of December 31, 2017
|
162
|
|
|
2,083
|
|
|
2,245
|
|
|||
Acquisitions(1)
|
7,072
|
|
|
699
|
|
|
7,771
|
|
|||
Balance as of December 31, 2018
|
7,234
|
|
|
2,782
|
|
|
10,016
|
|
|||
Impairment losses
|
—
|
|
|
(1,197
|
)
|
|
(1,197
|
)
|
|||
Acquisitions(1)
|
488
|
|
|
229
|
|
|
717
|
|
|||
Balance as of December 31, 2019
|
7,722
|
|
|
1,814
|
|
|
9,536
|
|
|||
|
|
|
|
|
|
||||||
Gross goodwill as of December 31, 2019
|
7,722
|
|
|
3,141
|
|
|
10,863
|
|
|||
Accumulated impairment losses
|
—
|
|
|
(1,327
|
)
|
|
(1,327
|
)
|
|||
Balance as of December 31, 2019
|
$
|
7,722
|
|
|
$
|
1,814
|
|
|
$
|
9,536
|
|
(1)
|
Acquisitions in 2018 are inclusive of the Mt. Airy Terminal acquisition as well as the Merger while acquisitions in 2019 are inclusive of measurement period adjustments related to the previously mentioned transactions.
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(In millions)
|
|
Useful Life
|
|
Gross
|
|
Accumulated Amortization(1)
|
|
Net
|
|
Gross
|
|
Accumulated Amortization(1)
|
|
Net
|
||||||||||||
L&S
|
|
6 - 8 years
|
|
$
|
283
|
|
|
$
|
(45
|
)
|
|
$
|
238
|
|
|
$
|
249
|
|
|
$
|
(14
|
)
|
|
$
|
235
|
|
G&P
|
|
6 - 25 years
|
|
1,288
|
|
|
(256
|
)
|
|
1,032
|
|
|
1,253
|
|
|
(129
|
)
|
|
1,124
|
|
||||||
|
|
|
|
$
|
1,571
|
|
|
$
|
(301
|
)
|
|
$
|
1,270
|
|
|
$
|
1,502
|
|
|
$
|
(143
|
)
|
|
$
|
1,359
|
|
(1)
|
Amortization expense attributable to the G&P segment for the years ended December 31, 2019 and 2018 was $127 million and $49 million, respectively. Amortization expense attributable to the L&S segment for the year ended December 31, 2019 and 2018 was $31 million and $14 million, respectively.
|
|
December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
(In millions)
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Significant unobservable inputs (Level 3)
|
|
|
|
|
|
|
|
||||||||
Embedded derivatives in commodity contracts
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
Total carrying value on Consolidated Balance Sheets
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
2019
|
|
2018
|
||||||||||||
(In millions)
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
|
Commodity Derivative Contracts (net)
|
|
Embedded Derivatives in Commodity Contracts (net)
|
||||||||
Fair value at beginning of period
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
(2
|
)
|
|
$
|
(64
|
)
|
Total gains/(losses) (realized and unrealized) included in earnings(1)
|
—
|
|
|
(5
|
)
|
|
6
|
|
|
(9
|
)
|
||||
Settlements
|
—
|
|
|
6
|
|
|
(4
|
)
|
|
12
|
|
||||
Fair value at end of period
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
(61
|
)
|
||||
The amount of total losses for the period included in earnings attributable to the change in unrealized gains or losses relating to liabilities still held at end of period
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
(1)
|
Gains and losses on commodity derivatives classified as Level 3 are recorded in “Product sales” on the Consolidated Statements of Income. Gains and losses on derivatives embedded in commodity contracts are recorded in “Purchased product costs” and “Cost of revenues” on the Consolidated Statements of Income.
|
|
December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt
|
$
|
21,054
|
|
|
$
|
19,800
|
|
|
$
|
18,070
|
|
|
$
|
18,511
|
|
SMR liability
|
$
|
90
|
|
|
$
|
80
|
|
|
$
|
92
|
|
|
$
|
86
|
|
|
December 31,
|
||||||||||||||
(In millions)
|
2019
|
|
2018
|
||||||||||||
Derivative contracts not designated as hedging instruments and their balance sheet location
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
Commodity contracts(1)
|
|
|
|
|
|
|
|
||||||||
Other current assets /Other current liabilities
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
Other noncurrent assets /Deferred credits and other liabilities
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
(1)
|
Includes embedded derivatives in commodity contracts as discussed above.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Product sales
|
|
|
|
|
|
||||||
Realized gains/(losses)
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(9
|
)
|
Unrealized gains
|
—
|
|
|
2
|
|
|
4
|
|
|||
Total derivative gains/(losses) related to product sales
|
—
|
|
|
6
|
|
|
(5
|
)
|
|||
Purchased product costs
|
|
|
|
|
|
||||||
Realized losses
|
(6
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|||
Unrealized gains/(losses)
|
1
|
|
|
3
|
|
|
(10
|
)
|
|||
Total derivative loss related to purchased product costs
|
(5
|
)
|
|
(9
|
)
|
|
(19
|
)
|
|||
Cost of revenues
|
|
|
|
|
|
||||||
Realized gains/(losses)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized gains/(losses)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total derivative losses related to cost of revenues
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total derivative losses
|
$
|
(5
|
)
|
|
$
|
(3
|
)
|
|
$
|
(24
|
)
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility due 2024
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility due 2021
|
1,000
|
|
|
—
|
|
||
Floating rate senior notes due September 2021
|
1,000
|
|
|
—
|
|
||
Floating rate senior notes due September 2022
|
1,000
|
|
|
—
|
|
||
6.250% senior notes due October 2022
|
266
|
|
|
—
|
|
||
3.500% senior notes due December 2022
|
486
|
|
|
—
|
|
||
3.375% senior notes due March 2023
|
500
|
|
|
500
|
|
||
4.500% senior notes due July 2023
|
989
|
|
|
989
|
|
||
6.375% senior notes due May 2024
|
381
|
|
|
—
|
|
||
4.875% senior notes due December 2024
|
1,149
|
|
|
1,149
|
|
||
5.250% senior notes due January 2025
|
708
|
|
|
—
|
|
||
4.000% senior notes due February 2025
|
500
|
|
|
500
|
|
||
4.875% senior notes due June 2025
|
1,189
|
|
|
1,189
|
|
||
4.125% senior notes due March 2027
|
1,250
|
|
|
1,250
|
|
||
4.250% senior notes due December 2027
|
732
|
|
|
—
|
|
||
4.000% senior notes due March 2028
|
1,250
|
|
|
1,250
|
|
||
4.800% senior notes due February 2029
|
750
|
|
|
750
|
|
||
4.500% senior notes due April 2038
|
1,750
|
|
|
1,750
|
|
||
5.200% senior notes due March 2047
|
1,000
|
|
|
1,000
|
|
||
5.200% senior notes due December 2047
|
487
|
|
|
—
|
|
||
4.700% senior notes due April 2048
|
1,500
|
|
|
1,500
|
|
||
5.500% senior notes due February 2049
|
1,500
|
|
|
1,500
|
|
||
4.900% senior notes due April 2058
|
500
|
|
|
500
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
MarkWest - 4.500% - 4.875% senior notes, due 2023-2025
|
23
|
|
|
23
|
|
||
ANDX - 3.500% - 6.375% senior notes, due 2019-2047
|
190
|
|
|
3,750
|
|
||
ANDX credit facilities
|
—
|
|
|
1,245
|
|
||
Financing lease obligations(1)
|
19
|
|
|
21
|
|
||
Total
|
20,119
|
|
|
18,866
|
|
||
Unamortized debt issuance costs
|
(106
|
)
|
|
(97
|
)
|
||
Unamortized discount/premium
|
(300
|
)
|
|
(334
|
)
|
||
Amounts due within one year
|
(9
|
)
|
|
(513
|
)
|
||
Total long-term debt due after one year
|
$
|
19,704
|
|
|
$
|
17,922
|
|
(1)
|
See Note 22 for lease information.
|
Senior Notes
|
|
Interest payable semi-annually in arrears
|
6.250% senior notes due October 2022
|
|
April 15th and October 15th
|
3.500% senior notes due December 2022
|
|
June 1st and December 1st
|
3.375% senior notes due March 2023
|
|
March 15th and September 15th
|
4.500% senior notes due July 2023
|
|
January 15th and July 15th
|
6.375% senior notes due May 2024
|
|
May 1st and November 1st
|
4.875% senior notes due December 2024
|
|
June 1st and December 1st
|
5.250% senior notes due January 2025
|
|
January 15th and July 15th
|
4.000% senior notes due February 2025
|
|
February 15th and August 15th
|
4.875% senior notes due June 2025
|
|
June 1st and December 1st
|
4.125% senior notes due March 2027
|
|
March 1st and September 1st
|
4.250% senior notes due December 2027
|
|
June 1st and December 1st
|
4.000% senior notes due March 2028
|
|
March 15th and September 15th
|
4.800% senior notes due February 2029
|
|
February 15th and August 15th
|
4.500% senior notes due April 2038
|
|
April 15th and October 15th
|
5.200% senior notes due March 2047
|
|
March 1st and September 1st
|
5.200% senior notes due December 2047
|
|
June 1st and December 1st
|
4.700% senior notes due April 2048
|
|
April 15th and October 15th
|
5.500% senior notes due February 2049
|
|
February 15th and August 15th
|
4.900% senior notes due April 2058
|
|
April 15th and October 15th
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
46
|
|
|
$
|
51
|
|
Liabilities
|
|
|
|
||||
Other current liabilities
|
5
|
|
|
5
|
|
||
Deferred credits and other liabilities
|
$
|
75
|
|
|
$
|
81
|
|
|
2019
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
346
|
|
|
$
|
2,152
|
|
|
$
|
2,498
|
|
Service revenue - related parties
|
3,419
|
|
|
36
|
|
|
3,455
|
|
|||
Service revenue - product related
|
—
|
|
|
140
|
|
|
140
|
|
|||
Product sales(1)
|
65
|
|
|
741
|
|
|
806
|
|
|||
Product sales - related parties
|
26
|
|
|
116
|
|
|
142
|
|
|||
Total revenues from contracts with customers
|
$
|
3,856
|
|
|
$
|
3,185
|
|
|
7,041
|
|
|
Non-ASC 606 revenue(2)
|
|
|
|
|
2,000
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
9,041
|
|
|
2018
|
||||||||||
(In millions)
|
L&S
|
|
G&P
|
|
Total
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
174
|
|
|
$
|
1,682
|
|
|
$
|
1,856
|
|
Service revenue - related parties
|
2,401
|
|
|
3
|
|
|
2,404
|
|
|||
Service revenue - product related
|
—
|
|
|
220
|
|
|
220
|
|
|||
Product sales(1)
|
12
|
|
|
870
|
|
|
882
|
|
|||
Product sales - related parties
|
11
|
|
|
76
|
|
|
87
|
|
|||
Total revenues from contracts with customers
|
$
|
2,598
|
|
|
$
|
2,851
|
|
|
5,449
|
|
|
Non-ASC 606 revenue(2)
|
|
|
|
|
1,556
|
|
|||||
Total revenues and other income
|
|
|
|
|
$
|
7,005
|
|
(1)
|
G&P “Product sales” for the year ended December 31, 2018 was adjusted in the table above by $5 million related to derivative gains and mark-to-market adjustments. There were no adjustments for the year ended December 31, 2019.
|
(2)
|
Non-ASC 606 Revenue includes rental income, income from equity method investments, derivative gains and losses, mark-to-market adjustments, and other income.
|
(In millions)
|
Balance at December 31, 2018(1)
|
|
Additions/ (Deletions)
|
|
Revenue Recognized(2)
|
|
Balance at December 31, 2019
|
||||||||
Contract assets
|
$
|
36
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
39
|
|
Deferred revenue
|
13
|
|
|
17
|
|
|
(7
|
)
|
|
23
|
|
||||
Deferred revenue - related parties
|
65
|
|
|
55
|
|
|
(67
|
)
|
|
53
|
|
||||
Long-term deferred revenue
|
56
|
|
|
34
|
|
|
—
|
|
|
90
|
|
||||
Long-term deferred revenue - related parties
|
$
|
52
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
55
|
|
(In millions)
|
Balance at January 1, 2018(1)
|
|
Additions/ (Deletions)(3)
|
|
Revenue Recognized(2)
|
|
Balance at December 31, 2018
|
||||||||
Contract assets
|
$
|
4
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Deferred revenue
|
5
|
|
|
19
|
|
|
(11
|
)
|
|
13
|
|
||||
Deferred revenue - related parties
|
42
|
|
|
60
|
|
|
(37
|
)
|
|
65
|
|
||||
Long-term deferred revenue
|
5
|
|
|
51
|
|
|
—
|
|
|
56
|
|
||||
Long-term deferred revenue - related parties
|
$
|
43
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
52
|
|
(1)
|
Balance represents ASC 606 portion of each respective line item.
|
(2)
|
No significant revenue was recognized related to past performance obligations for the years ended December 31, 2019 and 2018.
|
(3)
|
Includes opening balances related to the Merger.
|
(1)
|
All fixed consideration from contracts with customers is included in the amounts presented above. Variable consideration that is constrained or not required to be estimated as it reflects our efforts to perform is excluded.
|
(2)
|
Arrangements deemed implicit leases are included in “Rental income” and are excluded from this table.
|
(3)
|
Only minimum volume commitments that are deemed fixed are included in the table above. MPLX has various minimum volume commitments in processing arrangements that vary based on the actual Btu content of the gas received. These amounts are deemed variable consideration and are excluded from the table above.
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
15
|
|
|
$
|
77
|
|
Restricted cash(1)
|
—
|
|
|
8
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
15
|
|
|
$
|
85
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by operating activities included:
|
|
|
|
|
|
|
||||||
Interest paid (net of amounts capitalized)
|
|
$
|
835
|
|
|
$
|
568
|
|
|
$
|
263
|
|
Income taxes paid
|
|
1
|
|
|
1
|
|
|
3
|
|
|||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
|
|
||||||
Payments on operating leases
|
|
85
|
|
|
—
|
|
|
—
|
|
|||
Interest payment under finance lease obligations
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities included
|
|
|
|
|
|
|
||||||
Principal payments under finance lease obligations
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Net transfers of property, plant and equipment from materials and supplies inventories
|
|
2
|
|
|
2
|
|
|
6
|
|
|||
MPLX terminal lease classification change
|
|
21
|
|
|
—
|
|
|
—
|
|
|||
ROU assets obtained in exchange for new operating lease obligations
|
|
26
|
|
|
—
|
|
|
—
|
|
|||
ROU assets obtained in exchange for new finance lease obligations
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Contribution - fixed assets to joint venture(1)
|
|
—
|
|
|
—
|
|
|
337
|
|
|||
Contribution - common units issued(2)
|
|
$
|
7,722
|
|
|
$
|
4,236
|
|
|
$
|
1,133
|
|
(1)
|
Contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings.
|
(2)
|
For 2017, includes limited and general partner units issued to MPC as consideration in the acquisitions of the joint-interests, HST, WHC and MPLXT. For 2018, includes limited and general partner units issued to MPC as consideration in the acquisition of Refining Logistics and Fuels Distribution. For 2019, includes limited partner units issued to MPC and public unitholders as consideration in the Merger. See Note 4.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Increase/(decrease) in capital accruals
|
|
$
|
(146
|
)
|
|
$
|
135
|
|
|
$
|
71
|
|
(In millions)
|
Pension Benefits
|
|
Other Post-Retirement Benefits
|
|
Total
|
||||||
Balance at December 31, 2017(1)
|
$
|
(13
|
)
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
Other comprehensive loss - remeasurements(2)
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Balance at December 31, 2018(1)
|
(14
|
)
|
|
(2
|
)
|
|
(16
|
)
|
|||
Other comprehensive income - remeasurements(2)
|
—
|
|
|
1
|
|
|
1
|
|
|||
Balance as of December 31, 2019(1)
|
$
|
(14
|
)
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
(1)
|
These components of “Accumulated other comprehensive loss” are included in the computation of net periodic benefit cost by LOOP and Explorer and are therefore included on the Consolidated Statements of Income under the caption “Income/(loss) from equity method investments.”
|
(2)
|
Components of other comprehensive loss - remeasurements relate to actuarial gains and losses as well as amortization of prior service costs. MPLX records an adjustment to “Comprehensive income” in accordance with its ownership interest in LOOP and Explorer.
|
|
|
Phantom Units
|
|||||||||
|
|
Number
of Units
|
|
Weighted
Average
Fair Value
|
|
Aggregate Intrinsic Value (In millions)
|
|||||
Outstanding at December 31, 2018
|
|
1,154,335
|
|
|
$
|
34.34
|
|
|
|
||
Granted
|
|
219,488
|
|
|
32.62
|
|
|
|
|||
Legacy ANDX phantom units converted to MPLX phantom units at the Merger
|
|
208,533
|
|
|
43.64
|
|
|
|
|||
Settled
|
|
(426,451
|
)
|
|
33.84
|
|
|
|
|||
Forfeited
|
|
(46,337
|
)
|
|
33.63
|
|
|
|
|||
Outstanding at December 31, 2019
|
|
1,109,568
|
|
|
35.97
|
|
|
|
|||
Vested and expected to vest at December 31, 2019
|
|
1,104,552
|
|
|
35.98
|
|
|
$
|
28
|
|
|
Non-forfeitable at December 31, 2019(1)
|
|
507,471
|
|
|
$
|
37.32
|
|
|
$
|
13
|
|
(1)
|
Represents a subset of phantom units held by our non-employee directors and certain of our officers and non-officer employees that are generally non-forfeitable and that would be paid out as common units upon the holder’s separation from service.
