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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-1284632
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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539 South Main Street, Findlay, Ohio
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45840-3229
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
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2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
25,438
|
|
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$
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26,256
|
|
|
$
|
75,567
|
|
|
$
|
75,263
|
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Income from equity method investments
|
29
|
|
|
9
|
|
|
121
|
|
|
16
|
|
||||
Net gain on disposal of assets
|
2
|
|
|
1
|
|
|
14
|
|
|
3
|
|
||||
Other income
|
12
|
|
|
8
|
|
|
57
|
|
|
40
|
|
||||
Total revenues and other income
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25,481
|
|
|
26,274
|
|
|
75,759
|
|
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75,322
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
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21,935
|
|
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23,553
|
|
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65,571
|
|
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65,907
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|
||||
Purchases from related parties
|
112
|
|
|
103
|
|
|
401
|
|
|
254
|
|
||||
Consumer excise taxes
|
1,622
|
|
|
1,631
|
|
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4,736
|
|
|
4,685
|
|
||||
Depreciation and amortization
|
322
|
|
|
299
|
|
|
967
|
|
|
888
|
|
||||
Selling, general and administrative expenses
|
342
|
|
|
305
|
|
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1,004
|
|
|
912
|
|
||||
Other taxes
|
86
|
|
|
82
|
|
|
288
|
|
|
259
|
|
||||
Total costs and expenses
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24,419
|
|
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25,973
|
|
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72,967
|
|
|
72,905
|
|
||||
Income from operations
|
1,062
|
|
|
301
|
|
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2,792
|
|
|
2,417
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|
||||
Net interest and other financial income (costs)
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(50
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)
|
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(47
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)
|
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(144
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)
|
|
(140
|
)
|
||||
Income before income taxes
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1,012
|
|
|
254
|
|
|
2,648
|
|
|
2,277
|
|
||||
Provision for income taxes
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333
|
|
|
81
|
|
|
898
|
|
|
775
|
|
||||
Net income
|
679
|
|
|
173
|
|
|
1,750
|
|
|
1,502
|
|
||||
Less net income attributable to noncontrolling interests
|
7
|
|
|
5
|
|
|
24
|
|
|
16
|
|
||||
Net income attributable to MPC
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$
|
672
|
|
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$
|
168
|
|
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$
|
1,726
|
|
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$
|
1,486
|
|
Per Share Data (See Note 7)
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPC per share
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$
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2.38
|
|
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$
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0.54
|
|
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$
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5.99
|
|
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$
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4.63
|
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Weighted average shares outstanding
|
282
|
|
|
309
|
|
|
288
|
|
|
321
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPC per share
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$
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2.36
|
|
|
$
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0.54
|
|
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$
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5.95
|
|
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$
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4.60
|
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Weighted average shares outstanding
|
284
|
|
|
311
|
|
|
290
|
|
|
323
|
|
||||
Dividends paid
|
$
|
0.50
|
|
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$
|
0.42
|
|
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$
|
1.34
|
|
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$
|
1.12
|
|
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
(In millions)