|
|
|
Phantom Units
|
||||||
|
|
Intrinsic Value of Units Issued During the Period (in millions)
|
|
Weighted Average Grant Date Fair Value of Units Granted During the Period
|
||||
2019
|
|
$
|
14
|
|
|
$
|
32.62
|
|
2018
|
|
18
|
|
|
33.84
|
|
||
2017
|
|
$
|
15
|
|
|
$
|
36.26
|
|
|
|
Performance Units
|
|||||
|
|
Number of Units
|
|
Weighted
Average Fair Value |
|||
Outstanding at December 31, 2018
|
|
1,941,750
|
|
|
$
|
0.80
|
|
Granted
|
|
987,994
|
|
|
0.76
|
|
|
Settled
|
|
(772,397
|
)
|
|
0.63
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31, 2019
|
|
2,157,347
|
|
|
$
|
0.84
|
|
|
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
|
2.51%
|
|
N/A
|
|
1.52%
|
Look-back period
|
|
2.84 years
|
|
N/A
|
|
2.83 years
|
Expected volatility
|
|
25.01%
|
|
N/A
|
|
49.34%
|
Grant date fair value of performance units granted
|
|
$0.76
|
|
N/A
|
|
$0.90
|
|
2019
|
||||||
(In millions)
|
Related Party
|
|
Third Party
|
||||
Components of lease costs:
|
|
|
|
||||
Operating lease costs
|
$
|
14
|
|
|
$
|
75
|
|
|
|
|
|
||||
Finance lease cost:
|
|
|
|
||||
Amortization of ROU assets
|
—
|
|
|
5
|
|
||
Interest on lease liabilities
|
—
|
|
|
1
|
|
||
Total finance lease cost
|
—
|
|
|
6
|
|
||
|
|
|
|
||||
Variable lease cost
|
1
|
|
|
11
|
|
||
Short-term lease cost
|
—
|
|
|
80
|
|
||
Total lease cost
|
$
|
15
|
|
|
$
|
172
|
|
|
December 31, 2019
|
||||||
(In millions)
|
Related Party
|
|
Third Party
|
||||
Operating leases
|
|
|
|
||||
Assets
|
|
|
|
||||
Right of use assets
|
$
|
232
|
|
|
$
|
365
|
|
Liabilities
|
|
|
|
||||
Operating lease liabilities
|
1
|
|
|
66
|
|
||
Long-term operating lease liabilities
|
230
|
|
|
302
|
|
||
Total operating lease liabilities
|
$
|
231
|
|
|
$
|
368
|
|
Weighted average remaining lease term
|
47.20 years
|
|
|
8.59 years
|
|
||
Weighted average discount rate
|
5.80
|
%
|
|
4.38
|
%
|
||
|
|
|
|
||||
Finance leases
|
|
|
|
||||
Assets
|
|
|
|
||||
Property, plant and equipment, gross
|
|
|
$
|
46
|
|
||
Accumulated depreciation
|
|
|
19
|
|
|||
Property, plant and equipment, net
|
|
|
27
|
|
|||
Liabilities
|
|
|
|
||||
Other current liabilities
|
|
|
9
|
|
|||
Long-term debt
|
|
|
10
|
|
|||
Total finance lease liabilities
|
|
|
$
|
19
|
|
||
Weighted average remaining lease term
|
|
|
10.16 years
|
|
|||
Weighted average discount rate
|
|
|
5.87
|
%
|
(In millions)
|
Related Party Operating
Leases |
|
Third Party Operating
Leases |
|
Finance
Leases |
||||||
2020
|
$
|
14
|
|
|
$
|
78
|
|
|
$
|
10
|
|
2021
|
14
|
|
|
73
|
|
|
2
|
|
|||
2022
|
14
|
|
|
63
|
|
|
2
|
|
|||
2023
|
14
|
|
|
56
|
|
|
2
|
|
|||
2024
|
14
|
|
|
36
|
|
|
1
|
|
|||
2025 and thereafter
|
605
|
|
|
139
|
|
|
10
|
|
|||
Gross lease payments
|
675
|
|
|
445
|
|
|
27
|
|
|||
Less: Imputed interest
|
444
|
|
|
77
|
|
|
8
|
|
|||
Total lease liabilities
|
$
|
231
|
|
|
$
|
368
|
|
|
$
|
19
|
|
(In millions)
|
Operating
Lease Obligations |
|
Capital
Lease
Obligations
|
||||
2019
|
$
|
90
|
|
|
$
|
5
|
|
2020
|
88
|
|
|
8
|
|
||
2021
|
83
|
|
|
3
|
|
||
2022
|
76
|
|
|
2
|
|
||
2023
|
70
|
|
|
2
|
|
||
2024 and thereafter
|
825
|
|
|
4
|
|
||
Total minimum lease payments
|
$
|
1,232
|
|
|
24
|
|
|
Less: imputed interest costs
|
|
|
3
|
|
|||
Present value of net minimum lease payments
|
|
|
$
|
21
|
|
|
2019
|
||||||
(In millions)
|
Related Party
|
|
Third Party
|
||||
Operating leases:
|
|
|
|
||||
Operating lease revenue(1)
|
$
|
1,020
|
|
|
$
|
257
|
|
|
|
|
|
||||
Sales-type leases:
|
|
|
|
||||
Profit/(loss) recognized at the commencement date
|
—
|
|
|
N/A
|
|
||
Interest income (Sales-type rental revenue- fixed minimum)
|
6
|
|
|
N/A
|
|
||
Interest income (Revenue from variable lease payments)
|
$
|
1
|
|
|
N/A
|
|
(1)
|
These amounts are presented net of executory costs.
|
(In millions)
|
Related Party
|
|
Third Party
|
|
Total
|
||||||
2020
|
$
|
1,134
|
|
|
$
|
186
|
|
|
$
|
1,320
|
|
2021
|
1,130
|
|
|
179
|
|
|
1,309
|
|
|||
2022
|
1,127
|
|
|
177
|
|
|
1,304
|
|
|||
2023
|
1,074
|
|
|
170
|
|
|
1,244
|
|
|||
2024
|
1,015
|
|
|
167
|
|
|
1,182
|
|
|||
2025 and thereafter
|
2,699
|
|
|
1,072
|
|
|
3,771
|
|
|||
Total minimum future rentals
|
$
|
8,179
|
|
|
$
|
1,951
|
|
|
$
|
10,130
|
|
(In millions)
|
Related Party
|
|
Third Party
|
|
Total
|
||||||
2019
|
$
|
1,277
|
|
|
$
|
171
|
|
|
$
|
1,448
|
|
2020
|
1,275
|
|
|
163
|
|
|
1,438
|
|
|||
2021
|
1,146
|
|
|
154
|
|
|
1,300
|
|
|||
2022
|
1,143
|
|
|
151
|
|
|
1,294
|
|
|||
2023
|
1,094
|
|
|
145
|
|
|
1,239
|
|
|||
2024 and thereafter
|
3,786
|
|
|
1,114
|
|
|
4,900
|
|
|||
Total minimum future rentals
|
$
|
9,721
|
|
|
$
|
1,898
|
|
|
$
|
11,619
|
|
(In millions)
|
Related Party
|
||
2020
|
$
|
14
|
|
2021
|
14
|
|
|
2022
|
14
|
|
|
2023
|
15
|
|
|
2024
|
15
|
|
|
2025 and thereafter
|
20
|
|
|
Total minimum future rentals
|
92
|
|
|
Less: present value discount
|
45
|
|
|
Lease receivable
|
$
|
47
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
1,120
|
|
|
$
|
964
|
|
Processing, fractionation and storage facilities
|
2,176
|
|
|
1,670
|
|
||
Pipelines and related assets
|
362
|
|
|
376
|
|
||
Barges and towing vessels
|
738
|
|
|
619
|
|
||
Terminals and related assets
|
1,232
|
|
|
1,415
|
|
||
Refinery related assets
|
1,083
|
|
|
981
|
|
||
Land, building, office equipment and other
|
236
|
|
|
187
|
|
||
Total
|
6,947
|
|
|
6,212
|
|
||
Less accumulated depreciation
|
2,355
|
|
|
2,074
|
|
||
Property, plant and equipment, net
|
$
|
4,592
|
|
|
$
|
4,138
|
|
(In millions)
|
|
||
2020
|
$
|
2,246
|
|
2021
|
2,222
|
|
|
2022
|
2,199
|
|
|
2023
|
2,200
|
|
|
2024
|
1,753
|
|
|
2025 and thereafter
|
191
|
|
|
Total
|
$
|
10,811
|
|
|
|
2019
|
||||||||||||||
(In millions, except per unit data)
|
|
1st Qtr.(1)
|
|
2nd Qtr.(1)
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||
Total revenues and other income
|
|
$
|
2,235
|
|
|
$
|
2,210
|
|
|
$
|
2,280
|
|
|
$
|
2,316
|
|
Income from operations
|
|
912
|
|
|
885
|
|
|
926
|
|
|
(346
|
)
|
||||
Net income
|
|
689
|
|
|
657
|
|
|
689
|
|
|
(573
|
)
|
||||
Net income attributable to MPLX LP
|
|
503
|
|
|
482
|
|
|
629
|
|
|
(581
|
)
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
|
0.61
|
|
|
0.56
|
|
|
0.61
|
|
|
(0.58
|
)
|
||||
Common - diluted
|
|
0.61
|
|
|
0.55
|
|
|
0.61
|
|
|
(0.58
|
)
|
||||
Cash distributions declared per limited partner common unit
|
|
0.6575
|
|
|
0.6675
|
|
|
0.6775
|
|
|
0.6875
|
|
||||
Distributions declared:
|
|
|
|
|
|
|
|
|
||||||||
Limited partner units - Public
|
|
191
|
|
|
261
|
|
|
266
|
|
|
270
|
|
||||
Limited partner units - MPC
|
|
332
|
|
|
431
|
|
|
438
|
|
|
446
|
|
||||
Series A preferred units
|
|
20
|
|
|
21
|
|
|
20
|
|
|
20
|
|
||||
Series B preferred units
|
|
—
|
|
|
21
|
|
|
10
|
|
|
11
|
|
||||
Total distributions declared
|
|
$
|
543
|
|
|
$
|
734
|
|
|
$
|
734
|
|
|
$
|
747
|
|
|
|
2018
|
||||||||||||||
(In millions, except per unit data)
|
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.(1)
|
||||||||
Total revenues and other income
|
|
$
|
1,420
|
|
|
$
|
1,578
|
|
|
$
|
1,712
|
|
|
$
|
2,295
|
|
Income from operations
|
|
557
|
|
|
608
|
|
|
672
|
|
|
891
|
|
||||
Net income
|
|
423
|
|
|
456
|
|
|
516
|
|
|
611
|
|
||||
Net income attributable to MPLX LP
|
|
421
|
|
|
453
|
|
|
510
|
|
|
434
|
|
||||
Net income attributable to MPLX LP per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
|
0.61
|
|
|
0.55
|
|
|
0.62
|
|
|
0.52
|
|
||||
Common - diluted
|
|
0.61
|
|
|
0.55
|
|
|
0.62
|
|
|
0.52
|
|
||||
Cash distributions declared per limited partner common unit
|
|
0.6175
|
|
|
0.6275
|
|
|
0.6375
|
|
|
0.6475
|
|
||||
Distributions declared:
|
|
|
|
|
|
|
|
|
||||||||
Limited partner units - Public
|
|
179
|
|
|
181
|
|
|
185
|
|
|
187
|
|
||||
Limited partner units - MPC
|
|
288
|
|
|
316
|
|
|
322
|
|
|
327
|
|
||||
Series A preferred units
|
|
16
|
|
|
20
|
|
|
19
|
|
|
20
|
|
||||
Total distributions declared
|
|
$
|
483
|
|
|
$
|
517
|
|
|
$
|
526
|
|
|
$
|
534
|
|
(1)
|
As discussed in Note 1, MPLX’s acquisition of ANDX is considered a transfer between entities under common control due to MPC’s prior relationship with ANDX. Transfers of businesses between entities under common control require prior periods to be retrospectively adjusted for those dates that the entity was under common control. Accordingly, the tables above include the historical results of ANDX beginning October 1, 2018. Amounts shown for the fourth quarter of 2018 as well as the first and second quarters of 2019 are different than amounts previously reported for Total revenues and other income, Income from operations and Net income as a results of this retrospective adjustment for ANDX. Total revenues and other income originally reported for the fourth quarter of 2018 and the first and second quarters of 2019 was $1,715 million, $1,646 million and $1,629 million, respectively. Income from operations originally reported for the fourth quarter of 2018 and the first and second quarters of 2019 was $666 million, $678 million and $659 million, respectively. Net income originally reported for the fourth quarter of 2018 and the first and second quarters of 2019 was $439 million, $509 million and $488 million, respectively.
|
Name
|
|
Age
|
|
Position with MPLX GP LLC
|
Gary R. Heminger
|
|
66
|
|
Chairman of the Board of Directors
|
Michael J. Hennigan
|
|
60
|
|
Director, President and Chief Executive Officer
|
Pamela K.M. Beall
|
|
63
|
|
Director, Executive Vice President and Chief Financial Officer
|
Michael L. Beatty
|
|
72
|
|
Director
|
Christopher A. Helms
|
|
65
|
|
Director
|
Garry L. Peiffer
|
|
68
|
|
Director
|
Dan D. Sandman
|
|
71
|
|
Director
|
Frank M. Semple
|
|
68
|
|
Director
|
J. Michael Stice
|
|
60
|
|
Director
|
John P. Surma
|
|
65
|
|
Director
|
Donald C. Templin
|
|
56
|
|
Director
|
Gregory S. Floerke
|
|
56
|
|
Executive Vice President, Gathering and Processing
|
John S. Swearingen
|
|
60
|
|
Executive Vice President, Logistics and Storage
|
Suzanne Gagle
|
|
54
|
|
General Counsel
|
Raymond L. Brooks*
|
|
59
|
|
Senior Vice President
|
Rick D. Hessling*
|
|
53
|
|
Senior Vice President
|
Brian K. Partee*
|
|
46
|
|
Senior Vice President
|
David L. Whikehart*
|
|
60
|
|
Senior Vice President
|
Timothy J. Aydt*
|
|
56
|
|
Vice President, Business Development
|
Molly R. Benson*
|
|
53
|
|
Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary
|
Peter Gilgen*
|
|
63
|
|
Vice President and Treasurer
|
C. Kristopher Hagedorn
|
|
43
|
|
Vice President and Controller
|
Kristina A. Kazarian*
|
|
37
|
|
Vice President, Investor Relations
|
Shawn M. Lyon*
|
|
52
|
|
Vice President, Operations
|
*
|
Corporate officer
|
•
|
Independent Directors (individually or as a group): non-managedirectors@mplx.com
|
•
|
Audit Committee Chair: auditchair@mplx.com
|
•
|
Conflicts Committee Chair: conflictschair@mplx.com
|
Name
|
|
Title
|
Gary R. Heminger
|
|
Chairman
|
Michael J. Hennigan
|
|
President and Chief Executive Officer MPLX
|
Pamela K.M. Beall
|
|
Executive Vice President and Chief Financial Officer
|
John S. Swearingen
|
|
Executive Vice President, Logistics and Storage
|
Suzanne Gagle
|
|
General Counsel
|
Gregory S. Floerke
|
|
Executive Vice President, Gathering and Processing
|
Name
|
|
Previous Base Salary ($)
|
|
Base Salary
Effective
Apr. 1, 2019 ($)
|
|
Increase (%)
|
||
Hennigan
|
|
900,000
|
|
950,000
|
|
5.6
|
%
|
|
Beall
|
|
545,000
|
|
560,000
|
|
2.8
|
%
|
|
Swearingen
|
|
393,750
|
|
405,000
|
|
2.9
|
%
|
|
Gagle
|
|
287,500
|
|
312,500
|
|
8.7
|
%
|
|
Floerke
|
|
525,000
|
|
540,000
|
|
2.9
|
%
|
|
Year-End Base Salary
|
×
|
Bonus Target
|
×
|
Performance
|
=
|
Final Award
|
|
|
|
|
|
|
|
Bonus Target is a percentage of each NEO’s base salary. MPC’s Compensation Committee generally approves target bonus opportunities for our NEOs based on analysis of market-competitive data for MPC’s compensation peer group, while also taking into consideration each executive’s experience, relative scope of responsibility and potential, other market data, and any other information MPC’s Compensation Committee deems relevant in its discretion.
|
||||||
|
|
|
|
|
|
|
Performance metrics are established by MPC’s Compensation Committee at the beginning of the performance year. Once the performance year has ended, MPC’s Compensation Committee reviews and assesses company performance against the performance metrics, as well as other factors MPC’s Compensation Committee deems relevant in its discretion, including each NEO’s organizational and individual performance.
|
||||||
|
|
|
|
|
|
|
Payout results may be above or below target based on actual company and individual performance and are capped at 200% of each NEO’s target award.
|
||||||
|
|
There is no guaranteed minimum ACB payout.
|
|
|
Category
|
Performance Metric
|
Threshold
50% Payout
|
Target
100% Payout
|
Maximum
200% Payout
|
Result
|
Target Weighting
|
Performance Achieved
|
Financial
|
Operating Income Per Barrel
|
5th or 6th
Position |
3rd or 4th
Position |
1st or 2nd
Position |
3rd Position
|
15%
|
15%
|
|
(100% of target)
|
|
|
||||
|
Synergy Capture
|
$240
|
$480
|
$960
|
$1,404
|
10%
|
20%
|
|
|
|
|
(200% of target)
|
|
|
|
|
Distributable Cash Flow at MPLX LP
|
$3,797
|
$4,219
|
$4,430
|
$4,100
|
10%
|
8.59%
|
|
|
|
|
(85.9% of target)
|
|
|
|
|
EBITDA
|
$6,500
|
$10,800
|
$12,850
|
$10,351
|
5%
|
4.74%
|
|
|
|
|
|
(94.78% of target)
|
|
|
Operational
|
Mechanical Availability
|
94.5%
|
95.5%
|
96.5%
|
96.7%
|
10%
|
20%
|
|
|
|
|
(200% of target)
|
|
|
|
|
Marathon Safety Performance Index
|
1.00
|
0.65
|
0.40
|
0.67
|
5%
|
4.86%
|
|
|
|
|
(97.14% of target)
|
|
|
|
|
Process Safety Events Rate
|
0.55
|
0.37
|
0.25
|
0.32
|
5%
|
7.08%
|
|
|
|
|
(141.67% of target)
|
|
|
|
|
Designated Environmental Incidents
|
180
|
145
|
110
|
85
|
5%
|
10%
|
|
|
|
|
(200% of target)
|
|
|
|
|
Quality Incidents
|
$0.8
|
$0.4
|
$0.2
|
$0.055
|
5%
|
10%
|
|
|
|
|
(200% of target)
|
|
|
|
|
|
|
|
|
Total
|
70%
|
100.27%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income per Barrel of crude oil throughput compared to a group of MPC’s peer companies: BP p.l.c.; Chevron Corporation; Exxon Mobil Corporation; HollyFrontier Corporation; PBF Energy Inc.; Phillips 66; and Valero Energy Corporation.
|
|||||||
|
|
|
|
|
|
|
|
Synergy Capture tracks annualized ongoing enhanced revenue or margin, cost savings and avoided planned capital outlays realized in connection with MPC’s acquisition of Andeavor.
|
|||||||
|
|
|
|
|
|
|
|
Distributable Cash Flow at MPLX is a non-GAAP measure reflecting cash flow available to be paid to our common unitholders, as disclosed in our consolidated financial statements. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Information for more information about this non-GAAP measure. This metric also includes distributable cash flow at ANDX, which we acquired by merger effective July 30, 2019.
|
|||||||
|
|
|
|
|
|
|
|
EBITDA is a non-GAAP performance metric derived from MPC’s consolidated financial statements. It is calculated as MPC’s earnings before interest and financing costs, interest income, income taxes, depreciation and amortization expense, adjusted for certain items, including impairment expenses, inventory market valuation adjustments, effects of acquisitions and divestitures, and certain other non-cash charges and credits.
|
|||||||
|
|
|
|
|
|
|
|
Mechanical Availability measures the availability of the processing equipment in MPC’s refineries and the critical equipment in MPC’s midstream assets.
|
|||||||
|
|
|
|
|
|
|
|
Marathon Safety Performance Index measures MPC’s success and commitment to employee safety. Goals are set annually at best-in-class industry performance, focusing on continual improvement and include common industry metrics.
|
|||||||
|
|
|
|
|
|
|
|
Process Safety Events Rate measures MPC’s ability to identify, understand and control certain process hazards.
|
|||||||
|
|
|
|
|
|
|
|
Designated Environmental Incidents measures certain internal environmental performance metrics.
|
|||||||
|
|
|
|
|
|
|
|
Quality Incidents measures the impact of product quality incidents and cumulative costs to MPC.
|
•
|
MPC achieved full-year earnings for 2019 of $2.6 billion.
|
•
|
MPC’s sustained focus on shareholder returns, with $3.3 billion returned to shareholders through dividends and share repurchases.
|
•
|
Successful integration of Andeavor into MPC, with the synergies realized well over first-year target.
|
•
|
Successful merger of ANDX into MPLX.
|
•
|
Enhancement of MPC shareholder and MPLX unitholder value through return of capital and unlocking midstream asset value.
|
•
|
Successful integration of Andeavor and ANDX into MPC and MPLX operations.
|
•
|
Excellence in environmental, personal safety and process safety improvement.
|
•
|
Talent development, retention, succession and acquisition.
|
•
|
System integration, optimization and removing bottlenecks.
|
•
|
Growth through organic expansion and acquisition opportunities.
|
•
|
Growth of market share for gasoline and diesel.
|
•
|
Progress on diversity and inclusion initiatives.
|
Name
|
|
2019 Year-End Base Salary ($)
|
|
Bonus Target as a % of
Base Salary
|
|
Target Bonus ($)
|
Final Award
as a % of Target
|
|
Final Award ($)
|
|||||||
Hennigan
|
|
1,050,000
|
|
|
|
125
|
|
|
1,112,000
|
|
*
|
180
|
|
2,000,000
|
|
|
Beall
|
|
560,000
|
|
|
|
70
|
|
|
392,000
|
|
|
172
|
|
675,000
|
|
|
Swearingen
|
|
405,000
|
|
|
|
70
|
|
|
283,500
|
|
|
164
|
|
465,000
|
|
|
Gagle
|
|
312,500
|
|
|
|
70
|
|
|
218,750
|
|
|
171
|
|
375,000
|
|
|
Floerke
|
|
540,000
|
|
|
|
70
|
|
|
378,000
|
|
|
164
|
|
620,000
|
|
|
*
|
Mr. Hennigan’s Target Bonus amount was adjusted to reflect his change in base salary and bonus target as he transitioned from his role as our President to service as our President and CEO.
|
|
MPLX Performance Units align our NEOs’ long-term interests with the long-term interests of our unitholders by conditioning payout on the performance of our total unitholder return and distributable cash flow relative to that of our peers over a three-year period.
|
|
MPLX Phantom Units promote our NEOs’ ownership of our common units, strengthening alignment between our NEOs’ interests and the interests of our unitholders, and help them comply with our unit ownership guidelines.
|
|
|
TUR Calculation
|
|
|
Measurement Periods
|
|
|
|
|
|
|
|
|
(Ending Unit Price - Beginning Unit Price) + Cumulative Cash Distributions
|
|
|
First 12 months
|
|
|
Beginning Unit Price
|
|
|
Second 12 months
|
|
|
The beginning and ending unit price is the average of each company’s closing unit price for the 20 trading days immediately preceding each applicable date.
|
|
|
Third 12 months
|
|
|
|
|
Entire 36-month period
|
||
|
|
|
|
|
|
|
2017 MPLX Performance Unit Peer Group
|
||||
|
Andeavor Logistics LP*
|
Enterprise Products Partners L.P.
|
Valero Energy Partners LP*
|
||
|
Buckeye Partners, L.P.*
|
Magellan Midstream Partners, L.P.
|
Western Midstream Operating, LP
|
||
|
Enbridge Energy Partners, L.P.**
|
Phillips 66 Partners LP
|
Williams Partners L.P.**
|
||
|
Energy Transfer Partners, L.P.**
|
Plains All American Pipeline, L.P.
|
|
|
|
|
|
|
|
|
|
|
*Removed effective January 1, 2019 due to industry consolidation.
|
||||
|
**Removed effective January 1, 2018 due to industry consolidation.
|
TUR Percentile
|
Below 25th*
|
25th*
|
50th
|
100th (Highest)
|
Payout (% of Target)
|
0%
|
50%
|
100%
|
200%
|
DCF per common unit at 12/31/2019
|
Below $2.96
|
$2.96
|
$3.12
|
$3.30
|
Payout (% of Target)
|
0%
|
50%
|
100%
|
200%
|
TUR Measurement Period
|
Actual TUR (%)
|
Position
|
Percentile Ranking (%)
|
TUR Payout Percentage
(% of Target)
|
1/1/2017 - 12/31/2017
|
17.5
|
1st of 12
|
100.00
|
200.00
|
1/1/2018 - 12/31/2018
|
(4.2)
|
6th of 9
|
37.50
|
75.00
|
1/1/2019 - 12/31/2019
|
(13.8)
|
5th of 6
|
20.00
|
—
|
1/1/2017 - 12/31/2019
|
(0.7)
|
4th of 6
|
40.00
|
80.00
|
|
|
|
Average:
|
88.75
|
|
Below Threshold
|
Threshold
|
Target
|
Maximum
|
Actual DCF
|
DCF per common unit at 12/31/2019
|
Below $2.96
|
2.96
|
3.12
|
3.30
|
$3.71
|
DCF Payout Percentage (% of Target)
|
0%
|
50%
|
100%
|
200%
|
200%
|
|
Heminger
|
Beall
|
Swearingen
|
Gagle
|
Floerke
|
Target Number of MPLX 2017 Performance Units
|
1,200,000
|
340,000
|
250,000
|
120,000
|
320,000
|
Payout ($)
|
1,732,560
|
490,892
|
360,950
|
173,256
|
462,016
|
|
MPC Performance Units align our NEOs’ long-term interests with MPC’s shareholders’ long-term interests by conditioning payout on the performance of MPC’s total shareholder return relative to that of MPC’s peers over a three-year period. The percentage shown does not include a special grant in 2019 of additional synergy performance units intended to promote the capture of synergies following MPC’s acquisition of Andeavor in October 2018. These awards are discussed in more detail below.
|
|
MPC Stock Options drive behaviors and actions that enhance long-term MPC shareholder value and are inherently performance-based, as MPC’s stock price must increase before the NEO can recognize any benefit.
|
|
MPC Restricted Stock/Restricted Stock Units (“RSUs”) promote our NEOs’ ownership of MPC’s common stock, aid in retention, and help our NEOs comply with MPC’s stock ownership guidelines.
|
|
TSR Percentile
|
Below 25th*
|
25th*
|
50th
|
100th (Highest)
|
Payout (% of Target)
|
0%
|
50%
|
100%
|
200%
|
TSR Measurement Period
|
Actual TSR (%)
|
Position
|
Percentile Ranking (%)
|
TSR Payout Percentage (% of Target)
|
1/1/2017 - 12/31/2017
|
34.6
|
3rd of 8
|
71.43
|
142.86
|
1/1/2018 - 12/31/2018
|
(4.6)
|
4th of 7
|
50.00
|
100.00
|
1/1/2019 - 12/31/2019
|
3.2
|
4th of 7
|
50.00
|
100.00
|
1/1/2017 - 12/31/2019
|
32.4
|
4th of 7
|
50.00
|
100.00
|
|
|
|
Average:
|
110.72
|
|
Beall
|
Swearingen
|
Gagle
|
Floerke
|
Target Number of 2017 MPC Performance Units
|
68,000
|
200,000
|
384,000
|
64,000
|
Payout ($)
|
75,290
|
221,440
|
425,165
|
70,861
|
|
Performance Period
|
|||||
|
October 1, 2018 through December 31, 2019
|
January 1, 2020 through December 31, 2020
|
January 1, 2021 through December 31, 2021
|
|||
Performance Level
|
Synergy Capture Performance
|
Payout Percentage
|
Synergy Capture Performance
|
Payout Percentage
|
Synergy Capture Performance
|
Payout Percentage
|
Maximum
|
$960 million
|
200%
|
$1,420 million
|
200%
|
$2,000 million
|
200%
|
Target
|
$480 million
|
100%
|
$710 million
|
100%
|
$1,000 million
|
100%
|
Threshold (MPC CEO)
|
$288 million
|
60%
|
$426 million
|
60%
|
$600 million
|
60%
|
Threshold (Other NEOs)
|
$240 million
|
50%
|
$355 million
|
50%
|
$500 million
|
50%
|
Below threshold (MPC CEO)
|
Below $288 million
|
0%
|
Below $426 million
|
0%
|
Below $600 million
|
0%
|
Below threshold
(Other NEOs)
|
Below $240 million
|
0%
|
Below $355 million
|
0%
|
Below $500 million
|
0%
|
|
Hennigan
|
Beall
|
Swearingen
|
Gagle
|
Floerke
|
Target Number of MPC Synergy Performance Units for 2019
|
583,333
|
166,666
|
125,000
|
133,333
|
166,666
|
Payout ($)
|
1,166,666
|
333,332
|
249,999
|
266,666
|
333,332
|
Tax and Financial Planning Services
|
MPC generally reimburses our NEOs for certain tax, estate and financial planning services up to $15,000 per year while serving as an executive officer and $3,000 in the year following retirement or death.
|
|
Health and Well-being
|
Under MPC’s enhanced annual physical health program, our senior management, including our NEOs, are eligible for a comprehensive physical (generally in the form of a one-day appointment), with procedures similar to those available to all other employees under MPC’s health program.
|
Position
|
Number of Units to Be Held
|
Chairman of the Board
|
25,000
|
President and Chief Executive Officer
|
25,000
|
Executive Vice Presidents
|
15,000
|
General Counsel
|
10,000
|
Senior Vice Presidents
|
10,000
|
Vice Presidents
|
5,000
|
Name and Principal Position
|
|
Salary
|
Bonus
|
Stock
Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensa-tion
|
Change in Pension Value and Nonquali-fied Deferred Compensa-tion Earnings
|
All Other Compensa-tion
|
Total
|
|||||||||
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||
Gary R. Heminger
|
2019
|
|
1,490,000
|
|
—
|
|
2,112,700
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,602,700
|
|
Chairman
|
2018
|
|
1,350,000
|
|
—
|
|
1,512,459
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,862,459
|
|
2017
|
|
1,310,000
|
|
—
|
|
2,282,185
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,592,185
|
|
|
Michael J. Hennigan
|
2019
|
|
954,167
|
|
—
|
|
2,215,393
|
|
888,005
|
|
3,166,666
|
|
245,801
|
|
186,835
|
|
7,656,867
|
|
President and Chief Executive Officer MPLX
|
2018
|
|
875,000
|
|
—
|
|
1,949,566
|
|
525,008
|
|
1,600,000
|
|
152,366
|
|
161,740
|
|
5,263,680
|
|
2017
|
|
429,589
|
|
1,000,000
|
|
5,000,052
|
|
—
|
|
800,000
|
|
126,322
|
|
157,086
|
|
7,513,049
|
|
|
Pamela K.M. Beall
|
2019
|
|
556,250
|
|
—
|
|
598,772
|
|
240,009
|
|
1,008,332
|
|
197,733
|
|
98,844
|
|
2,699,940
|
|
Executive Vice President and Chief Financial Officer
|
2018
|
|
540,000
|
|
—
|
|
557,058
|
|
150,007
|
|
670,000
|
|
178,266
|
|
96,657
|
|
2,191,988
|
|
2017
|
|
525,000
|
|
—
|
|
743,215
|
|
68,010
|
|
670,000
|
|
245,643
|
|
88,828
|
|
2,340,696
|
|
|
John S. Swearingen
|
2019
|
|
402,188
|
|
—
|
|
598,772
|
|
240,009
|
|
714,999
|
|
783,720
|
|
63,084
|
|
2,802,772
|
|
Executive Vice President, Logistics and Storage
|
2018
|
|
389,063
|
|
—
|
|
557,058
|
|
150,007
|
|
457,500
|
|
—
|
|
61,608
|
|
1,615,236
|
|
Suzanne Gagle
|
2019
|
|
306,250
|
|
—
|
|
1,077,758
|
|
432,007
|
|
641,666
|
|
218,049
|
|
61,176
|
|
2,736,906
|
|
General Counsel
|
|
|
|
|
|
|
|
|
||||||||||
Gregory S. Floerke
|
2019
|
|
536,250
|
|
—
|
|
598,772
|
|
240,009
|
|
953,332
|
|
125,985
|
|
87,453
|
|
2,541,801
|
|
Executive Vice President, Gathering and Processing
|
2018
|
|
506,250
|
|
—
|
|
557,058
|
|
150,007
|
|
610,000
|
|
93,153
|
|
84,350
|
|
2,000,818
|
|
2017
|
|
442,500
|
|
—
|
|
699,511
|
|
64,009
|
|
600,000
|
|
78,750
|
|
67,633
|
|
1,952,403
|
|
|
Heminger
|
Hennigan
|
Beall
|
Swearingen
|
Gagle
|
Floerke
|
MPLX Performance Units ($)
|
2,800,000
|
740,000
|
200,000
|
200,000
|
360,000
|
200,000
|
MPC Performance Units ($)
|
—
|
2,960,000
|
800,000
|
800,000
|
1,440,000
|
800,000
|
Name
|
Company Physicals ($)
|
Tax and Financial Planning ($)
|
Company Contributions to Defined Contribution Plans ($)
|
Other ($)
|
Total All Other Compensation ($)
|
||||||||||
Heminger
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Hennigan
|
3,827
|
|
|
—
|
|
|
178,835
|
|
|
4,173
|
|
|
186,835
|
|
|
Beall
|
3,827
|
|
|
8,975
|
|
|
86,042
|
|
|
—
|
|
|
98,844
|
|
|
Swearingen
|
3,827
|
|
|
—
|
|
|
59,257
|
|
|
—
|
|
|
63,084
|
|
|
Gagle
|
3,827
|
|
|
11,347
|
|
|
46,002
|
|
|
—
|
|
|
61,176
|
|
|
Floerke
|
3,827
|
|
|
3,200
|
|
|
80,426
|
|
|
—
|
|
|
87,453
|
|
|
Name
|
Type of Award
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards
($)
|
||||||||||||||
Threshold ($)
|
Target
($)
|
Maximum ($)
|
Threshold ($)
|
Target
($)
|
Maximum ($)
|
|||||||||||||||||
Heminger
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPLX Phantom Units
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
42,195
|
|
|
|
|
|
1,400,030
|
|
|
MPLX Performance Units
|
3/1/2019
|
|
|
|
|
|
|
87,500
|
|
1,400,000
|
|
2,800,000
|
|
|
|
|
|
|
|
712,670
|
|
|
Hennigan
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPLX Phantom Units
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
11,152
|
|
|
|
|
370,023
|
|
||
MPLX Performance Units
|
3/1/2019
|
|
|
|
|
|
|
23,125
|
|
370,000
|
|
740,000
|
|
|
|
|
|
|
|
188,349
|
|
|
MPC Stock Options
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,925
|
|
62.68
|
|
888,005
|
|
|
MPC Restricted Stock
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
9,445
|
|
|
|
|
|
592,013
|
|
|
MPC Performance Units
|
3/1/2019
|
|
|
|
|
|
|
185,000
|
|
1,480,000
|
|
2,960,000
|
|
|
|
|
|
|
|
1,065,008
|
|
|
MPC Synergy Performance Units
|
2/1/2019
|
—
|
|
1,750,000
|
|
3,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPC Annual Cash Bonus
|
|
—
|
|
1,112,000
|
|
2,224,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beall
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPLX Phantom Units
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
3,014
|
|
|
|
|
100,005
|
|
||
MPLX Performance Units
|
3/1/2019
|
|
|
|
|
|
|
6,250
|
|
100,000
|
|
200,000
|
|
|
|
|
|
|
|
50,905
|
|
|
MPC Stock Options
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,737
|
|
62.68
|
|
240,009
|
|
|
MPC Restricted Stock
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
2,553
|
|
|
|
|
|
160,022
|
|
|
MPC Performance Units
|
3/1/2019
|
|
|
|
|
|
|
50,000
|
|
400,000
|
|
800,000
|
|
|
|
|
|
|
|
287,840
|
|
|
MPC Synergy Performance Units
|
2/1/2019
|
—
|
|
500,000
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPC Annual Cash Bonus
|
|
—
|
|
392,000
|
|
784,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swearingen
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPLX Phantom Units
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
3,014
|
|
|
|
|
100,005
|
|
||
MPLX Performance Units
|
3/1/2019
|
|
|
|
|
|
|
6,250
|
|
100,000
|
|
200,000
|
|
|
|
|
|
|
|
50,905
|
|
|
MPC Stock Options
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,737
|
|
62.68
|
|
240,009
|
|
|
MPC Restricted Stock
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
2,553
|
|
|
|
|
|
160,022
|
|
|
MPC Performance Units
|
3/1/2019
|
|
|
|
|
|
|
50,000
|
|
400,000
|
|
800,000
|
|
|
|
|
|
|
|
287,840
|
|
|
MPC Synergy Performance Units
|
2/1/2019
|
—
|
|
375,000
|
|
750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPC Annual Cash Bonus
|
|
—
|
|
283,500
|
|
567,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gagle
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPLX Phantom Units
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
5,425
|
|
|
|
|
|
180,002
|
|
|
MPLX Performance Units
|
3/1/2019
|
|
|
|
|
|
|
11,250
|
|
180,000
|
|
360,000
|
|
|
|
|
|
|
|
91,629
|
|
|
MPC Stock Options
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,126
|
|
62.68
|
|
432,007
|
|
|
MPC Restricted Stock
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
4,595
|
|
|
|
|
|
288,015
|
|
|
MPC Performance Units
|
3/1/2019
|
|
|
|
|
|
|
90,000
|
|
720,000
|
|
1,440,000
|
|
|
|
|
|
|
|
518,112
|
|
|
MPC Synergy Performance Units
|
2/1/2019
|
—
|
|
400,000
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPC Annual Cash Bonus
|
|
—
|
|
218,750
|
|
437,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floerke
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
MPLX Phantom Units
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
3,014
|
|
|
|
|
100,005
|
|
||
MPLX Performance Units
|
3/1/2019
|
|
|
|
|
|
|
6,250
|
|
100,000
|
|
200,000
|
|
|
|
|
|
|
|
50,905
|
|
|
MPC Stock Options
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,737
|
|
62.68
|
|
240,009
|
|
|
MPC Restricted Stock
|
3/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
2,553
|
|
|
|
|
|
160,022
|
|
|
MPC Performance Units
|
3/1/2019
|
|
|
|
|
|
|
50,000
|
|
400,000
|
|
800,000
|
|
|
|
|
|
|
|
287,840
|
|
|
MPC Synergy Performance Units
|
2/1/2019
|
—
|
|
500,000
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPC Annual Cash Bonus
|
|
—
|
|
378,000
|
|
756,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#)
Exercisable
|
Number of Securities Underlying Unexercised Options (#)
Unexercis-
able
|
Option Exercise Price
($)
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive
Plan Awards:
Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
|
|||||||
Heminger
|
|
|
|
|
|
|
MPLX
|
|
|
|
|||||||
|
|
|
|
|
|
|
77,852
|
|
1,982,112
|
|
2,750,000
|
|
5,500,000
|
|
|||
Hennigan
|
3/1/2018
|
10,075
|
|
20,150
|
|
64.79
|
|
3/1/2028
|
|
MPLX
|
|
|
|
||||
3/1/2019
|
—
|
|
61,925
|
|
62.68
|
|
3/1/2029
|
|
113,543
|
|
2,890,805
|
|
1,245,000
|
|
2,490,000
|
|
|
|
10,075
|
|
82,075
|
|
|
|
|
MPC
|
|
|
|
||||||
|
|
|
|
|
|
26,858
|
|
1,618,195
|
|
2,355,000
|
|
4,710,000
|
|
||||
Beall
|
3/1/2014
|
21,874
|
|
—
|
|
41.69
|
|
3/1/2024
|
|
|
|
|
|
||||
3/1/2015
|
20,150
|
|
—
|
|
50.89
|
|
3/1/2025
|
|
|
|
|
|
|||||
3/1/2016
|
17,052
|
|
—
|
|
34.63
|
|
3/1/2026
|
|
|
|
|
|
|||||
3/1/2017
|
3,184
|
|
1,592
|
|
50.99
|
|
3/1/2027
|
|
MPLX
|
|
|
|
|||||
3/1/2018
|
2,878
|
|
5,758
|
|
64.79
|
|
3/1/2028
|
|
10,773
|
|
274,281
|
|
350,000
|
|
700,000
|
|
|
3/1/2019
|
—
|
|
16,737
|
|
62.68
|
|
3/1/2029
|
|
MPC
|
|
|
|
|||||
|
65,138
|
|
24,087
|
|
|
|
|
3,806
|
|
229,312
|
|
650,000
|
|
1,300,000
|
|
||
Swearingen
|
5/25/2011
|
40,750
|
|
—
|
|
22.36
|
|
5/25/2021
|
|
|
|
|
|
||||
2/29/2012
|
33,614
|
|
—
|
|
20.78
|
|
3/1/2022
|
|
|
|
|
|
|||||
2/27/2013
|
16,610
|
|
—
|
|