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2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
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$
|
679
|
|
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$
|
173
|
|
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$
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1,750
|
|
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$
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1,502
|
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Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes, net of tax of ($1), $34, $0 and $169
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(2
|
)
|
|
57
|
|
|
—
|
|
|
282
|
|
||||
Prior service costs, net of tax of ($5), ($5), ($14) and ($14)
|
(8
|
)
|
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(8
|
)
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(24
|
)
|
|
(23
|
)
|
||||
Other comprehensive income (loss)
|
(10
|
)
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49
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|
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(24
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)
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|
259
|
|
||||
Comprehensive income
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669
|
|
|
222
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|
|
1,726
|
|
|
1,761
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|
||||
Less comprehensive income attributable to noncontrolling interests
|
7
|
|
|
5
|
|
|
24
|
|
|
16
|
|
||||
Comprehensive income attributable to MPC
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$
|
662
|
|
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$
|
217
|
|
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$
|
1,702
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|
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$
|
1,745
|
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(In millions, except share data)
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September 30,
2014 |
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December 31,
2013 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
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1,854
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|
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$
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2,292
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Receivables, less allowance for doubtful accounts of $10 and $9
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5,271
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|
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5,559
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|
||
Inventories
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5,608
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4,689
|
|
||
Other current assets
|
154
|
|
|
197
|
|
||
Total current assets
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12,887
|
|
|
12,737
|
|
||
Equity method investments
|
862
|
|
|
463
|
|
||
Property, plant and equipment, net
|
15,999
|
|
|
13,921
|
|
||
Goodwill
|
1,537
|
|
|
938
|
|
||
Other noncurrent assets
|
420
|
|
|
326
|
|
||
Total assets
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$
|
31,705
|
|
|
$
|
28,385
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
8,726
|
|
|
$
|
8,234
|
|
Payroll and benefits payable
|
345
|
|
|
406
|
|
||
Consumer excise taxes payable
|
365
|
|
|
373
|
|
||
Accrued taxes
|
586
|
|
|
513
|
|
||
Long-term debt due within one year
|
26
|
|
|
23
|
|
||
Other current liabilities
|
324
|
|
|
275
|
|
||
Total current liabilities
|
10,372
|
|
|
9,824
|
|
||
Long-term debt
|
6,238
|
|
|
3,373
|
|
||
Deferred income taxes
|
2,165
|
|
|
2,304
|
|
||
Defined benefit postretirement plan obligations
|
937
|
|
|
771
|
|
||
Deferred credits and other liabilities
|
727
|
|
|
781
|
|
||
Total liabilities
|
20,439
|
|
|
17,053
|
|
||
Commitments and contingencies (see Note 22)
|
|
|
|
||||
Equity
|
|
|
|
||||
MPC stockholders’ equity:
|
|
|
|
||||
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued - 363 million and 362 million shares (par value $0.01 per share, 1 billion shares authorized)
|
4
|
|
|
4
|
|
||
Held in treasury, at cost - 82 million and 65 million shares
|
(5,616
|
)
|
|
(4,155
|
)
|
||
Additional paid-in capital
|
9,833
|
|
|
9,768
|
|
||
Retained earnings
|
6,856
|
|
|
5,507
|
|
||
Accumulated other comprehensive loss
|
(228
|
)
|
|
(204
|
)
|
||
Total MPC stockholders’ equity
|
10,849
|
|
|
10,920
|
|
||
Noncontrolling interests
|
417
|
|
|
412
|
|
||
Total equity
|
11,266
|
|
|
11,332
|
|
||
Total liabilities and equity
|
$
|
31,705
|
|
|
$
|
28,385
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2014
|
|
2013
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
1,750
|
|
|
$
|
1,502
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
967
|
|
|
888
|
|
||
Pension and other postretirement benefits, net
|
123
|
|
|