41.37
|
|
2/27/2023
|
|
|
|
|
|
|||||
3/1/2014
|
17,372
|
|
—
|
|
41.69
|
|
3/1/2024
|
|
|
|
|
|
|||||
3/1/2015
|
20,150
|
|
—
|
|
50.89
|
|
3/1/2025
|
|
|
|
|
|
|||||
3/1/2016
|
32,097
|
|
—
|
|
34.63
|
|
3/1/2026
|
|
|
|
|
|
|||||
3/1/2017
|
9,363
|
|
4,682
|
|
50.99
|
|
3/1/2027
|
|
MPLX
|
|
|
|
|||||
3/1/2018
|
2,878
|
|
5,758
|
|
64.79
|
|
3/1/2028
|
|
9,984
|
|
254,193
|
|
350,000
|
|
700,000
|
|
|
3/1/2019
|
—
|
|
16,737
|
|
62.68
|
|
3/1/2029
|
|
MPC
|
|
|
|
|||||
|
172,834
|
|
27,177
|
|
|
|
|
4,237
|
|
255,279
|
|
650,000
|
|
1,300,000
|
|
||
Gagle
|
5/25/2011
|
8,080
|
|
—
|
|
22.36
|
|
5/25/2021
|
|
|
|
|
|
||||
12/5/2011
|
1,310
|
|
—
|
|
17.20
|
|
12/5/2021
|
|
|
|
|
|
|||||
4/2/2012
|
4,210
|
|
—
|
|
21.72
|
|
4/2/2022
|
|
|
|
|
|
|||||
4/1/2013
|
2,370
|
|
—
|
|
44.92
|
|
4/1/2023
|
|
|
|
|
|
|||||
4/1/2014
|
3,006
|
|
—
|
|
44.77
|
|
4/1/2024
|
|
|
|
|
|
|||||
4/1/2015
|
4,120
|
|
—
|
|
50.88
|
|
4/1/2025
|
|
|
|
|
|
|||||
3/1/2016
|
25,678
|
|
—
|
|
34.63
|
|
3/1/2026
|
|
|
|
|
|
|||||
3/1/2017
|
17,978
|
|
8,989
|
|
50.99
|
|
3/1/2027
|
|
MPLX
|
|
|
|
|||||
3/1/2018
|
4,605
|
|
9,212
|
|
64.79
|
|
3/1/2028
|
|
14,122
|
|
359,546
|
|
580,000
|
|
1,160,000
|
|
|
3/1/2019
|
—
|
|
30,126
|
|
62.68
|
|
3/1/2029
|
|
MPC
|
|
|
|
|||||
|
71,357
|
|
48,327
|
|
|
|
|
7,498
|
|
451,755
|
|
1,120,000
|
|
2,240,000
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options (#)
Exercisable
|
Number of Securities Underlying Unexercised Options (#)
Unexercis-
able
|
Option Exercise Price
($)
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity Incentive
Plan Awards:
Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
|
|||||||
Floerke
|
3/1/2017
|
2,996
|
|
1,499
|
|
50.99
|
|
3/1/2027
|
|
MPLX
|
|
|
|
||||
3/1/2018
|
2,878
|
|
5,758
|
|
64.79
|
|
3/1/2028
|
|
47,074
|
|
1,198,504
|
|
350,000
|
|
700,000
|
|
|
3/1/2019
|
—
|
|
16,737
|
|
62.68
|
|
3/1/2029
|
|
MPC
|
|
|
|
|||||
|
5,874
|
|
23,994
|
|
|
|
|
3,793
|
|
228,528
|
|
650,000
|
|
1,300,000
|
|
|
MPLX LP Phantom Units
|
|
MPC Restricted Stock
|
||||||
Name
|
Grant Date
|
Number of Unvested Units
|
Vesting Dates
|
|
Grant Date
|
Number of Unvested Shares
|
Vesting Dates
|
||
Heminger
|
3/1/2017
|
10,098
|
|
3/1/2020
|
|
|
|
|
|
3/1/2018
|
24,759
|
|
3/1/2020, 3/1/2021
|
|
|
|
|
||
12/20/2018
|
2,496
|
|
3/1/2020, 3/1/2021
|
|
|
|
|
||
3/1/2019
|
40,499
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
|
|
|
||
|
77,852
|
|
|
|
|
|
|
||
Hennigan
|
7/1/2017
|
15,577
|
|
7/1/2020
|
|
7/1/2017
|
2,511
|
|
7/1/2020
|
7/1/2017
|
70,094
|
|
7/1/2020
|
|
7/1/2017
|
11,300
|
|
7/1/2020
|
|
3/1/2018
|
16,720
|
|
3/1/2020, 3/1/2021
|
|
3/1/2018
|
3,602
|
|
3/1/2020, 3/1/2021
|
|
3/1/2019
|
11,152
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
3/1/2019
|
9,445
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
|
113,543
|
|
|
|
|
26,858
|
|
|
|
Beall
|
3/1/2017
|
2,981
|
|
3/1/2020
|
|
3/1/2017
|
223
|
|
3/1/2020
|
3/1/2018
|
4,778
|
|
3/1/2020, 3/1/2021
|
|
3/1/2018
|
1,030
|
|
3/1/2020, 3/1/2021
|
|
3/1/2019
|
3,014
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
3/1/2019
|
2,553
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
|
10,773
|
|
|
|
|
3,806
|
|
|
|
Swearingen
|
3/1/2017
|
2,192
|
|
3/1/2020
|
|
3/1/2017
|
654
|
|
3/1/2020
|
3/1/2018
|
4,778
|
|
3/1/2020, 3/1/2021
|
|
3/1/2018
|
1,030
|
|
3/1/2020, 3/1/2021
|
|
3/1/2019
|
3,014
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
3/1/2019
|
2,553
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
|
9,984
|
|
|
|
|
4,237
|
|
|
|
MPLX LP Phantom Units
|
|
MPC Restricted Stock
|
||||||
Name
|
Grant Date
|
Number of Unvested Units
|
Vesting Dates
|
|
Grant Date
|
Number of Unvested Shares
|
Vesting Dates
|
||
Gagle
|
3/1/2017
|
1,053
|
|
3/1/2020
|
|
3/1/2017
|
1,256
|
|
3/1/2020
|
3/1/2018
|
7,644
|
|
3/1/2020, 3/1/2021
|
|
3/1/2018
|
1,647
|
|
3/1/2020, 3/1/2021
|
|
3/1/2019
|
5,425
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
3/1/2019
|
4,595
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
|
14,122
|
|
|
|
|
7,498
|
|
|
|
Floerke
|
12/18/2015
|
36,476
|
|
Upon termination without cause
|
|
|
|
|
|
3/1/2017
|
2,806
|
|
3/1/2020
|
|
3/1/2017
|
210
|
|
3/1/2020
|
|
3/1/2018
|
4,778
|
|
3/1/2020, 3/1/2021
|
|
3/1/2018
|
1,030
|
|
3/1/2020, 3/1/2021
|
|
3/1/2019
|
3,014
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
3/1/2019
|
2,553
|
|
3/1/2020, 3/1/2021, 3/1/2022
|
|
|
47,074
|
|
|
|
|
3,793
|
|
|
Name
|
MPLX Performance Units
|
|
|
MPC Performance Units
|
||||||
Grant Date
|
Number of Unvested Units
|
Performance Cycle
|
|
|
Grant Date
|
Number of Unvested Units
|
Performance Cycle
|
|||
Heminger
|
3/1/2018
|
1,350,000
|
|
1/1/2018 - 12/31/2020
|
|
|
|
|
|
|
3/1/2019
|
1,400,000
|
|
1/1/2019 - 12/31/2021
|
|
|
|
|
|
||
|
2,750,000
|
|
|
|
|
|
|
|
||
Hennigan
|
3/1/2018
|
875,000
|
|
1/1/2018 - 12/31/2020
|
|
|
3/1/2018
|
875,000
|
|
1/1/2018 - 12/31/2020
|
3/1/2019
|
370,000
|
|
1/1/2019 - 12/31/2021
|
|
|
3/1/2019
|
1,480,000
|
|
1/1/2019 - 12/31/2021
|
|
|
1,245,000
|
|
|
|
|
|
2,355,000
|
|
|
|
Beall
|
3/1/2018
|
250,000
|
|
1/1/2018 - 12/31/2020
|
|
|
3/1/2018
|
250,000
|
|
1/1/2018 - 12/31/2020
|
3/1/2019
|
100,000
|
|
1/1/2019 - 12/31/2021
|
|
|
3/1/2019
|
400,000
|
|
1/1/2019 - 12/31/2021
|
|
|
350,000
|
|
|
|
|
|
650,000
|
|
|
|
Swearingen
|
3/1/2018
|
250,000
|
|
1/1/2018 - 12/31/2020
|
|
|
3/1/2018
|
250,000
|
|
1/1/2018 - 12/31/2020
|
3/1/2019
|
100,000
|
|
1/1/2019 - 12/31/2021
|
|
|
3/1/2019
|
400,000
|
|
1/1/2019 - 12/31/2021
|
|
|
350,000
|
|
|
|
|
|
650,000
|
|
|
|
Gagle
|
3/1/2018
|
400,000
|
|
1/1/2018 - 12/31/2020
|
|
|
3/1/2018
|
400,000
|
|
1/1/2018 - 12/31/2020
|
3/1/2019
|
180,000
|
|
1/1/2019 - 12/31/2021
|
|
|
3/1/2019
|
720,000
|
|
1/1/2019 - 12/31/2021
|
|
|
580,000
|
|
|
|
|
|
1,120,000
|
|
|
Name
|
MPLX Performance Units
|
|
|
MPC Performance Units
|
||||||
Grant Date
|
Number of Unvested Units
|
Performance Cycle
|
|
|
Grant Date
|
Number of Unvested Units
|
Performance Cycle
|
|||
Floerke
|
3/1/2018
|
250,000
|
|
1/1/2018 - 12/31/2020
|
|
|
3/1/2018
|
250,000
|
|
1/1/2018 - 12/31/2020
|
3/1/2019
|
100,000
|
|
1/1/2019 - 12/31/2021
|
|
|
3/1/2019
|
400,000
|
|
1/1/2019 - 12/31/2021
|
|
|
350,000
|
|
|
|
|
|
650,000
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Units/Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)
|
||||||||
Heminger
|
MPLX
|
—
|
|
|
—
|
|
|
39,998
|
|
|
1,329,534
|
|
|
Hennigan
|
MPLX
|
—
|
|
|
—
|
|
|
23,935
|
|
|
780,958
|
|
|
|
MPC
|
—
|
|
|
—
|
|
|
4,312
|
|
|
253,592
|
|
|
Beall
|
MPLX
|
—
|
|
|
—
|
|
|
8,039
|
|
|
267,216
|
|
|
|
MPC
|
18,302
|
|
|
451,565
|
|
|
1,555
|
|
|
97,436
|
|
|
Swearingen
|
MPLX
|
—
|
|
|
—
|
|
|
5,837
|
|
|
194,022
|
|
|
|
MPC
|
—
|
|
|
—
|
|
|
2,709
|
|
|
169,746
|
|
|
Gagle
|
MPLX
|
—
|
|
|
—
|
|
|
5,879
|
|
|
195,418
|
|
|
|
MPC
|
—
|
|
|
—
|
|
|
3,311
|
|
|
207,467
|
|
|
Floerke
|
MPLX
|
—
|
|
|
—
|
|
|
5,194
|
|
|
172,649
|
|
|
|
MPC
|
—
|
|
|
—
|
|
|
723
|
|
|
45,303
|
|
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service (#)
|
Present Value of Accumulated Benefit
($)
|
Payments During Last Fiscal Year
($)
|
|
Hennigan
|
|
MPC Retirement Plan
|
|
2.58
|
76,203
|
|
—
|
|
|
MPC Excess Benefit Plan
|
|
2.58
|
448,286
|
|
—
|
Beall
|
|
MPC Retirement Plan
|
|
17.67
|
889,075
|
|
—
|
|
|
MPC Excess Benefit Plan
|
|
17.67
|
1,798,128
|
|
—
|
Swearingen
|
|
MPC Retirement Plan
|
|
38.58
|
1,663,139
|
|
—
|
|
|
MPC Excess Benefit Plan
|
|
38.58
|
2,792,957
|
|
—
|
Gagle
|
|
MPC Retirement Plan
|
|
26.67
|
577,285
|
|
—
|
|
|
MPC Excess Benefit Plan
|
|
26.67
|
286,752
|
|
—
|
Floerke
|
|
MPC Retirement Plan
|
|
4.00
|
101,358
|
|
—
|
|
|
MPC Excess Benefit Plan
|
|
4.00
|
259,377
|
|
—
|
|
|
MPC Legacy Benefit Formula
|
|
||||
|
|
1.6%
|
×
|
Monthly Final
Average Pay |
×
|
Years of Participation
|
|
|
|
|
|||||
|
–
|
1.33%
|
×
|
Monthly Estimated Primary Social Security Benefit
|
×
|
Years of Participation
|
|
|
|
Monthly Benefit
|
|
Age at Retirement
|
62
|
|
61
|
|
60
|
|
59
|
|
58
|
|
57
|
|
56
|
|
55
|
|
54
|
|
53
|
|
52
|
|
51
|
|
50
|
|
Early Retirement Factor
|
100
|
%
|
97
|
%
|
94
|
%
|
91
|
%
|
87
|
%
|
83
|
%
|
79
|
%
|
75
|
%
|
71
|
%
|
67
|
%
|
63
|
%
|
59
|
%
|
55
|
%
|
Name
|
Plan
|
Executive Contributions in Last Fiscal Year
($)
|
MPC Company Contributions in Last Fiscal Year
($)
|
Aggregate Earnings in Last Fiscal Year
($)
|
Aggregate Withdrawals/Distributions
($)
|
Aggregate Balance at Last Fiscal Year-End
($)
|
|||||
Heminger
|
MPLX LP 2012 Incentive Compensation Plan
|
—
|
|
—
|
|
—
|
|
148,161
|
|
88,822
|
|
Hennigan
|
MPC Deferred Compensation Plan
|
509,500
|
|
159,179
|
|
311,741
|
|
—
|
|
1,728,834
|
|
Beall
|
MPC Excess Benefit Plan
|
—
|
|
—
|
|
3,151
|
|
—
|
|
142,479
|
|
MPC Deferred Compensation Plan
|
—
|
|
66,386
|
|
167,903
|
|
—
|
|
1,173,041
|
|
|
Swearingen
|
MPC Excess Benefit Plan
|
—
|
|
—
|
|
3,127
|
|
—
|
|
141,375
|
|
MPC Deferred Compensation Plan
|
—
|
|
44,515
|
|
56,672
|
|
—
|
|
355,697
|
|
|
Gagle
|
MPC Excess Benefit Plan
|
—
|
|
—
|
|
1,176
|
|
—
|
|
53,151
|
|
MPC Deferred Compensation Plan
|
—
|
|
36,174
|
|
19,036
|
|
—
|
|
106,061
|
|
|
Floerke
|
MPC Deferred Compensation Plan
|
—
|
|
60,770
|
|
51,351
|
|
—
|
|
248,224
|
|
|
Hennigan
|
Beall
|
Swearingen
|
Floerke
|
MPC Deferred Compensation Plan
|
791,567
|
175,298
|
43,361
|
133,004
|
Name
|
Scenario
|
Severance ($)
|
Additional Pension Benefits ($)
|
Acceler-ated Options
($)
|
Acceler-ated Restricted Stock
($)
|
Acceler-ated Perform-ance Units
($)
|
Other Benefits ($)
|
Total
($)
|
|||||||
Heminger
|
Retirement
|
—
|
|
—
|
|
—
|
|
1,982,112
|
|
7,250,000
|
|
—
|
|
9,232,112
|
|
Resignation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Involuntary Termination without Cause or with Good Reason
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Involuntary Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Change in Control with Qualified Termination
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Death
|
—
|
|
—
|
|
—
|
|
1,982,112
|
|
7,250,000
|
|
—
|
|
9,232,112
|
|
|
Hennigan
|
Retirement
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Resignation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Involuntary Termination without Cause or with Good Reason
|
—
|
|
—
|
|
—
|
|
4,509,000
|
|
4,766,667
|
|
—
|
|
9,275,667
|
|
|
Involuntary Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Change in Control with Qualified Termination
|
7,950,000
|
|
—
|
|
—
|
|
4,509,000
|
|
4,766,667
|
|
58,830
|
|
17,284,497
|
|
|
Death
|
—
|
|
—
|
|
—
|
|
4,509,000
|
|
4,766,667
|
|
—
|
|
9,275,667
|
|
|
Beall
|
Retirement
|
—
|
|
—
|
|
14,742
|
|
—
|
|
—
|
|
—
|
|
14,742
|
|
Resignation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Involuntary Termination without Cause or with Good Reason
|
—
|
|
—
|
|
14,742
|
|
503,593
|
|
1,333,334
|
|
—
|
|
1,851,669
|
|
|
Involuntary Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Change in Control with Qualified Termination
|
2,010,323
|
|
2,478,689
|
|
14,742
|
|
503,593
|
|
1,333,334
|
|
48,295
|
|
6,388,976
|
|
|
Death
|
—
|
|
—
|
|
14,742
|
|
503,593
|
|
1,333,334
|
|
—
|
|
1,851,669
|
|
|
Swearingen
|
Retirement
|
—
|
|
—
|
|
43,355
|
|
—
|
|
—
|
|
—
|
|
43,355
|
|
Resignation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Involuntary Termination without Cause or with Good Reason
|
—
|
|
—
|
|
43,355
|
|
509,472
|
|
1,333,334
|
|
—
|
|
1,886,161
|
|
|
Involuntary Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Change in Control with Qualified Termination
|
3,450,000
|
|
7,111,487
|
|
43,355
|
|
509,472
|
|
1,333,334
|
|
48,102
|
|
12,495,750
|
|
|
Death
|
—
|
|
—
|
|
43,355
|
|
509,472
|
|
1,333,334
|
|
—
|
|
1,886,161
|
|
|
Gagle
|
Retirement
|
—
|
|
—
|
|
83,238
|
|
—
|
|
—
|
|
—
|
|
83,238
|
|
Resignation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Involuntary Termination without Cause or with Good Reason
|
—
|
|
—
|
|
83,238
|
|
811,301
|
|
2,233,334
|
|
—
|
|
3,127,873
|
|
|
Involuntary Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Change in Control with Qualified Termination
|
3,975,000
|
|
8,075,567
|
|
83,238
|
|
811,301
|
|
2,233,334
|
|
64,355
|
|
15,242,795
|
|
|
Death
|
—
|
|
—
|
|
83,238
|
|
811,301
|
|
2,233,334
|
|
—
|
|
3,127,873
|
|
|
Floerke
|
Retirement
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Resignation
|
—
|
|
—
|
|
—
|
|
928,679
|
|
—
|
|
—
|
|
928,679
|
|
|
Involuntary Termination without Cause or with Good Reason
|
—
|
|
—
|
|
13,881
|
|
1,427,032
|
|
1,333,334
|
|
—
|
|
2,774,247
|
|
|
Involuntary Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Change in Control with Qualified Termination
|
3,450,000
|
|
|
|
13,881
|
|
1,427,032
|
|
1,333,334
|
|
53,910
|
|
6,278,157
|
|
|
Death
|
—
|
|
—
|
|
13,881
|
|
1,427,032
|
|
1,333,334
|
|
—
|
|
2,774,247
|
|
|
|
Qualified Termination
|
|
Generally occurs when an NEO’s employment with our affiliates and us ends in connection with, or within two years after, a change in control. Exceptions include:
|
|
●
|
Separation due to death or disability
|
●
|
Termination for cause
|
●
|
Voluntary termination without good reason (which includes a material reduction in roles, responsibilities, pay or benefits, or being required to relocate more than 50 miles from one’s current location)
|
●
|
Termination after age 65
|
Role
|
Cash Retainer
($)
|
Deferred Phantom Unit Equity Award
($)
|
Lead Director Retainer
($)
|
Committee Chair Retainer
($)
|
MLP Representative Retainer
($)
|
Total
($)
|
|||
Lead Director
|
90,000
|
110,000
|
15,000
|
|
—
|
|
|
|
215,000
|
Audit Committee Chair
|
90,000
|
110,000
|
—
|
|
15,000
|
|
|
|
215,000
|
Conflicts Committee Chair
|
90,000
|
110,000
|
—
|
|
15,000
|
|
|
|
215,000
|
MLP Representative Board Observer
|
90,000
|
110,000
|
—
|
|
—
|
|
62,500
|
|
262,500
|
All Other Directors
|
90,000
|
110,000
|
—
|
|
—
|
|
|
|
200,000
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
Unit Awards ($)
|
All Other Compensation
($)
|
Total
($)
|
||||||||
Michael L. Beatty
|
|
135,000
|
|
|
110,000
|
|
|
10,000
|
|
|
255,000
|
|
|
Christopher A. Helms
|
|
150,000
|
|
|
110,000
|
|
|
—
|
|
|
260,000
|
|
|
Garry L. Peiffer
|
|
105,000
|
|
|
110,000
|
|
|
2,500
|
|
|
217,500
|
|
|
Dan D. Sandman
|
|
150,000
|
|
|
110,000
|
|
|
10,000
|
|
|
270,000
|
|
|
Frank M. Semple
|
|
177,500
|
|
|
110,000
|
|
|
—
|
|
|
287,500
|
|
|
J. Michael Stice
|
|
90,000
|
|
|
110,000
|
|
|
—
|
|
|
200,000
|
|
|
John P. Surma
|
|
90,000
|
|
|
110,000
|
|
|
—
|
|
|
200,000
|
|
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Total Outstanding (%)
|
||||||
MPLX Common Units
|
MPC Common Stock
|
MPLX
|
MPC
|
|||||
Pamela K.M. Beall
|
40,201
|
|
|
112,560
|
|
|
*
|
*
|
Michael L. Beatty
|
41,374
|
|
|
—
|
|
|
*
|
*
|
Gregory S. Floerke
|
81,828
|
|
|
32,631
|
|
|
*
|
*
|
Suzanne Gagle
|
23,242
|
|
|
115,050
|
|
|
*
|
*
|
Christopher A. Helms
|
31,253
|
|
|
—
|
|
|
*
|
*
|
Gary R. Heminger
|
316,810
|
|
|
3,141,178
|
|
|
*
|
*
|
Michael J. Hennigan
|
137,305
|
|
|
82,845
|
|
|
*
|
*
|
Garry L. Peiffer
|
85,650
|
|
|
63,394
|
|
|
*
|
*
|
Dan D. Sandman
|
100,883
|
|
|
—
|
|
|
*
|
*
|
Frank M. Semple
|
588,540
|
|
|
4,892
|
|
|
*
|
*
|
J. Michael Stice
|
9,197
|
|
|
7,713
|
|
|
*
|
*
|
John P. Surma
|
31,502
|
|
|
47,412
|
|
|
*
|
*
|
John S. Swearingen
|
24,247
|
|
|
236,601
|
|
|
*
|
*
|
Donald C. Templin
|
102,111
|
|
|
640,716
|
|
|
*
|
*
|
All current Directors and Executive Officers as a group (15 individuals)
|
1,623,068
|
|
|
4,491,141
|
|
|
*
|
*
|
•
|
Phantom unit awards, which settle in common units upon a director’s retirement from service on the Board, as follows: Mr. Beatty, 14,004; Mr. Helms, 20,253; Mr. Peiffer, 17,153; Mr. Sandman, 20,253; Mr. Semple, 12,246; Mr. Stice, 8,497; Mr. Surma, 24,002.
|
•
|
Phantom unit awards, which may be forfeited under certain conditions, as follows: Ms. Beall, 10,773; Mr. Floerke, 47,074; Ms. Gagle, 14,122; Mr. Hennigan, 113,543; Mr. Swearingen, 9,984; Mr. Templin, 30,221; all other executives, 4,613.
|
•
|
For Mr. Heminger, 77,852 phantom unit awards, which are no longer subject to forfeiture because Mr. Heminger has reached mandatory retirement age.
|
•
|
Common units indirectly beneficially held in trust as follows: Ms. Beall, 10,000; Mr. Heminger, 174,515; Mr. Peiffer, 68,497; Mr. Semple, 527,517; Mr. Stice, 700.
|
•
|
For Messrs. Semple and Templin, common units held by or with spouse, with spouse as co-trustee or by trust for the benefit of spouse.
|
•
|
All stock options exercisable within 60 days of January 31, 2020 as follows: Ms. Beall, 75,188; Mr. Floerke, 15,831; Ms. Gagle, 94,994; Mr. Heminger, 2,541,680; Mr. Hennigan, 40,791; Mr. Swearingen, 185,974; Mr. Templin, 541,751; all other executive officers, 4,106. Includes 359,773 stock options exercisable by the applicable executive officers but not in the money as of January 31, 2020.
|
•
|
Shares of common stock indirectly beneficially held in trust as follows: Ms. Beall, 32,208; Mr. Heminger, 206,202; Mr. Peiffer, 63,394; Mr. Surma, 10,000.
|
•
|
For Messrs. Surma and Templin, shares of common stock held by or with spouse, with spouse as co-trustee or by trust for the benefit of spouse.
|
•
|
Restricted stock unit awards, which vest upon the director’s retirement from service on the MPC Board or observer status, as follows: Mr. Semple, 4,892; Mr. Stice, 7,713; Mr. Surma, 37,412.
|
Name and Address
of Beneficial Owner
|
Number of Common Units
Representing Limited Partner Interests
|
Percent of Common Units
Representing Limited Partner
Interests
|
|||
Marathon Petroleum Corporation
|
665,997,540
|
|
|
62.9%
|
|
539 S. Main Street
|
|
|
|
|
|
Findlay, Ohio 45840
|
|
|
|
|
Plan category
|
|
Number of securities to be issued upon
exercise of outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options, warrants
and rights
|
|
Number of securities
remaining available for future issuance
under equity
compensation plans (excluding securities reflected in the first column)
|
|||
Equity compensation plans approved by security holders
|
|
1,424,846
|
|
|
N/A
|
|
|
15,226,794
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,424,846
|
|
|
|
|
15,226,794
|
|
•
|
1,109,598 phantom unit awards granted pursuant to the MPLX 2012 Plan and the MPLX 2018 Plan for common units unissued and not forfeited, cancelled or expired as of December 31, 2019.
|
•
|
315,248 units as the maximum potential number of common units that could be issued in settlement of performance units outstanding as of December 31, 2019, pursuant to the MPLX 2012 Plan and the MPLX 2018 Plan based on the closing price of our common units on December 31, 2019, of $25.46 per unit. The number of units reported for this award vehicle may overstate dilution. See Item 8. Financial Statements and Supplementary Data – Note 21 for more information on performance unit awards granted under the MPLX 2012 Plan and the MPLX 2018 Plan.
|
•
|
Payment of compensation to an executive officer or director of our general partner if the compensation is otherwise required to be disclosed in our filings with the SEC;
|
•
|
Any transaction where the related person’s interest arises solely from the ownership of securities;
|
•
|
Any ongoing employment relationship provided that such employment relationship will be subject to initial review and approval; and
|
•
|
Any transaction between any of our subsidiaries and us, on the one hand, and our general partner or any of its affiliates, on the other hand; provided, however, that such transaction is approved consistent with our Partnership Agreement.
|
•
|
The benefits to us, including the business justification;
|
•
|
If the related person is a director or an immediate family member of a director, the impact on the director’s independence;
|
•
|
The availability of other sources for comparable products or services;
|
•
|
The terms of the transaction and the terms available to unrelated third parties or to employees generally; and
|
•
|
Whether the transaction is consistent with our Code of Business Conduct.
|
(In thousands)
|
2019
|
|
2018
|
||||||
Audit
|
$
|
6,208
|
|
|
$
|
3,617
|
|
||
Audit-Related
|
—
|
|
|
163
|
|
||||
Tax
|
2,312
|
|
|
989
|
|
||||
All Other
|
10
|
|
|
6
|
|
||||
Total
|
$
|
8,530
|
|
|
$
|
4,775
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
1.1
|
|
|
8-K
|
|
1.1
|
|
3/13/2018
|
|
001-35714
|
|
|
|
|
|
2.1
|
|
|
8-K
|
|
2.1
|
|
3/4/2014
|
|
001-35714
|
|
|
|
|
|
2.2
|
|
|
8-K
|
|
2.1
|
|
12/2/2014
|
|
001-35714
|
|
|
|
|
|
2.3 †
|
|
|
10-Q
|
|
2.1
|
|
8/3/2015
|
|
001-35714
|
|
|
|
|
|
2.4
|
|
|
8-K
|
|
2.1
|
|
11/12/2015
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
2.5
|
|
|
8-K
|
|
2.1
|
|
11/17/2015
|
|
001-35714
|
|
|
|
|
|
2.6
|
|
|
8-K
|
|
2.1
|
|
3/17/2016
|
|
001-35714
|
|
|
|
|
|
2.7
|
|
|
8-K
|
|
2.1
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
2.8
|
|
|
8-K
|
|
2.1
|
|
9/1/2017
|
|
001-35714
|
|
|
|
|
|
2.9
|
|
|
8-K
|
|
2.1
|
|
11/13/2017
|
|
001-35714
|
|
|
|
|
|
2.10 †
|
|
|
8-K
|
|
2.1
|
|
5/8/2019
|
|
001-35714
|
|
|
|
|
|
3.1
|
|
|
S-1
|
|
3.1
|
|
7/2/2012
|
|
333-182500
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
3.2
|
|
|
S-1/A
|
|
3.2
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
3.3
|
|
|
8-K/A
|
|
3.1
|
|
8/14/2019
|
|
001-35714
|
|
|
|
|
|
4.1
|
|
|
8-K
|
|
4.1
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
|
4.2
|
|
|
8-K
|
|
4.2
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
|
4.3
|
|
|
8-K
|
|
4.3
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
|
4.4
|
|
|
8-K
|
|
4.4
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
|
4.5
|
|
|
8-K
|
|
4.5
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
|
4.6
|
|
|
8-K
|
|
4.1
|
|
5/16/2016
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
4.7
|
|
|
8-K
|
|
4.1
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
|
4.8
|
|
|
8-K
|
|
4.2
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
|
4.9
|
|
|
8-K
|
|
4.1
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.10
|
|
|
8-K
|
|
4.2
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.11
|
|
|
8-K
|
|
4.3
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.12
|
|
|
8-K
|
|
4.4
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.13
|
|
|
8-K
|
|
4.5
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
4.14
|
|
|
8-K
|
|
4.1
|
|
11/15/2018
|
|
001-35714
|
|
|
|
|
|
4.15
|
|
|
8-K
|
|
4.2
|
|
11/15/2018
|
|
001-35714
|
|
|
|
|
|
4.16
|
|
|
10-Q
|
|
4.3
|
|
10/31/2014
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.17
|
|
|
8-K
|
|
4.1
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.18
|
|
|
10-K
|
|
4.33
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
4.19
|
|
|
8-K
|
|
4.2
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.20
|
|
|
10-K
|
|
4.34
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.21
|
|
|
8-K
|
|
4.3
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.22
|
|
|
8-K
|
|
4.1
|
|
11/28/2017
|
|
001-35143
(ANDX)
|
|
|
|
|
|
4.23
|
|
|
8-K
|
|
4.4
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
4.24
|
|
|
8-K
|
|
4.5
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.25
|
|
|
8-K
|
|
4.6
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.26
|
|
|
8-K
|
|
4.1
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.27
|
|
|
8-K
|
|
4.2
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.28
|
|
|
8-K
|
|
4.3
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.29
|
|
|
8-K
|
|
4.4
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.30
|
|
|
8-K
|
|
4.5
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
4.31
|
|
|
8-K
|
|
4.6
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.32
|
|
|
8-K
|
|
4.7
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.33
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.1*
|
|
|
S-1/A
|
|
10.3
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
10.2
|
|
|
8-K
|
|
10.1
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.3
|
|
|
8-K
|
|
10.2
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.4
|
|
|
S-1/A
|
|
10.6
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
10.5
|
|
|
S-1/A
|
|
10.7
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
10.6
|
|
|
S-1/A
|
|
10.8
|
|
9/7/2012
|
|
333-182500
|
|
|
|
|
|
10.7
|
|
|
S-1/A
|
|
10.9
|
|
10/18/2012
|
|
333-182500
|
|
|
|
|
|
10.8
|
|
|
8-K
|
|
10.3
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.9
|
|
|
S-1/A
|
|
10.13
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
10.10
|
|
|
S-1/A
|
|
10.14
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.11
|
|
|
S-1/A
|
|
10.15
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
10.12
|
|
|
S-1/A
|
|
10.16
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
10.13
|
|
|
S-1/A
|
|
10.17
|
|
10/9/2012
|
|
333-182500
|
|
|
|
|
|
10.14
|
|
|
8-K
|
|
10.4
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.15
|
|
|
8-K
|
|
10.5
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.16
|
|
|
8-K
|
|
10.6
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.17
|
|
|
8-K
|
|
10.7
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.18
|
|
|
8-K
|
|
10.8
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.19
|
|
|
8-K
|
|
10.9
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.20
|
|
|
8-K
|
|
10.10
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.21
|
|
|
8-K
|
|
10.11
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.22
|
|
|
8-K
|
|
10.12
|
|
11/6/2012
|
|
001-35714
|
|
|
|
|
|
10.23*
|
|
|
10-K
|
|
10.26
|
|
3/25/2013
|
|
001-35714
|
|
|
|
|
|
10.24*
|
|
|
10-K
|
|
10.30
|
|
2/24/2017
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.25
|
|
|
10-Q
|
|
10.2
|
|
5/4/2015
|
|
001-35714
|
|
|
|
|
|
10.26
|
|
|
10-Q
|
|
10.3
|
|
5/4/2015
|
|
001-35714
|
|
|
|
|
|
10.27
|
|
|
8-K
|
|
10.1
|
|
6/17/2015
|
|
001-35714
|
|
|
|
|
|
10.28
|
|
|
8-K
|
|
10.1
|
|
9/23/2015
|
|
001-35714
|
|
|
|
|
|
10.29
|
|
|
8-K
|
|
10.1
|
|
1/4/2016
|
|
001-35714
|
|
|
|
|
|
10.30+
|
|
|
10-K
|
|
10.48
|
|
2/26/2016
|
|
001-35714
|
|
|
|
|
|
10.31
|
|
|
8-K
|
|
10.1
|
|
4/6/2016
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.32
|
|
|
8-K
|
|
10.2
|
|
4/6/2016
|
|
001-35714
|
|
|
|
|
|
10.33
|
|
|
8-K
|
|
10.3
|
|
4/6/2016
|
|
001-35714
|
|
|
|
|
|
10.34
|
|
|
8-K
|
|
10.4
|
|
4/6/2016
|
|
001-35714
|
|
|
|
|
|
10.35*
|
|
|
10-Q
|
|
10.9
|
|
5/1/2017
|
|
001-35714
|
|
|
|
|
|
10.36*
|
|
|
10-Q
|
|
10.7
|
|
5/2/2016
|
|
001-35714
|
|
|
|
|
|
10.37*
|
|
|
10-Q
|
|
10.8
|
|
5/1/2017
|
|
001-35714
|
|
|
|
|
|
10.38*
|
|
|
10-Q
|
|
10.9
|
|
5/2/2016
|
|
001-35714
|
|
|
|
|
|
10.39
|
|
|
8-K
|
|
10.1
|
|
4/29/2016
|
|
001-35714
|
|
|
|
|
|
10.40
|
|
|
8-K
|
|
10.1
|
|
9/6/2016
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.41
|
|
|
10-Q
|
|
10.2
|
|
10/31/2016
|
|
001-35714
|
|
|
|
|
|
10.42
|
|
|
10-Q
|
|
10.1
|
|
8/3/2016
|
|
001-35714
|
|
|
|
|
|
10.43
|
|
|
10-Q
|
|
10.2
|
|
8/3/2016
|
|
001-35714
|
|
|
|
|
|
10.44
|
|
|
10-K
|
|
10.62
|
|
2/24/2017
|
|
001-35714
|
|
|
|
|
|
10.45
|
|
|
10-K
|
|
10.63
|
|
2/24/2017
|
|
001-35714
|
|
|
|
|
|
10.46
|
|
|
8-K
|
|
10.1
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
10.47
|
|
|
8-K
|
|
10.2
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.48
|
|
|
8-K
|
|
10.3
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
10.49
|
|
|
8-K
|
|
10.4
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
10.50
|
|
|
8-K
|
|
10.5
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
10.51
|
|
|
8-K
|
|
10.6
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
10.52
|
|
|
8-K
|
|
10.7
|
|
3/2/2017
|
|
001-35714
|
|
|
|
|
|
10.53*
|
|
|
10-Q
|
|
10.1
|
|
8/3/2017
|
|
001-35714
|
|
|
|
|
|
10.54*
|
|
|
10-Q
|
|
10.2
|
|
10/30/2017
|
|
001-35714
|
|
|
|
|
|
10.55*
|
|
|
10-Q
|
|
10.3
|
|
10/30/2017
|
|
001-35714
|
|
|
|
|
|
10.56
|
|
|
8-K
|
|
10.1
|
|
11/7/2017
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.57
|
|
|
8-K
|
|
10.2
|
|
11/7/2017
|
|
001-35714
|
|
|
|
|
|
10.58
|
|
|
8-K
|
|
10.1
|
|
12/19/2017
|
|
001-35714
|
|
|
|
|
|
10.59
|
|
|
8-K
|
|
10.1
|
|
1/4/2018
|
|
001-35714
|
|
|
|
|
|
10.60+
|
|
|
8-K
|
|
10.1
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
|
10.61+
|
|
|
8-K
|
|
10.2
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.62
|
|
|
8-K
|
|
10.3
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
|
10.63+
|
|
|
8-K
|
|
10.4
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
|
10.64
|
|
|
8-K
|
|
10.5
|
|
2/2/2018
|
|
001-35714
|
|
|
|
|
|
10.65*
|
|
|
8-K
|
|
10.1
|
|
3/5/2018
|
|
001-35714
|
|
|
|
|
|
10.66*
|
|
|
10-Q
|
|
10.8
|
|
4/30/2018
|
|
001-35714
|
|
|
|
|
|
10.67*
|
|
|
10-Q
|
|
10.9
|
|
4/30/2018
|
|
001-35714
|
|
|
|
|
|
10.68*
|
|
|
10-Q
|
|
10.10
|
|
4/30/2018
|
|
001-35714
|
|
|
|
|
|
10.69*
|
|
|
10-Q
|
|
10.11
|
|
4/30/2018
|
|
001-35714
|
|
|
|
|
|
10.70*
|
|
|
10-Q
|
|
10.12
|
|
4/30/2018
|
|
001-35714
|
|
|
|
|
|
10.71*
|
|
|
10-Q
|
|
10.13
|
|
4/30/2018
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.72*
|
|
|
10-K
|
|
10.78
|
|
2/28/2019
|
|
001-35714
|
|
|
|
|
|
10.73*
|
|
|
10-K
|
|
10.79
|
|
2/28/2019
|
|
001-35714
|
|
|
|
|
|
10.74
|
|
|
8-K
|
|
10.1
|
|
5/8/2019
|
|
001-35714
|
|
|
|
|
|
10.75
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.76
|
|
|
10-Q
|
|
10.1
|
|
5/9/2019
|
|
001-35714
|
|
|
|
|
|
10.77
|
|
|
10-Q
|
|
10.2
|
|
5/9/2019
|
|
001-35714
|
|
|
|
|
|
10.78
|
|
|
10-Q
|
|
10.3
|
|
5/9/2019
|
|
001-35714
|
|
|
|
|
|
10.79
|
|
|
10-Q
|
|
10.4
|
|
5/9/2019
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.80
|
|
|
8-K
|
|
10.1
|
|
5/8/2019
|
|
001-35714
|
|
|
|
|
|
10.81
|
|
|
8-K
|
|
10.1
|
|
8/1/2019
|
|
001-35714
|
|
|
|
|
|
10.82
|
|
|
8-K
|
|
10.2
|
|
8/1/2019
|
|
001-35714
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.83
|
|
|
8-K
|
|
10.1
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
10.84
|
|
|
8-K
|
|
10.2
|
|
10/31/2017
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.85
|
|
|
10-K
|
|
10.77
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.86
|
|
|
8-K
|
|
10.3
|
|
8/1/2019
|
|
001-35054
|
|
|
|
|
|
10.87
|
|
|
10-Q
|
|
10.2
|
|
11/17/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.88
|
|
|
8-K
|
|
10.1
|
|
2/5/2019
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.89
|
|
|
8-K
|
|
10.2
|
|
2/5/2019
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.90
|
|
|
10-Q
|
|
10.47
|
|
11/4/2019
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.91
|
|
|
10-Q
|
|
10.48
|
|
11/4/2019
|
|
001-35143
(ANDX)
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.92
|
|
|
8-K
|
|
10.9
|
|
12/8/2014
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.93
|
|
|
8-K
|
|
10.3
|
|
2/3/2016
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.94
|
|
|
8-K
|
|
10.2
|
|
10/16/2014
|
|
001-36114
(WNRL)
|
|
|
|
|
|
10.95
|
|
|
10-Q
|
|
10.20
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.96
|
|
|
8-K
|
|
10.1
|
|
10/16/2014
|
|
001-36114
(WNRL)
|
|
|
|
|
|
10.97
|
|
|
10-Q
|
|
10.7
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
10.98
|
|
|
10-Q
|
|
10.8
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.99
|
|
|
10-Q
|
|
10.9
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.100
|
|
|
10-Q
|
|
10.10
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.101
|
|
|
10-Q
|
|
10.11
|
|
8/7/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.102
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.103
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
14.1
|
|
|
10-K
|
|
14.1
|
|
2/24/2017
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||||
Exhibit
Number
|
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
SEC File No.