3
|
|
||
Deferred income taxes
|
(126
|
)
|
|
22
|
|
||
Net gain on disposal of assets
|
(14
|
)
|
|
(3
|
)
|
||
Equity method investments, net
|
(39
|
)
|
|
(4
|
)
|
||
Changes in the fair value of derivative instruments
|
(35
|
)
|
|
(54
|
)
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
424
|
|
|
(974
|
)
|
||
Inventories
|
(731
|
)
|
|
(1,330
|
)
|
||
Current accounts payable and accrued liabilities
|
318
|
|
|
2,028
|
|
||
All other, net
|
85
|
|
|
(28
|
)
|
||
Net cash provided by operating activities
|
2,722
|
|
|
2,050
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(952
|
)
|
|
(733
|
)
|
||
Acquisitions, net of cash acquired
|
(2,831
|
)
|
|
(1,515
|
)
|
||
Disposal of assets
|
19
|
|
|
12
|
|
||
Investments—acquisitions, loans and contributions
|
(341
|
)
|
|
(113
|
)
|
||
—redemptions, repayments and return of capital
|
3
|
|
|
76
|
|
||
All other, net
|
78
|
|
|
22
|
|
||
Net cash used in investing activities
|
(4,024
|
)
|
|
(2,251
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt – borrowings
|
2,903
|
|
|
—
|
|
||
– repayments
|
(32
|
)
|
|
(16
|
)
|
||
Debt issuance costs
|
(19
|
)
|
|
(2
|
)
|
||
Issuance of common stock
|
21
|
|
|
37
|
|
||
Common stock repurchased
|
(1,449
|
)
|
|
(2,341
|
)
|
||
Dividends paid
|
(386
|
)
|
|
(358
|
)
|
||
Distributions to noncontrolling interests
|
(20
|
)
|
|
(15
|
)
|
||
Tax settlement with Marathon Oil Corporation
|
—
|
|
|
39
|
|
||
Contingent consideration payment
|
(172
|
)
|
|
—
|
|
||
All other, net
|
18
|
|
|
15
|
|
||
Net cash provided by (used in) financing activities
|
864
|
|
|
(2,641
|
)
|
||
Net decrease in cash and cash equivalents
|
(438
|
)
|
|
(2,842
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,292
|
|
|
4,860
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,854
|
|
|
$
|
2,018
|
|
|
MPC Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||
(In millions)
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||
Balance as of December 31, 2012
|
$
|
4
|
|
|
$
|
(1,253
|
)
|
|
$
|
9,527
|
|
|
$
|
3,880
|
|
|
$
|
(464
|
)
|
|
$
|
411
|
|
|
$
|
12,105
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,486
|
|
|
—
|
|
|
16
|
|
|
1,502
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|
—
|
|
|
259
|
|
|||||||
Shares repurchased
|
—
|
|
|
(2,441
|
)
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,341
|
)
|
|||||||
Shares issued (returned) - stock based compensation
|
—
|
|
|
(9
|
)
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
46
|
|
|||||||
Tax settlement with Marathon Oil Corporation
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
Balance as of September 30, 2013
|
$
|
4
|
|
|
$
|
(3,703
|
)
|
|
$
|
9,748
|
|
|
$
|
5,007
|
|
|
$
|
(205
|
)
|
|
$
|
413
|
|
|
$
|
11,264
|
|
Balance as of December 31, 2013
|
$
|
4
|
|
|
$
|
(4,155
|
)
|
|
$
|
9,768
|
|
|
$
|
5,507
|
|
|
$
|
(204
|
)
|
|
$
|
412
|
|
|
$
|
11,332
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,726
|
|
|
—
|
|
|
24
|
|
|
1,750
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||||
Shares repurchased
|
—
|
|
|
(1,449
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,449
|
)
|
|||||||
Shares issued (returned)—stock based compensation
|
—
|
|
|
(12
|
)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
45
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
Balance as of September 30, 2014
|
$
|
4
|
|
|
$
|
(5,616
|
)
|
|
$
|
9,833
|
|
|
$
|
6,856
|
|
|
$
|
(228
|
)
|
|
$
|
417
|
|
|
$
|
11,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Shares in millions)
|
Common
Stock |
|
Treasury
Stock |
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of December 31, 2012
|
361
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares repurchased
|
—
|
|
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares issued - stock-based compensation
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of September 30, 2013
|
362
|
|
|
(59
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of December 31, 2013
|
362
|
|
|
(65
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares repurchased
|
—
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares issued—stock-based compensation
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of September 30, 2014
|
363
|
|
|
(82
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
28,284
|
|
|
$
|
29,317
|
|
|
$
|
84,232
|
|
|
$
|
86,386
|
|
Net income attributable to MPC
|
698
|
|
|
170
|
|
|
1,748
|
|
|
1,516
|
|
||||
Net income attributable to MPC per share - basic
|
$
|
2.48
|
|
|
$
|
0.55
|
|
|
$
|
6.07
|
|
|
$
|
4.72
|
|
Net income attributable to MPC per share - diluted
|
2.46
|
|
|
0.55
|
|
|
6.03
|
|
|
4.69
|
|
•
|
Centennial Pipeline LLC (“Centennial”), in which we have a
50 percent
noncontrolling interest. Centennial owns a refined products pipeline and storage facility.
|
•
|
Explorer, in which we have a
25 percent
interest. Explorer owns and operates a refined products pipeline.
|
•
|
LOCAP LLC ("LOCAP"), in which we have a
59 percent
noncontrolling interest. LOCAP owns and operates a crude oil pipeline.