|
|
||||
23.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
24.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
Inline XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
|
|
|
|
|
|
|
|
|
|
†
|
The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
|
*
|
Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the Registrant may be participants.
|
+
|
Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested and has been filed separately with the Securities and Exchange Commission.
|
Date: February 28, 2020
|
MPLX LP
|
|
|
|
|
|
By:
|
MPLX GP LLC
Its general partner
|
|
|
|
|
By:
|
/s/ C. Kristopher Hagedorn
|
|
|
C. Kristopher Hagedorn
Vice President and Controller of MPLX GP LLC
(the general partner of MPLX LP)
|
*
|
The undersigned, by signing his name hereto, does sign and execute this report pursuant to the Power of Attorney executed by the above-named directors and officers of the general partner of the registrant, which is being filed herewith on behalf of such directors and officers.
|
By:
|
|
/s/ Michael J. Hennigan
|
|
February 28, 2020
|
|
|
Michael J. Hennigan
Attorney-in-Fact
|
|
|
•
|
to remove or replace our general partner;
|
•
|
to approve some amendments to the Partnership Agreement; or
|
•
|
to take other action under the Partnership Agreement;
|
•
|
automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, the Partnership Agreement;
|
•
|
represents and warrants that the transferee has the right, power, authority and capacity to enter into the Partnership Agreement; and
|
•
|
gives the consents, waivers and approvals contained in the Partnership Agreement.
|
Issuance of additional units
|
No common unitholders approval rights. The Series A required percentage is required for issuances of additional partnership interests that rank senior to or, subject to certain limitations, in parity with, the Series A Preferred units with respect to distributions on such partnership interests or distributions upon liquidation. The affirmative vote or consent of at least two-thirds of the outstanding Series B Preferred units, voting as a class together with holders of the Series A Preferred units, is required for issuances of additional partnership interests that (i) are in parity with the Series B Preferred units (including any additional Series B Preferred units) during any time in which cumulative distributions on the Series B Preferred units are in arrears or (ii) rank senior to the Series B Preferred units. The affirmative vote of at least a majority of the outstanding TexNew Mex units, voting as a single separate class, is required for issuances of partnership interests with distribution rights which are senior to or on parity with the TexNew Mex units.
|
Amendment of the Partnership Agreement
|
Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Amendments that would be materially adverse to the rights, preferences and privileges of the Series A Preferred units require the approval of the Series A required percentage. Amendments that would be materially adverse to the rights, preferences and privileges of the Series B Preferred units require the approval of at least two-thirds of the outstanding Series B Preferred units, voting as a single separate class. Amendments that would be materially adverse to the rights, preferences and privileges of the TexNew Mex units require the approval of at a majority of the outstanding TexNew Mex units, voting as a single separate class.
|
Merger of our partnership or the sale of all or substantially all of our assets
|
Unit majority.
|
Dissolution of our partnership
|
Unit majority.
|
Continuation of our business upon dissolution
|
Unit majority.
|
Withdrawal of the general partner
|
Under most circumstances, the approval of unitholders holding at least a majority of the outstanding common units and Series A Preferred units (on an as-converted basis at the then-applicable Series A conversion rate), excluding common units held by our general partner and its affiliates, is required for the withdrawal of the general partner prior to December 31, 2022 in a manner which would cause a dissolution of our partnership.
|
Removal of the general partner
|
Not less than 66 2/3% of the outstanding common and Series A Preferred units (on an as-converted basis at the then-applicable Series A conversion rate), voting as a single class, including units held by our general partner and its affiliates.
|
Transfer of the general partner interest
|
Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. The approval of a majority of the outstanding common units and Series A Preferred units (on an as-converted basis at the then-applicable Series A conversion rate), excluding common units held by our general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to December 31, 2022.
|
Transfer of ownership interests in our general partner
|
No approval right.
|
Declarations of payment of any distributions from capital surplus
|
Series A required percentage.
|
•
|
provide for the proper conduct of MPLX business (including reserves for future capital expenditures and MPLX’s anticipated future credit needs);
|
•
|
comply with applicable law, any of MPLX’s debt instruments or other agreements; or
|
•
|
provide funds for distributions to MPLX’s unitholders for any one or more of the next four quarters (so long as MPLX distributes $0.2625 on all common units with respect to the quarter).
|
•
|
The assets may be disposed of by public or private sale or by distribution in kind to one or more partners on such terms as the liquidator and such partners may agree. The liquidator may defer the liquidation or distribution of MPLX’s assets for a reasonable time if it determines that an immediate sale would be impractical or would cause undue loss to the partners.
|
•
|
Liabilities of MPLX include amounts owed to the liquidator as compensation for serving in such capacity and amounts owed to partners otherwise than in respect of their distribution rights under the Partnership Agreement. With respect to any liability that is contingent, conditional, unmatured, or is otherwise not yet due and payable, the liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve will be distributed as additional liquidation proceeds.
|
•
|
All property and all cash in excess of that required to discharge liabilities as described above and required to satisfy the Capital Accounts relating to the Series A Preferred units and the Series B Preferred units, will be distributed to the partners in accordance with, and to the extent of, the positive balances in their respective capital accounts, as determined after taking into account all capital account adjustments set forth in the Partnership Agreement for the taxable period during which liquidation occurs (as determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)). Such distribution will be made by the end of such taxable period or, if later, within 90 days after the date of liquidation.
|
•
|
the highest cash price paid by either our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and
|
•
|
the current market price calculated in accordance with the Partnership Agreement as of the date three business days before the date the notice is mailed.
|
•
|
that the transferee or unitholder is an individual or an entity subject to United States federal income taxation on the income generated by us; or
|
•
|
that, if the transferee unitholder is an entity not subject to United States federal income taxation on the income generated by us, as in the case, for example, of a mutual fund taxed as a regulated investment company or a partnership, all the entity’s owners are subject to United States federal income taxation on the income generated by us.
|
MPLX GP LLC
|
|
|
|
By:
|
/s/ Fiona C. Laird
|
|
|
Printed Name:
|
Fiona C. Laird
|
|
|
Title
|
Chief Human Resources Officer
|
|
|
a.
|
Renewable Blending. MPC may direct Terminal Owner to blend ethanol, biodiesel, biomass-based diesel or renewable diesel with any Products as a part of the Services hereunder. Subject to Section 3.6(c), Terminal Owner shall provide or cause to be provided at each applicable Terminal blending services utilizing equipment including tanks, pumps, piping, and other equipment (the “Blending Equipment”) necessary to blend ethanol, biodiesel, biomass-based diesel and renewable diesel into Products. MPC shall be responsible for providing all of the ethanol, biodiesel, biomass-based diesel and renewable diesel that it desires to be blended with Products at a Terminal. Terminal Owner shall blend ethanol, biodiesel, biomass-based diesel and renewable diesel into the Products as directed by MPC. Terminal Owner shall provide a PTD with information about the blending of ethanol, biodiesel, biomass-based diesel or renewable diesel as directed by MPC, in addition to language required by applicable Laws. Terminal Owner shall also provide services with respect to in-tank denaturing of ethanol as a part of the Services hereunder. Except for fees related to ethanol denaturing services and Ethanol Excess Volume Value Capture, which are separately set forth in Schedule 5.1, Fees for blending-related Services performed at each Terminal are included in the per Gallon throughput fees set forth in Schedule 5.1.”
|
a.
|
Commitment. During each Calendar Quarter, MPC will tender the respective volumes of Products identified by Calendar Quarter for each Terminal in Schedule 3.1 (each a “Minimum Quarterly Terminal Volume Commitment”) for redelivery (including transshipments but excluding Transmix and EV) at each Terminal.”
|
(i)
|
Commencing with the fifth anniversary of the Effective Date and continuing every five years under the Term thereafter (each such date, an “Adjustment Opportunity Date”), Terminal Owner shall provide a statement to MPC, along with reasonable supporting documentation, showing (A) the Terminals or Terminal Complexes for which a Terminal Deficiency Payment was made during the previous five year period; (B) the average actual volumes of Products tendered for redelivery (including transshipments but excluding Transmix and EV) at each such Terminal or Terminal Complex, as applicable, on a Calendar Quarter basis; and (C) a calculation showing the percentage decrease of the volumes calculated in Section 4.3(d)(i)(B) (“x”) versus the Minimum Quarterly Terminal Volume Commitments or Aggregate Committed Complex Volume, as applicable (“y”), such calculation being expressed mathematically as (x-y)/y.
|
(a)
|
Base Throughput Fee. The base throughput fee for each corresponding Terminal set forth on Schedule 5.1 (each a “Base Throughput Fee”) shall apply to volumes of MPC’s Products (excluding Transmix and EV) redelivered hereunder up to the Minimum Quarterly Terminal Volume Commitment. The Base Throughput Fee shall be charged on a per Gallon basis measured at the redelivery point and, except for the Marine Docks, butane blending and ethanol denaturing, is inclusive of all Services provided hereunder, including additization, renewable fuel blending and Transmix handling.
|
(b)
|
Excess Throughput Fee. For volume of MPC’s Products (excluding Transmix and EV) redelivered hereunder in excess of the Minimum Quarterly Terminal Volume Commitment, the excess throughput fee for each corresponding Terminal set forth on Schedule 5.1 (each an “Excess Throughput Fee”) shall apply. The Excess Throughput Fee shall be charged on a per Gallon basis measured at the redelivery point and, except for the Marine Docks, butane blending and ethanol denaturing, is inclusive of all Services provided hereunder, including additization, renewable fuel blending and Transmix handling.
|
(c)
|
Marine Docks. With respect to the Marine Docks, the Fees shall also include a Monthly facility fee set forth on Schedule 5.1 for the exclusive suite of Services typically applicable to marine dock facilities and provided at the Marine Docks. Such facility fees for the Marine Docks shall be payable by MPC on a Monthly basis during the Term, regardless of the actual volumes of Products throughput by or on behalf of MPC at such Marine Docks.
|
(d)
|
Butane Blending. The fees for butane blending Services provided by Terminal Owner to MPC or its designated customers hereunder shall be calculated and charged as set forth on Schedule 5.1.
|
(e)
|
Ethanol Denaturing. The fees for ethanol denaturing Services provided by Terminal Owner hereunder shall be calculated and charged as set forth on Schedule 5.1.
|
(f)
|
Deficiency.
|
(i)
|
Quarterly Deficiency. If MPC fails to meet any of its Minimum Quarterly Terminal Volume Commitments during any Calendar Quarter, then MPC will pay Terminal Owner a deficiency payment (each, a “Terminal Deficiency Payment”) equal to the volume in Gallons of the Minimum Quarterly Terminal Volume Commitment deficiency multiplied by the applicable Base Throughput Fee for the affected Terminal; provided, that notwithstanding anything to the contrary herein including the fact that MPC failed to meet a Minimum Quarterly Terminal Volume Commitment for a particular Terminal during a Calendar Quarter, (A) MPC shall not be liable for payment of any Terminal Deficiency Payment if (1) such Terminal is included in a Terminal Complex; and (2) the applicable Aggregate Actual Complex Volume for the applicable Calendar Quarter meets or exceeds the Aggregate Committed Complex Volume for such Calendar Quarter; and (B) if the Aggregate Committed Complex Volume for such Calendar Quarter exceeds the Aggregate Actual Complex Volume for such Calendar Quarter, MPC, as to such Terminals in the Terminal Complex, shall be liable for a Terminal Deficiency Payment equal to the sum of: (1) at each Terminal included in such Terminal Complex which failed to meet its Minimum Quarterly Terminal Volume Commitment, the volume in Gallons of the Minimum Quarterly Terminal Volume Commitment deficiency divided by the sum of the differences between the volume in Gallons of the Minimum Quarterly Terminal Volume Commitment and the actual volume of Products in Gallons tendered for redelivery at each Terminal in such Terminal Complex that experienced a deficiency during such Calendar Quarter, (2) for each such Terminal, multiplied by the difference by which the Aggregate Committed Complex Volume for such Calendar Quarter exceeds the Aggregate Actual Complex Volume for such Calendar Quarter, and (3) multiplied by the applicable Base Throughput Fee for each such Terminal.
|
(ii)
|
Quarterly True-Up. Promptly following each Calendar Quarter, Terminal Owner shall provide MPC a written statement showing the Quarterly Aggregate Volume Commitment versus the Actual Quarterly Aggregate Volume. If the Actual Quarterly Aggregate Volume exceeds the Quarterly Aggregate Volume Commitment, MPC shall not owe and shall be relieved from payment to Terminal Owner of any Terminal Deficiency Payments determined pursuant to Section 5.1(f)(i) for the applicable Calendar Quarter.
|
(iii)
|
Exclusive Remedy. Section 5.1(f) sets forth Terminal Owner’s sole and exclusive remedy for MPC’s failure to meet any of its Minimum Quarterly Terminal Volume Commitments or, if applicable, Aggregate Committed Complex Volumes, during any applicable Calendar Quarter.
|
(g)
|
Unit Train Ethanol Receipts. The fees for Services provided by Terminal Owner to MPC to support Unit Train Ethanol Receipts shall be calculated and charged as set forth on Schedule 5.1.
|
13.
|
This Amendment constitutes the entire agreement among the parties regarding this subject matter and may be amended or modified only by a written instrument signed by each of the parties.
|
14.
|
This Amendment supersedes any other prior agreements or understandings of the parties relating to this subject matter and the parties are not relying on any statement, representation, promise or inducement not expressly set forth herein.
|
15.
|
This Amendment may be executed in one or more counterparts, and in both original form and one or more photocopies, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same instrument.
|
Marathon Petroleum Company LP
By: MPC Investment LLC, its General Partner
|
|
|
MPLX Terminals LLC
|
|
|
|
|
|
|
By:
|
/s/ D. L. Whikehart
|
|
By:
|
/s/ L. A. Wilkins
|
|
D. L. Whikehart
|
|
|
L. A. Wilkins
|
|
Title: Senior Vice President, Light Products Supply and Logistics
|
|
|
Title: President
|
|
Terminal Name
|
State
|
Region
|
Facility Type
|
Loading Hours
|
Gallons
|
RC Assets
|
|||||||||||
|
Lanes
|
Docks
|
Shell Capacity
|
|||||||||||||||
|
Bay City
|
MI
|
MW
|
Pipeline
|
24/7
|
71,625,000
|
3
|
|
437,600
|
|||||||||
|
Bellevue
|
OH
|
MW
|
Pipeline
|
24/7
|
5,664,000
|
1
|
|
-
|
|||||||||
|
Belton
|
SC
|
SE
|
Pipeline
|
24/7
|
74,949,000
|
3
|
|
370,500
|
|||||||||
|
Birmingham
|
AL
|
SE
|
Pipeline
|
24/7
|
58,131,000
|
2
|
|
251,000
|
|||||||||
|
Brecksville
|
OH
|
MW
|
Pipeline
|
24/7
|
30,912,000
|
2
|
|
454,800
|
|||||||||
|
Canton
|
OH
|
MW
|
Refinery
|
24/7
|
159,134,000
|
6
|
|
48,500
|
|||||||||
|
Champaign
|
IL
|
MW
|
Pipeline
|
24/7
|
96,441,000
|
4
|
|
554,500
|
|||||||||
|
Charleston
|
WV
|
MW
|
Barge
|
24/7
|
36,360,000
|
2
|
1
|
165,700
|
|||||||||
|
Charlotte (East)
|
NC
|
SE
|
Pipeline
|
24/7
|
110,751,000
|
4
|
|
451,800
|
|||||||||
|
Charlotte (West)
|
NC
|
SE
|
Pipeline
|
24/7
|
41,871,000
|
2
|
|
152,700
|
|||||||||
|
Cincinnati
|
OH
|
MW
|
Barge
|
24/7
|
54,021,000
|
2
|
1
|
438,700
|
|||||||||
|
Columbus (East & West)
|
OH
|
MW
|
Pipeline
|
24/7
|
197,481,000
|
4
|
|
749,700
|
|||||||||
|
Columbus (GA)
|
GA
|
SE
|
Pipeline
|
24/7
|
22,335,000
|
1
|
|
132,600
|
|||||||||
|
Covington
|
KY
|
MW
|
Barge
|
24/7
|
100,056,000
|
4
|
1
|
342,100
|
|||||||||
|
Detroit
|
MI
|
MW
|
Refinery
|
24/7
|
260,460,000
|
6
|
|
-
|
|||||||||
|
Doraville
|
GA
|
SE
|
Pipeline
|
24/7
|
52,626,000
|
2
|
|
217,100
|
|||||||||
|
Evansville
|
IN
|
MW
|
Barge
|
24/7
|
37,686,000
|
2
|
1
|
126,000
|
|||||||||
|
Flint
|
MI
|
MW
|
Pipeline
|
24/7
|
37,401,000
|
2
|
|
223,800
|
|||||||||
|
Ft. Lauderdale (Eisenhower)
|
FL
|
SE
|
Marine
|
24/7
|
112,170,000
|
4
|
1
|
559,900
|
|||||||||
|
Ft. Lauderdale (Spangler)
|
FL
|
SE
|
Marine
|
24/7
|
107,451,000
|
3
|
1
|
473,800
|
|||||||||
|
Garyville
|
LA
|
SE
|
Refinery
|
24/7
|
61,788,000
|
2
|
|
96,700
|
|||||||||
|
Greensboro (Guilford County)
|
NC
|
SE
|
Pipeline
|
24/7
|
43,170,000
|
|
|
414,700
|
|||||||||
|
Hammond
|
IN
|
MW
|
Pipeline
|
24/7
|
117,831,000
|
3
|
|
1,193,800
|
|||||||||
|
Heath
|
OH
|
MW
|
Pipeline
|
24/7
|
49,524,000
|
2
|
|
11,100
|
|||||||||
|
Huntington
|
IN
|
MW
|
Pipeline
|
24/7
|
35,220,000
|
2
|
|
187,000
|
|||||||||
|
Indianapolis
|
IN
|
MW
|
Pipeline
|
24/7
|
64,806,000
|
3
|
|
951,600
|
|||||||||
|
Jackson
|
MI
|
MW
|
Pipeline
|
24/7
|
21,828,000
|
2
|
|
263,700
|
|||||||||
|
Jacksonville
|
FL
|
SE
|
Marine
|
24/7
|
139,122,000
|
5
|
1
|
1,156,900
|
|||||||||
|
Kenova/Catlettsburg Docks
|
WV/KY
|
MW
|
Marine Docks
|
24/7
|
712,500,000
|
|
4
|
1,421,100
|
|||||||||
|
Knoxville
|
TN
|
SE
|
Pipeline
|
24/7
|
77,520,000
|
4
|
|
332,800
|
|||||||||
|
Lansing
|
MI
|
MW
|
Pipeline
|
24/7
|
59,682,000
|
3
|
|
174,700
|
|||||||||
|
Lexington
|
KY
|
MW
|
Pipeline
|
24/7
|
79,470,000
|
3
|
|
205,300
|
|||||||||
|
Lima
|
OH
|
MW
|
Pipeline
|
24/7
|
92,961,000
|
2
|
|
854,000
|
|||||||||
|
Louisville (Algonquin)
|
KY
|
MW
|
Barge
|
24/7
|
202,890,000
|
6
|
1
|
1,215,400
|
|||||||||
|
Louisville (Kramers)
|
KY
|
MW
|
Barge
|
24/7
|
115,401,000
|
4
|
1
|
558,300
|
|||||||||
|
Macon
|
GA
|
SE
|
Pipeline
|
24/7
|
79,296,000
|
3
|
|
309,700
|
|||||||||
|
Marietta
|
OH
|
MW
|
Barge
|
24/7
|
46,947,000
|
3
|
2
|
170,700
|
|||||||||
|
Midland
|
PA
|
MW
|
Barge
|
24/7
|
54,573,000
|
2
|
1
|
390,400
|
|||||||||
|
Montgomery
|
AL
|
SE
|
Pipeline
|
24/7
|
53,745,000
|
2
|
|
191,700
|
|||||||||
|
Mt. Prospect
|
IL
|
MW
|
Pipeline
|
24/7
|
53,487,000
|
3
|
|
333,200
|
|||||||||
|
Mt. Vernon
|
IN
|
MW
|
Barge
|
24/7
|
105,945,000
|
1
|
1
|
630,000
|
|
Muncie
|
IN
|
MW
|
Pipeline
|
24/7
|
42,747,000
|
2
|
|
243,800
|
|||||||||
|
Nashville (Bordeaux)
|
TN
|
SE
|
Pipeline
|
24/7
|
64,008,000
|
3
|
1
|
233,800
|
|||||||||
|
Nashville (Downtown)
|
TN
|
SE
|
Barge
|
24/7
|
44,289,000
|
2
|
1
|
250,800
|
|||||||||
|
Nashville (51st)
|
TN
|
SE
|
Pipeline
|
24/7
|
60,903,000
|
3
|
|
331,100
|
|||||||||
|
Niles
|
MI
|
MW
|
Pipeline
|
24/7
|
74,589,000
|
2
|
|
631,100
|
|||||||||
|
North Muskegon
|
MI
|
MW
|
Pipeline
|
24/7
|
113,175,000
|
5
|
|
440,200
|
|||||||||
|
Oregon
|
OH
|
MW
|
Pipeline
|
24/7
|
53,250,000
|
2
|
|
247,800
|
|||||||||
|
Paducah
|
KY
|
MW
|
Barge
|
24/7
|
30,654,000
|
2
|
1
|
208,300
|
|||||||||
|
Powder Springs
|
GA
|
SE
|
Pipeline
|
24/7
|
78,300,000
|
3
|
|
338,300
|
|||||||||
|
Robinson
|
IL
|
MW
|
Refinery
|
24/7
|
74,736,000
|
4
|
|
7,300
|
|||||||||
|
Rockford
|
IL
|
MW
|
Pipeline
|
24/7
|
48,678,000
|
3
|
|
326,000
|
|||||||||
|
Romulus
|
MI
|
MW
|
Pipeline
|
24/7
|
27,309,000
|
3
|
|
268,400
|
|||||||||
|
Selma (Buffalo)
|
NC
|
SE
|
Pipeline
|
24/7
|
123,750,000
|
3
|
|
549,000
|
|||||||||
|
Selma (West Oak)
|
NC
|
SE
|
Pipeline
|
24/7
|
134,537,000
|
4
|
|
355,000
|
|||||||||
|
Speedway
|
IN
|
MW
|
Pipeline
|
24/7
|
124,647,000
|
5
|
|
526,300
|
|||||||||
|
Steubenville
|
OH
|
MW
|
Pipeline
|
24/7
|
16,599,000
|
2
|
|
111,400
|
|||||||||
|
Tampa
|
FL
|
SE
|
Marine
|
24/7
|
334,203,000
|
10
|
1
|
1,231,700
|
|||||||||
|
Viney Branch
|
KY
|
MW
|
Refinery
|
24/7
|
114,474,000
|
6
|
|
57,100
|
|||||||||
|
Youngstown
|
OH
|
MW
|
Pipeline
|
24/7
|
28,176,000
|
2
|
|
131,000
|
Terminal Name
|
Base Throughput Fee
|
Excess Throughput Fee
|
Bay City
|
0.01634260
|
0.01347734
|
Bellevue
|
0.01326510
|
0.01326510
|
Belton
|
0.01443243
|
0.01273450
|
Birmingham
|
0.01496303
|
0.01284062
|
Brecksville
|
0.03310969
|
0.01326510
|
Canton
|
0.01326510
|
0.01326510
|
Champaign
|
0.01411407
|
0.01326510
|
Charleston
|
0.02292209
|
0.01368958
|
Charlotte (East)
|
0.01464467
|
0.01305286
|
Charlotte (West)
|
0.01835890
|
0.01252225
|
Cincinnati
|
0.02950158
|
0.01368958
|
Columbus (East & West)
|
0.01241613
|
0.01241613
|
Columbus (GA)
|
0.02727305
|
0.01294674
|
Covington
|
0.01655484
|
0.01623648
|
Detroit
|
0.01326510
|
0.01326510
|
Doraville
|
0.01963235
|
0.01294674
|
Evansville
|
0.02079968
|
0.01390182
|
Flint
|
0.02292209
|
0.01337122
|
Ft. Lauderdale (Eisenhower)
|
0.01782829
|
0.01337122
|
Ft. Lauderdale (Spangler)
|
0.01432631
|
0.01432631
|
Garyville
|
0.01400795
|
0.01241613
|
Greensboro (Friendship) – Guilford County
|
0.01273450
|
0.01273450
|
Hammond
|
0.01920786
|
0.01252225
|
Heath
|
0.01220389
|
0.01220389
|
Huntington
|
0.01931399
|
0.01347734
|
Indianapolis
|
0.02642408
|
0.01347734
|
Jackson
|
0.03947694
|
0.01347734
|
Jacksonville
|
0.02897098
|
0.01390182
|
Kenova/Catlettsburg Docks
|
0.00689785
|
0.00689785
|
Knoxville
|
0.01305286
|
0.01262838
|
Lansing
|
0.01496303
|
0.01347734
|
Lexington
|
0.01337122
|
0.01305286
|
Lima
|
0.01825278
|
0.01220389
|
Louisville (Algonquin)
|
0.01857114
|
0.01273450
|
Louisville (Kramers)
|
0.01581200
|
0.01337122
|
Macon
|
0.01411407
|
0.01241613
|
Marietta
|
0.02154252
|
0.01368958
|
Midland
|
0.02493839
|
0.01199165
|
Montgomery
|
0.01644872
|
0.01284062
|
Mt. Prospect
|
0.02313433
|
0.01326510
|
Mt. Vernon
|
0.01687321
|
0.01167329
|
Muncie
|
0.01697933
|
0.01326510
|
Nashville (Bordeaux)
|
0.01475079
|
0.01284062
|
Nashville (Downtown)
|
0.02090580
|
0.01284062
|
Nashville (51st)
|
0.01750993
|
0.01284062
|
Niles
|
0.01899562
|
0.01315898
|
North Muskegon
|
0.01347734
|
0.01347734
|
Oregon
|
0.01708545
|
0.01326510
|
Paducah
|
0.02706080
|
0.01326510
|
Powder Springs
|
0.01549364
|
0.01294674
|
Robinson
|
0.01390182
|
0.01294674
|
Rockford
|
0.02111804
|
0.01305286
|
Romulus
|
0.03703616
|
0.01358346
|
Selma (Buffalo)
|
0.01294674
|
0.01294674
|
Selma (West Oak)
|
0.01294674
|
0.01294674
|
Speedway
|
0.01347734
|
0.01347734
|
Steubenville
|
0.03194236
|
0.01315898
|
Tampa
|
0.01453855
|
0.01347734
|
Viney Branch
|
0.01337122
|
0.01337122
|
Youngstown
|
0.02313433
|
0.01284062
|
Location
|
Market
|
GPV Price Calculation
|
Bay City
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Charlotte East
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Jacksonville
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Lansing
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Nashville 51st
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Selma Buffalo
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Selma Oak
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Speedway
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
North Muskegon
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Tampa
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
2.
|
Daily Butane Value (“DBV”): the daily agreed upon butane purchase price (“BPP”) from ETP plus the total daily RIN value (DRV), multiplied by the daily total number of butane gallons blended (“GB”). Expressed as a formula:
|
3.
|
Profit Sharing Payment (“PSP”): For each calendar month, a Profit Sharing Payment is paid by ETP to MPC for volumes blended at the Bay City terminal. The (“PSP”) is calculated as the volume of gallons blended (“GB”) at Bay City in such month multiplied by fifty percent multiplied by the following value: (A) the volume weighted daily average of the high and low assessments of Argus posted Chicago Cycle 1 gasoline price (85 CBOB) minus (B) the volume weighted daily average of the high and low assessments of the OPIS posted Mt. Belvieu TET normal butane price minus (C) the average supply cost.
|
4.
|
Annual True-Up: This cost or revenue is intended to cover changes in the estimated vs actual transportation costs, half of shared maintenance expenses, and estimated vs actual butane purchase costs. The cost or revenue is calculated by ETP. MPC will pass ninety-five (95%) of this to Terminal Owner.
|
B)
|
Facilities Without Third Party Licensed Blending Technology
|
1.
|
Tank Daily Gasoline Value (“TDGV”): Expressed as a formula:
|
a.
|
The GPV is calculated by location using the daily posted average of either Argus 85 CBOB or Argus PREM spot prices for the respective blend and market derived from Schedule 3.1.
|
b.
|
The TF is the avoided MPC cost of transporting one Gallon of gasoline (in the most cost effective method possible) to a terminal blending location, as verified and provided by MPC’s Supply Distribution & Planning - Light Products Project Analysis organization.
|
2.
|
Tank Daily Butane Value (“TDBV”): the daily agreed upon tank butane purchase price (“TBPP”) from supplier, plus the total daily RIN value (DRV), multiplied by the daily total number of butane gallons blended (“GB”). Expressed as a formula:
|
a.
|
The TC is the trucking cost of transporting one Gallon of butane (in the most cost effective method possible) to a terminal blending location..
|
b.
|
“DRV” will be determined by using the percentage of each type of RINs specified by the Renewable Fuel Standard Program updated annually or the most recent requirements and will be adjusted retroactively for any difference between the requirements at the time of the calculation and the requirements contained in a final rule establishing Renewable Volume Obligations for the year. OPIS daily posting for the respective RINs pricing will be used. In order to minimize the daily average RINs Cost, postings for prior years RINs will be used up to the maximum allowable percentage.
|
3.
|
In the event MPC requests the butane skid for temporary use at an MPC owned terminal(s), MPC shall pay an MPLX Tank Butane Blending Equipment Service Fee equal to 5% of the blending value. Expressed as a formula:
|
a.
|
MPLX Tank Butane Blending Equipment Service Fee = (TDGV-TDBV)* 5%.
|
4.
|
Annual Adjustment to Revenue: This cost or revenue is intended to cover changes in the estimated vs actual transportation costs. Annually during the month of April, MPC will issue an adjustment of revenue to MPLX. This adjustment will be the result in changes of actual vs previously estimated trucking costs associated with delivery of butane to the terminals for the previous April- March.
|
1.
|
Except for the provisions of the Agreement specifically addressed in this Amendment, all other provisions of the Agreement shall remain in full force and effect.
|
2.
|
Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.
|
3.
|
Schedule 1.1(A) of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 1.1(A).
|
4.
|
Schedule 3.1 of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 3.1.
|
5.
|
Schedule 5.1 of the Agreement is hereby deleted in its entirety and replaced with the attached Schedule 5.1.
|
6.
|
The effective date of this Amendment is August 1, 2019.
|
7.
|
This Amendment constitutes the entire agreement among the Parties regarding this subject matter and may be amended or modified only by a written instrument signed by each of the Parties and supersedes any other prior agreements or understandings of the Parties relating to this subject matter and the Parties are not relying on any statement, representation, promise or inducement not expressly set forth herein.
|
8.
|
This Amendment may be executed in one or more counterparts, and in both original form and one or more photocopies, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same instrument.