|
•
|
LOOP LLC (“LOOP”), in which we have a
51 percent
noncontrolling interest. LOOP owns and operates the only U.S. deepwater oil port.
|
•
|
TAAE, in which we have a
43 percent
noncontrolling interest, TACE, in which we have a
60 percent
noncontrolling interest and TAME, in which we have a
67 percent
direct and indirect noncontrolling interest. These companies each own an ethanol production facility.
|
•
|
Other equity method investees.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Centennial
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
4
|
|
Explorer
|
10
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
LOCAP
|
6
|
|
|
5
|
|
|
16
|
|
|
13
|
|
||||
LOOP
|
12
|
|
|
11
|
|
|
77
|
|
|
32
|
|
||||
TAAE
|
19
|
|
|
8
|
|
|
61
|
|
|
8
|
|
||||
TACE
|
33
|
|
|
42
|
|
|
90
|
|
|
92
|
|
||||
TAME
|
29
|
|
|
31
|
|
|
111
|
|
|
98
|
|
||||
Other equity method investees
|
3
|
|
|
2
|
|
|
7
|
|
|
7
|
|
||||
Total
|
$
|
112
|
|
|
$
|
103
|
|
|
$
|
401
|
|
|
$
|
254
|
|
(In millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Centennial
|
$
|
2
|
|
|
$
|
1
|
|
TAME
|
2
|
|
|
1
|
|
||
Total
|
$
|
4
|
|
|
$
|
2
|
|
(In millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Explorer
|
$
|
5
|
|
|
$
|
—
|
|
LOCAP
|
2
|
|
|
2
|
|
||
LOOP
|
4
|
|
|
3
|
|
||
TAAE
|
1
|
|
|
2
|
|
||
TACE
|
2
|
|
|
4
|
|
||
TAME
|
2
|
|
|
5
|
|
||
Other equity method investees
|
1
|
|
|
—
|
|
||
Total
|
$
|
17
|
|
|
$
|
16
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Allocation of earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPC
|
$
|
672
|
|
|
$
|
168
|
|
|
$
|
1,726
|
|
|
$
|
1,486
|
|
Income allocated to participating securities
|
1
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||||
Income available to common stockholders - basic
|
$
|
671
|
|
|
$
|
168
|
|
|
$
|
1,723
|
|
|
$
|
1,484
|
|
Weighted average common shares outstanding
|
282
|
|
|
309
|
|
|
288
|
|
|
321
|
|
||||
Basic earnings per share
|
$
|
2.38
|
|
|
$
|
0.54
|
|
|
$
|
5.99
|
|
|
$
|
4.63
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Allocation of earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPC
|
$
|
672
|
|
|
$
|
168
|
|
|
$
|
1,726
|
|
|
$
|
1,486
|
|
Income allocated to participating securities
|
1
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||||
Income available to common stockholders - diluted
|
$
|
671
|
|
|
$
|
168
|
|
|
$
|
1,723
|
|
|
$
|
1,484
|
|
Weighted average common shares outstanding
|
282
|
|
|
309
|
|
|
288
|
|
|
321
|
|
||||
Effect of dilutive securities
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Weighted average common shares, including dilutive effect
|
284
|
|
|
311
|
|
|
290
|
|
|
323
|
|
||||
Diluted earnings per share
|
$
|
2.36
|
|
|
$
|
0.54
|
|
|
$
|
5.95
|
|
|
$
|
4.60
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Shares issued under stock-based compensation plans
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Number of shares repurchased
(a)
|
4
|
|
|
14
|
|
|
17
|
|
|
31
|
|
||||
Cash paid for shares repurchased
|
$
|
301
|
|
|
$
|
1,028
|
|
|
$
|
1,449
|
|
|
$
|
2,341
|
|
Effective average cost per delivered share
|
$
|
85.15
|
|
|
$
|
70.73
|
|
|
$
|
87.25
|
|
|
$
|
76.01
|
|
(a)
|
The
nine
months ended
September 30, 2013
includes
one million
shares received under the November 2012 accelerated share repurchase program, which were paid for in 2012.