|
Marathon Petroleum Company LP
|
|
MPLX Terminals LLC
|
||
By: MPC Investment LLC, its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ P. A. Melton
|
|
By:
|
/s/ L. A. Wilkins
|
Name:
|
P. A. Melton
|
|
Name:
|
L. A. Wilkins
|
Title:
|
Vice President
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminal Name
|
State
|
Region
|
Facility Type
|
Loading Hours
|
Gallons
|
RC Assets
|
||
Lanes
|
Docks
|
Shell Capacity
|
||||||
Bay City
|
MI
|
MW
|
Pipeline
|
24/7
|
71,625,000
|
3
|
|
437,600
|
Bellevue
|
OH
|
MW
|
Pipeline
|
24/7
|
5,664,000
|
1
|
|
-
|
Belton
|
SC
|
SE
|
Pipeline
|
24/7
|
74,949,000
|
3
|
|
370,500
|
Birmingham
|
AL
|
SE
|
Pipeline
|
24/7
|
58,131,000
|
2
|
|
251,000
|
Brecksville
|
OH
|
MW
|
Pipeline
|
24/7
|
30,912,000
|
2
|
|
454,800
|
Canton
|
OH
|
MW
|
Refinery
|
24/7
|
159,134,000
|
6
|
|
48,500
|
Champaign
|
IL
|
MW
|
Pipeline
|
24/7
|
96,441,000
|
4
|
|
554,500
|
Charleston
|
WV
|
MW
|
Barge
|
24/7
|
36,360,000
|
2
|
1
|
165,700
|
Charlotte (East)
|
NC
|
SE
|
Pipeline
|
24/7
|
110,751,000
|
4
|
|
451,800
|
Charlotte (West)
|
NC
|
SE
|
Pipeline
|
24/7
|
41,871,000
|
2
|
|
152,700
|
Cincinnati
|
OH
|
MW
|
Barge
|
24/7
|
54,021,000
|
2
|
1
|
438,700
|
Columbus (East & West)
|
OH
|
MW
|
Pipeline
|
24/7
|
197,481,000
|
4
|
|
749,700
|
Columbus (GA)
|
GA
|
SE
|
Pipeline
|
24/7
|
22,335,000
|
1
|
|
132,600
|
Covington
|
KY
|
MW
|
Barge
|
24/7
|
100,056,000
|
4
|
1
|
342,100
|
Detroit
|
MI
|
MW
|
Refinery
|
24/7
|
260,460,000
|
6
|
|
-
|
Doraville
|
GA
|
SE
|
Pipeline
|
24/7
|
52,626,000
|
2
|
|
217,100
|
Evansville
|
IN
|
MW
|
Barge
|
24/7
|
37,686,000
|
2
|
1
|
126,000
|
Flint
|
MI
|
MW
|
Pipeline
|
24/7
|
37,401,000
|
2
|
|
223,800
|
Ft. Lauderdale (Eisenhower)
|
FL
|
SE
|
Marine
|
24/7
|
112,170,000
|
4
|
1
|
559,900
|
Ft. Lauderdale (Spangler)
|
FL
|
SE
|
Marine
|
24/7
|
107,451,000
|
3
|
1
|
473,800
|
Garyville
|
LA
|
SE
|
Refinery
|
24/7
|
61,788,000
|
2
|
|
96,700
|
Greensboro (Guilford County)
|
NC
|
SE
|
Pipeline
|
24/7
|
43,170,000
|
|
|
414,700
|
Hammond
|
IN
|
MW
|
Pipeline
|
24/7
|
117,831,000
|
3
|
|
1,193,800
|
Heath
|
OH
|
MW
|
Pipeline
|
24/7
|
49,524,000
|
2
|
|
11,100
|
Huntington
|
IN
|
MW
|
Pipeline
|
24/7
|
35,220,000
|
2
|
|
187,000
|
Indianapolis
|
IN
|
MW
|
Pipeline
|
24/7
|
64,806,000
|
3
|
|
951,600
|
Jackson
|
MI
|
MW
|
Pipeline
|
24/7
|
21,828,000
|
2
|
|
263,700
|
Jacksonville
|
FL
|
SE
|
Marine
|
24/7
|
139,122,000
|
5
|
1
|
1,142,000
|
Kenova/Catlettsburg Docks
|
WV/KY
|
MW
|
Marine Docks
|
24/7
|
712,500,000
|
|
4
|
1,421,100
|
Knoxville
|
TN
|
SE
|
Pipeline
|
24/7
|
77,520,000
|
4
|
|
332,800
|
Lansing
|
MI
|
MW
|
Pipeline
|
24/7
|
59,682,000
|
3
|
|
174,700
|
Lexington
|
KY
|
MW
|
Pipeline
|
24/7
|
79,470,000
|
3
|
|
205,300
|
Lima
|
OH
|
MW
|
Pipeline
|
24/7
|
92,961,000
|
2
|
|
864,200
|
Louisville (Algonquin)
|
KY
|
MW
|
Barge
|
24/7
|
202,890,000
|
6
|
1
|
1,215,400
|
Louisville (Kramers)
|
KY
|
MW
|
Barge
|
24/7
|
115,401,000
|
4
|
1
|
558,300
|
Macon
|
GA
|
SE
|
Pipeline
|
24/7
|
79,296,000
|
3
|
|
309,700
|
Marietta
|
OH
|
MW
|
Barge
|
24/7
|
46,947,000
|
3
|
2
|
170,700
|
Midland
|
PA
|
MW
|
Barge
|
24/7
|
54,573,000
|
2
|
1
|
390,400
|
Montgomery
|
AL
|
SE
|
Pipeline
|
24/7
|
53,745,000
|
2
|
|
191,700
|
Mt. Prospect
|
IL
|
MW
|
Pipeline
|
24/7
|
53,487,000
|
3
|
|
333,200
|
Mt. Vernon
|
IN
|
MW
|
Barge
|
24/7
|
105,945,000
|
1
|
1
|
630,000
|
Muncie
|
IN
|
MW
|
Pipeline
|
24/7
|
42,747,000
|
2
|
|
243,800
|
Nashville (Bordeaux)
|
TN
|
SE
|
Pipeline
|
24/7
|
64,008,000
|
3
|
1
|
233,800
|
Nashville (Downtown)
|
TN
|
SE
|
Barge
|
24/7
|
44,289,000
|
2
|
1
|
250,800
|
Nashville (51st)
|
TN
|
SE
|
Pipeline
|
24/7
|
60,903,000
|
3
|
|
331,100
|
Niles
|
MI
|
MW
|
Pipeline
|
24/7
|
74,589,000
|
2
|
|
631,100
|
North Muskegon
|
MI
|
MW
|
Pipeline
|
24/7
|
113,175,000
|
5
|
|
440,200
|
Oregon
|
OH
|
MW
|
Pipeline
|
24/7
|
53,250,000
|
2
|
|
247,800
|
Paducah
|
KY
|
MW
|
Barge
|
24/7
|
30,654,000
|
2
|
1
|
208,300
|
Powder Springs
|
GA
|
SE
|
Pipeline
|
24/7
|
78,300,000
|
3
|
|
338,300
|
Robinson
|
IL
|
MW
|
Refinery
|
24/7
|
74,736,000
|
4
|
|
7,300
|
Rockford
|
IL
|
MW
|
Pipeline
|
24/7
|
48,678,000
|
3
|
|
326,000
|
Romulus
|
MI
|
MW
|
Pipeline
|
24/7
|
27,309,000
|
3
|
|
268,400
|
Selma (Buffalo)
|
NC
|
SE
|
Pipeline
|
24/7
|
123,750,000
|
3
|
|
549,000
|
Selma (West Oak)
|
NC
|
SE
|
Pipeline
|
24/7
|
134,537,000
|
4
|
|
355,000
|
Speedway
|
IN
|
MW
|
Pipeline
|
24/7
|
124,647,000
|
5
|
|
526,300
|
Steubenville
|
OH
|
MW
|
Pipeline
|
24/7
|
16,599,000
|
2
|
|
111,400
|
Tampa
|
FL
|
SE
|
Marine
|
24/7
|
334,203,000
|
10
|
1
|
1,231,700
|
Viney Branch
|
KY
|
MW
|
Refinery
|
24/7
|
114,474,000
|
6
|
|
57,100
|
Youngstown
|
OH
|
MW
|
Pipeline
|
24/7
|
28,176,000
|
2
|
|
131,000
|
Terminal Name
|
Base Throughput Fee*
|
Excess Throughput Fee*
|
Bay City
|
0.01634260
|
0.01347734
|
Bellevue
|
0.01326510
|
0.01326510
|
Belton
|
0.01443243
|
0.01273450
|
Birmingham
|
0.01496303
|
0.01284062
|
Brecksville
|
0.03310969
|
0.01326510
|
Canton
|
0.01326510
|
0.01326510
|
Champaign
|
0.01411407
|
0.01326510
|
Charleston
|
0.02292209
|
0.01368958
|
Charlotte (East)
|
0.01464467
|
0.01305286
|
Charlotte (West)
|
0.01835890
|
0.01252225
|
Cincinnati
|
0.02950158
|
0.01368958
|
Columbus (East & West)
|
0.01241613
|
0.01241613
|
Columbus (GA)
|
0.02727305
|
0.01294674
|
Covington
|
0.01655484
|
0.01623648
|
Detroit
|
0.01326510
|
0.01326510
|
Doraville
|
0.01963235
|
0.01294674
|
Evansville
|
0.02079968
|
0.01390182
|
Flint
|
0.02292209
|
0.01337122
|
Ft. Lauderdale (Eisenhower)
|
0.01782829
|
0.01337122
|
Ft. Lauderdale (Spangler)
|
0.01432631
|
0.01432631
|
Garyville
|
0.01400795
|
0.01241613
|
Greensboro (Friendship) – Guilford County
|
0.01273450
|
0.01273450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hammond
|
0.01920786
|
0.01252225
|
Heath
|
0.01220389
|
0.01220389
|
Huntington
|
0.01931399
|
0.01347734
|
Indianapolis
|
0.02642408
|
0.01347734
|
Jackson
|
0.03947694
|
0.01347734
|
Jacksonville
|
0.02897098
|
0.01390182
|
Kenova/Catlettsburg Docks
|
0.00689785
|
0.00689785
|
Knoxville
|
0.01305286
|
0.01262838
|
Lansing
|
0.01496303
|
0.01347734
|
Lexington
|
0.01337122
|
0.01305286
|
Lima
|
0.01825278
|
0.01220389
|
Louisville (Algonquin)
|
0.01857114
|
0.01273450
|
Louisville (Kramers)
|
0.01581200
|
0.01337122
|
Macon
|
0.01411407
|
0.01241613
|
Marietta
|
0.02154252
|
0.01368958
|
Midland
|
0.02493839
|
0.01199165
|
Montgomery
|
0.01644872
|
0.01284062
|
Mt. Prospect
|
0.02313433
|
0.01326510
|
Mt. Vernon
|
0.01687321
|
0.01167329
|
Muncie
|
0.01697933
|
0.01326510
|
Nashville (Bordeaux)
|
0.01475079
|
0.01284062
|
Nashville (Downtown)
|
0.02090580
|
0.01284062
|
Nashville (51st)
|
0.01750993
|
0.01284062
|
Niles
|
0.01899562
|
0.01315898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Muskegon
|
0.01347734
|
0.01347734
|
Oregon
|
0.01708545
|
0.01326510
|
Paducah
|
0.02706080
|
0.01326510
|
Powder Springs
|
0.01549364
|
0.01294674
|
Robinson
|
0.01390182
|
0.01294674
|
Rockford
|
0.02111804
|
0.01305286
|
Romulus
|
0.03703616
|
0.01358346
|
Selma (Buffalo)
|
0.01294674
|
0.01294674
|
Selma (West Oak)
|
0.01294674
|
0.01294674
|
Speedway
|
0.01347734
|
0.01347734
|
Steubenville
|
0.03194236
|
0.01315898
|
Tampa
|
0.01453855
|
0.01347734
|
Viney Branch
|
0.01337122
|
0.01337122
|
Youngstown
|
0.02313433
|
0.01284062
|
A)
|
Facilities with Third Party Licensed Blending Technology
|
Location
|
Market
|
GPV Price Calculation
|
Bay City
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Charlotte East
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Jacksonville
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Lansing
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Nashville 51st
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Selma Buffalo
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Selma Oak
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Speedway
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
North Muskegon
|
Chicago
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
Tampa
|
Gulf Coast
|
Daily posted Argus 85 CBOB and 91 PREM spot prices
|
B)
|
Facilities Without Third Party Blending Technology
|
1.
|
Tank Daily Gasoline Value (“TDGV”): Expressed as a formula:
|
a.
|
GPV is calculated by location using the daily posted average Argus 85 CBOB or Argus PREM spot prices for the respective blend and market derived from Schedule 3.1.
|
2.
|
Tank Daily Butane Value (“TDBV”): the daily agreed upon tank butane purchase price (“TBPP”) from supplier, plus the total daily RIN value (“DRV”), multiplied by the daily total number of butane Gallons blended (“GB”). Expressed as a formula:
|
a.
|
TC is the trucking cost of transporting one Gallon of butane (in the most cost effective method possible) to a terminal blending location.
|
b.
|
DRV will be determined by using the percentage of each type of RINs specified by the Renewable Fuel Standard Program updated annually to the most recent requirements and will be adjusted retroactively for any difference between the requirements at the time of the calculation and the requirements contained in a final rule establishing Renewable Volume Obligations for the year. OPIS daily posting for the respective RINs pricing will be used. In order to minimize the daily average RINs Cost, posting for prior years RINs will be used up to the maximum allowable percentage.
|
3.
|
Tank Daily Pentane Value (“TDPV”): the daily agreed upon tank pentane purchase price (“TPPP”) from supplier, plus the total daily RIN value (“DRV”), multiplied by the daily total number of butane Gallons blended (“GB”). Expressed as a formula:
|
a.
|
TC is the trucking costs of transporting one Gallon of pentane (in the most cost-effective manner) to a terminal blending location.
|
b.
|
DRV will be determined by using the percentage of each type of RINs specified by the Renewable Fuel Standard Program updated annually or the most recent requirements and will be adjusted retroactively for any difference
|
4.
|
In the event MPC requests a butane skid for temporary use at an MPC owned terminal(s), MPC shall pay an MPLX Tank Butane Blending Equipment Service Fee equal to 5% of the blending value. Expressed as a formula:
|
a.
|
MPLX Tank Butane Blending Equipment Service Fee = (TDGV-TDBV)* 5%.
|
5.
|
Annual Adjustment to Revenue: This cost or revenue is intended to cover changes in the estimated vs actual transportation costs. Annually during the month of April, MPC will issue an adjustment of revenue to MPLX. This adjustment will be the result in changes of actual vs previously estimated trucking costs associated with delivery of butane to the terminals for the previous April- March.
|
C)
|
Kenova Blending
|
|
|
|
|
Name of Subsidiary
|
Jurisdiction of Organization/Incorporation
|
|
Andeavor Field Services LLC
|
Delaware
|
|
Andeavor Gathering I LLC
|
Delaware
|
|
Andeavor Logistics CD LLC
|
Delaware
|
|
Andeavor Logistics GP LLC
|
Delaware
|
|
Andeavor Logistics LP
|
Delaware
|
|
Andeavor Logistics Rio Pipeline LLC
|
Delaware
|
|
Andeavor Midstream Partners GP LLC
|
Delaware
|
|
Andeavor Midstream Partners LP
|
Delaware
|
|
Andeavor Midstream Partners Operating LLC
|
Delaware
|
|
Andeavor MPL Holdings LLC
|
Delaware
|
|
Asphalt Terminals LLC
|
Delaware
|
*
|
Bakken Pipeline Investments LLC
|
Delaware
|
|
Blanchard Terminal Company LLC
|
Delaware
|
|
Canton Refining Logistics LLC
|
Delaware
|
|
Catlettsburg Refining Logistics LLC
|
Delaware
|
*
|
Centrahoma Processing LLC
|
Delaware
|
*
|
Dakota Access Holdings LLC
|
Delaware
|
*
|
Dakota Access Truck Terminals, LLC
|
Delaware
|
*
|
Dakota Access, LLC
|
Delaware
|
*
|
Delaware Basin Residue, LLC
|
Delaware
|
|
Detroit Refining Logistics LLC
|
Delaware
|
*
|
Eastern Gulf Crude Access, LLC
|
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
|
|
Green River Processing, LLC
|
Delaware
|
*
|
Guilford County Terminal Company, LLC
|
North Carolina
|
|
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
|
|
Lincoln Pipeline LLC
|
Delaware
|
*
|
LOCAP LLC
|
Delaware
|
*
|
LOOP LLC
|
Delaware
|
|
Marathon Pipe Line LLC
|
Delaware
|
*
|
MarEn Bakken Company LLC
|
Delaware
|
|
MarkWest Agua Blanca Pipeline, L.L.C.
|
Delaware
|
|
MarkWest Blackhawk, L.L.C.
|
Texas
|
|
MarkWest Bluestone Ethane Pipeline, L.L.C.
|
Delaware
|
|
MarkWest Delaware Basin Gas Company, L.L.C.
|
Delaware
|
*
|
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
|
Delaware
|
|
MarkWest Energy East Texas Gas Company, L.L.C.
|
Delaware
|
|
MarkWest Energy Finance Corporation
|
Delaware
|
|
MarkWest Energy Operating Company, L.L.C.
|
Delaware
|
|
MarkWest Energy Partners, L.P.
|
Delaware
|
|
MarkWest Energy South Texas Gas Company, L.L.C.
|
Delaware
|
|
MarkWest Energy West Texas Gas Company, L.L.C.
|
Delaware
|
|
MarkWest Gas Services, L.L.C.
|
Texas
|
|
MarkWest Hydrocarbon, L.L.C.
|
Delaware
|
|
MarkWest Javelina Company, L.L.C.
|
Texas
|
|
MarkWest Javelina Pipeline Company, L.L.C.
|
Texas
|
|
MarkWest Liberty Bluestone, L.L.C.
|
Delaware
|
|
MarkWest Liberty Ethane Pipeline, L.L.C.
|
Delaware
|
|
MarkWest Liberty Gas Gathering, L.L.C.
|
Delaware
|
|
MarkWest Liberty Midstream & Resources, L.L.C.
|
Delaware
|
|
MarkWest Liberty NGL Pipeline, L.L.C.
|
Delaware
|
|
MarkWest Mariner Pipeline, L.L.C.
|
Delaware
|
|
MarkWest New Mexico, L.L.C.
|
Texas
|
*
|
MarkWest Ohio Fractionation Company, L.L.C.
|
Delaware
|
|
MarkWest Oklahoma Gas Company, L.L.C.
|
Oklahoma
|
|
MarkWest Panola Pipeline, L.L.C.
|
Texas
|
|
MarkWest Pinnacle, L.L.C.
|
Texas
|
|
MarkWest Pioneer, L.L.C.
|
Delaware
|
|
MarkWest Pipeline Company, L.L.C.
|
Texas
|
|
MarkWest PNG Utility, L.L.C.
|
Texas
|
*
|
MarkWest POET, L.L.C.
|
Delaware
|
|
MarkWest Power Tex, L.L.C.
|
Texas
|
|
MarkWest Ranger Pipeline Company, L.L.C.
|
Delaware
|
|
MarkWest Texas PNG Utility, L.L.C.
|
Texas
|
*
|
MarkWest Tornado GP, L.L.C.
|
Delaware
|
*
|
MarkWest Utica EMG, L.L.C.
|
Delaware
|
|
MarkWest Utica Operating Company, L.L.C.
|
Delaware
|
*
|
Midwest Connector Capital Company LLC
|
Delaware
|
*
|
Minnesota Pipe Line Company, LLC
|
Delaware
|
*
|
MPL Investments, Inc.
|
Delaware
|
|
MPL Louisiana Holdings LLC
|
Delaware
|
|
MPLX Alaska LLC
|
Delaware
|
|
MPLX Alaska Logistics LLC
|
Delaware
|
|
MPLX DAPLETCO Holdings LLC
|
Delaware
|
|
MPLX Delaware Basin NGL LLC
|
Delaware
|
|
MPLX Fuels Distribution LLC
|
Delaware
|
|
MPLX Operations LLC
|
Delaware
|
|
MPLX Ozark Pipe Line LLC
|
Delaware
|
|
MPLX Pipe Line Holdings LLC
|
Delaware
|
|
MPLX Refining Logistics LLC
|
Delaware
|
|
MPLX Terminal and Storage LLC
|
Delaware
|
|
MPLX Terminals LLC
|
Delaware
|
|
MPLX W2W Pipeline Holdings LLC
|
Delaware
|
|
MPLXIF LLC
|
Delaware
|
|
Mt. Airy Terminal LLC
|
Delaware
|
|
Mule Sidetracks, L.L.C.
|
Delaware
|
|
Mule Tracts, L.L.C.
|
Delaware
|
|
MWE GP LLC
|
Delaware
|
*
|
Ohio Condensate Company, L.L.C.
|
Delaware
|
*
|
Ohio Gathering Company, L.L.C.
|
Delaware
|
|
Ohio River Pipe Line LLC
|
Delaware
|
*
|
Panola Pipeline Company, LLC
|
Texas
|
*
|
PNAC, LLC
|
Nevada
|
*
|
Rendezvous Gas Services, L.L.C.
|
Wyoming
|
|
Rendezvous Pipeline Company, LLC
|
Colorado
|
|
Robinson Refining Logistics LLC
|
Delaware
|
*
|
Sakakawea Area Spill Response LLC
|
Delaware
|
*
|
Sherwood Midstream Holdings LLC
|
Delaware
|
*
|
Sherwood Midstream LLC
|
Delaware
|
|
Tesoro Alaska Pipeline Company LLC
|
Delaware
|
|
Tesoro Alaska Terminals LLC
|
Delaware
|
|
Tesoro Great Plains Gathering & Marketing LLC
|
Delaware
|
|
Tesoro Great Plains Midstream LLC
|
Delaware
|
|
Tesoro High Plains Pipeline Company LLC
|
Delaware
|
|
Tesoro Logistics Finance Corp.
|
Delaware
|
|
Tesoro Logistics Northwest Pipeline LLC
|
Delaware
|
|
Tesoro Logistics Operations LLC
|
Delaware
|
|
Tesoro Logistics Pipelines LLC
|
Delaware
|
|
Tesoro SoCal Pipeline Company LLC
|
Delaware
|
*
|
Three Rivers Gathering, LLC
|
Delaware
|
*
|
Uintah Basin Field Services, L.L.C.
|
Delaware
|
|
W2W Finance LLC
|
Delaware
|
|
W2W Holdings LLC
|
Delaware
|
*
|
Indicates a company that is not wholly owned directly or indirectly by MPLX LP.
|
Signature
|
|
Title
|
|
|
|
/s/ Gary R. Heminger
|
|
Chairman of the Board of Directors of MPLX GP LLC (the general partner of MPLX LP)
|
Gary R. Heminger
|
|
|
|
|
|
/s/ Michael J. Hennigan
|
|
Director, President and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP) (principal executive officer)
|
Michael J. Hennigan
|
|
|
|
|
|
/s/ Pamela K.M. Beall
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC (the general partner of MPLX LP) (principal financial officer)
|
Pamela K.M. Beall
|
|
|
|
|
|
/s/ C. Kristopher Hagedorn
|
|
Vice President and Controller of MPLX GP LLC (the general partner of MPLX LP) (principal accounting officer)
|
C. Kristopher Hagedorn
|
|
|
|
|
|
/s/ Michael L. Beatty
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
Michael L. Beatty
|
|
|
|
|
|
/s/ Christopher A. Helms
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
Christopher A. Helms
|
|
|
|
|
|
/s/ Garry L. Peiffer
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
Garry L. Peiffer
|
|
|
|
|
|
/s/ Dan D. Sandman
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
Dan D. Sandman
|
|
|
|
|
|
/s/ Frank M. Semple
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
Frank M. Semple
|
|
|
|
|
|
/s/ J. Michael Stice
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
J. Michael Stice
|
|
|
|
|
|
/s/ John P. Surma
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
John P. Surma
|
|
|
|
|
|
/s/ Donald C. Templin
|
|
Director of MPLX GP LLC (the general partner of MPLX LP)
|
Donald C. Templin
|
|
|
|
|
|
1.
|
I have reviewed this report on Form 10-K of MPLX LP;
|
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, 2020
|
|
/s/ Michael J. Hennigan
|
|
|
Michael J. Hennigan
|
|
|
Director, President and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
|
1.
|
I have reviewed this report on Form 10-K of MPLX LP;
|
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, 2020
|
|
/s/ Pamela K.M. Beall
|
|
|
Pamela K.M. Beall
|
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC (the general partner of MPLX LP)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: February 28, 2020
|
|
|
|
|
|
/s/ Michael J. Hennigan
|
|
|
Michael J. Hennigan
|
|
|
Director, President and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Date: February 28, 2020
|
|
|
|
|
|
/s/ Pamela K.M. Beall
|
|
|
Pamela K.M. Beall
|
|
|
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC (the general partner of MPLX LP)
|
|
|