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our refineries in the Gulf Coast and Midwest regions of the United States, purchases ethanol and refined products for resale and distributes refined products through various means, including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
|
•
|
Speedway – with the acquisition of Hess' retail operations effective September 30, 2014, sells transportation fuels and convenience products in retail markets in the Midwest, East Coast and Southeast.
|
•
|
Pipeline Transportation – transports crude oil and other feedstocks to our refineries and other locations, delivers refined products to wholesale and retail market areas and includes the aggregated operations of MPLX and MPC’s retained pipeline assets and investments.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Pipeline Transportation
|
|
Total
|
||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
21,568
|
|
|
$
|
3,854
|
|
|
$
|
16
|
|
|
$
|
25,438
|
|
Intersegment
(a)
|
2,400
|
|
|
2
|
|
|
136
|
|
|
2,538
|
|
||||
Segment revenues
|
$
|
23,968
|
|
|
$
|
3,856
|
|
|
$
|
152
|
|
|
$
|
27,976
|
|
Segment income from operations
(b)
|
$
|
971
|
|
|
$
|
119
|
|
|
$
|
69
|
|
|
$
|
1,159
|
|
Income from equity method investments
|
17
|
|
|
—
|
|
|
12
|
|
|
29
|
|
||||
Depreciation and amortization
(c)
|
257
|
|
|
33
|
|
|
20
|
|
|
310
|
|
||||
Capital expenditures and investments
(d)(f)
|
318
|
|
|
2,707
|
|
|
224
|
|
|
3,249
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Pipeline Transportation
|
|
Total
|
||||||||
Three Months Ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
22,481
|
|
|
$
|
3,755
|
|
|
$
|
20
|
|
|
$
|
26,256
|
|
Intersegment
(a)
|
2,439
|
|
|
1
|
|
|
117
|
|
|
2,557
|
|
||||
Segment revenues
|
$
|
24,920
|
|
|
$
|
3,756
|
|
|
$
|
137
|
|
|
$
|
28,813
|
|
Segment income from operations
(b)
|
$
|
227
|
|
|
$
|
102
|
|
|
$
|
54
|
|
|
$
|
383
|
|
Income from equity method investments
|
8
|
|
|
—
|
|
|
1
|
|
|
9
|
|
||||
Depreciation and amortization
(c)
|
246
|
|
|
29
|
|
|
19
|
|
|
294
|
|
||||
Capital expenditures and investments
(d)
|
243
|
|
|
65
|
|
|
42
|
|
|
350
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Pipeline Transportation
|
|
Total
|
||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
64,295
|
|
|
$
|
11,220
|
|
|
$
|
52
|
|
|
$
|
75,567
|
|
Intersegment
(a)
|
7,223
|
|
|
4
|
|
|
396
|
|
|
7,623
|
|
||||
Segment revenues
|
$
|
71,518
|
|
|
$
|
11,224
|
|
|
$
|
448
|
|
|
$
|
83,190
|
|
Segment income from operations
(b)
|
$
|
2,593
|
|
|
$
|
271
|
|
|
$
|
222
|
|
|
$
|
3,086
|
|
Income from equity method investments
|
76
|
|
|
—
|
|
|
45
|
|
|
121
|
|
||||
Depreciation and amortization
(c)
|
782
|
|
|
90
|
|
|
58
|
|
|
930
|
|
||||
Capital expenditures and investments
(d)(f)
|
731
|
|
|
2,783
|
|
|
418
|
|
|
3,932
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Pipeline Transportation
|
|
Total
|
||||||||
Nine Months Ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
64,245
|
|
|
$
|
10,964
|
|
|
$
|
60
|
|
|
$
|
75,269
|
|
Intersegment
(a)
|
7,072
|
|
|
3
|
|
|
340
|
|
|
7,415
|
|
||||
Segment revenues
|
$
|
71,317
|
|
|
$
|
10,967
|
|
|
$
|
400
|
|
|
$
|
82,684
|
|
Segment income from operations
(b)
|
$
|
2,235
|
|
|
$
|
292
|
|
|
$
|
163
|
|
|
$
|
2,690
|
|
Income from equity method investments
|
7
|
|
|
—
|
|
|
9
|
|
|
16
|
|
||||
Depreciation and amortization
(c)
|
734
|
|
|
83
|
|
|
55
|
|
|
872
|
|
||||
Capital expenditures and investments
(d)(e)
|
1,797
|
|
|
177
|
|
|
173
|
|
|
2,147
|
|
(a)
|
Management believes intersegment transactions were conducted under terms comparable to those with unaffiliated parties.
|
(b)
|
Corporate overhead expenses attributable to MPLX are included in the Pipeline Transportation segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
(c)
|
Differences between segment totals and MPC totals represent amounts related to unallocated items and are included in “Items not allocated to segments” in the reconciliation below.
|
(d)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(e)
|
The Refining & Marketing and Pipeline Transportation segments include
$1.29 billion
and
$70 million
, respectively, for the acquisition of the Galveston Bay Refinery and Related Assets. See Note
4
.
|
(f)
|
The Speedway and Refining & Marketing segments include
$2.63 billion
and
$54 million
, respectively, for the acquisition of Hess' Retail Operations and Related Assets. See Note
4
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Segment income from operations
|
$
|
1,159
|
|
|
$
|
383
|
|
|
$
|
3,086
|
|
|
$
|
2,690
|
|
Items not allocated to segments:
|
|
|
|
|
|
|
|
||||||||
Corporate and other unallocated items
(a)(b)
|
(76
|
)
|
|
(59
|
)
|
|
(204
|
)
|
|
(190
|
)
|
||||
Pension settlement expenses
(c)
|
(21
|
)
|
|
(23
|
)
|
|
(90
|
)
|
|
(83
|
)
|
||||
Net interest and other financial income (costs)
|
(50
|
)
|
|
(47
|
)
|
|
(144
|
)
|
|
(140
|
)
|
||||
Income before income taxes
|
$
|
1,012
|
|
|
$
|
254
|
|
|
$
|
2,648
|
|
|
$
|
2,277
|
|
(a)
|
Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets.
|
(b)
|
Corporate overhead expenses attributable to MPLX are included in the Pipeline Transportation segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
(c)
|
See Note
20
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Segment capital expenditures and investments
|
$
|
3,249
|
|
|
$
|
350
|
|
|
$
|
3,932
|
|
|
$
|
2,147
|
|
Less: Investments in equity method investees
|
177
|
|
|
75
|
|
|
341
|
|
|
86
|
|
||||
Plus: Items not allocated to segments:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures not allocated to segments
|
22
|
|
|
54
|
|
|
60
|
|
|
106
|
|
||||
Capitalized interest
|
7
|
|
|
7
|
|
|
20
|
|
|
15
|
|
||||
Total capital expenditures
(a)(b)
|
$
|
3,101
|
|
|
$
|
336
|
|
|
$
|
3,671
|
|
|
$
|
2,182
|
|
(a)
|
Capital expenditures include changes in capital accruals and acquisitions.
|
(b)
|
See Note
18
for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Customer revenues (as reported above)
|
$
|
25,438
|
|
|
$
|
26,256
|
|
|
$
|
75,567
|
|
|
$
|
75,269
|
|
Corporate and other unallocated items
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
25,438
|
|
|
$
|
26,256
|
|
|
$
|
75,567
|
|
|
$
|
75,263
|
|
(In millions)
|
September 30,
2014 |
|
December 31, 2013
|
||||
Refining & Marketing
|
$
|
20,207
|
|
|
$
|
19,573
|
|
Speedway
|
5,203
|
|
|
2,064
|
|
||
Pipeline Transportation
|
2,329
|
|
|
1,947
|
|
||
Corporate and Other
|
3,966
|
|
|
4,801
|
|
||
Total consolidated assets
|
$
|
31,705
|
|
|
$
|
28,385
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
7
|
|
Interest expense
|
(56
|
)
|
|
(50
|
)
|
|
(154
|
)
|
|
(147
|
)
|
||||
Interest capitalized
|
7
|
|
|
7
|
|
|
20
|
|
|
15
|
|
||||
Total net interest
|
(47
|
)
|
|
(41
|
)
|
|
(129
|
)
|
|
(125
|
)
|
||||
Other:
|
|
|
|
|
|
|
|
||||||||
Net foreign currency gains (losses)
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Bank service and other fees
|
(4
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|
(15
|
)
|
||||
Total other
|
(3
|
)
|
|
(6
|
)
|
|
(15
|
)
|
|
(15
|
)
|
||||
Net interest and other financial income (costs)
|
$
|
(50
|
)
|
|
$
|
(47
|
)
|
|
$
|
(144
|
)
|
|
$
|
(140
|
)
|
(In millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Crude oil and refinery feedstocks
|
$
|
2,405
|
|
|
$
|
1,797
|
|
Refined products
|
2,731
|
|
|
2,367
|
|
||
Materials and supplies
|
308
|
|
|
425
|
|
||
Merchandise
|
164
|
|
|
100
|
|
||
Total (at cost)
|
$
|
5,608
|
|
|
$
|
4,689
|
|
(In millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Refining & Marketing
|
$
|
17,646
|
|
|
$
|
16,982
|
|
Speedway
|
4,477
|
|
|
2,344
|
|
||
Pipeline Transportation
|
1,995
|
|
|
1,921
|
|
||
Corporate and Other
|
594
|
|
|
546
|
|
||
Total
|
24,712
|
|
|
21,793
|
|
||
Less accumulated depreciation
|
8,713
|
|
|
7,872
|
|
||
Property, plant and equipment, net
|
$
|
15,999
|
|
|
$
|
13,921
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Pipeline Transportation
|
|
Total
|
||||||||
Balance as of December 31, 2013
|
$
|
551
|
|
|
$
|
225
|
|
|
$
|
162
|
|
|
$
|
938
|
|
Acquisition
(a)
|
—
|
|
|
600
|
|
|
—
|
|
|
600
|
|
||||
Disposition
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance as of September 30, 2014
|
$
|
550
|
|
|
$
|
825
|
|
|
$
|
162
|
|
|
$
|
1,537
|
|
(a)
|
See Note
4
for information on the acquisitions.
|
|
September 30, 2014
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
32
|
|
|
$
|
60
|
|
Other assets
|
2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
2
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
34
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration, liability
(c)
|
—
|
|
|
—
|
|
|
475
|
|
|
N/A
|
|
|
475
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
475
|
|
|
$
|
(55
|
)
|
|
$
|
475
|
|
|
$
|
—
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
61
|
|
Other assets
|
2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
2
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
2
|
|
|
$
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(53
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration, liability
(c)
|
—
|
|
|
—
|
|
|
625
|
|
|
N/A
|
|
|
625
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
625
|
|
|
$
|
(53
|
)
|
|
$
|
625
|
|
|
$
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
September 30, 2014
and
December 31, 2013
, cash collateral of
$0 million
and
$32 million
, respectively, was netted with mark-to-market derivative liabilities.
|
(b)
|
We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.
|
(c)
|
Includes
$193 million
and
$159 million
classified as current at
September 30, 2014
and
December 31, 2013
, respectively.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Beginning balance
|
$
|
647
|
|
|
$
|
611
|
|
|
$
|
625
|
|
|
$
|
—
|
|
Contingent consideration agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
||||
Contingent consideration payment
|
(180
|
)
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
||||
Unrealized (gains) losses included in net income
|
8
|
|
|
(5
|
)
|
|
30
|
|
|
6
|
|
||||
Ending balance
|
$
|
475
|
|
|
$
|
606
|
|
|
$
|
475
|
|
|
$
|
606
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2014
|
|
2013
|
||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||
Property, plant and equipment, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
8
|
|
Other noncurrent assets
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
336
|
|
|
$
|
14
|
|
Other
|
31
|
|
|
29
|
|
|
31
|
|
|
30
|
|
||||
Total financial assets
|
$
|
54
|
|
|
$
|
31
|
|
|
$
|
367
|
|
|
$
|
44
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
$
|
6,224
|
|
|
$
|
5,886
|
|
|
$
|
3,306
|
|
|
$
|
3,001
|
|
Deferred credits and other liabilities
|
20
|
|
|
20
|
|
|
21
|
|
|
21
|
|
||||
Total financial liabilities
|
$
|
6,244
|
|
|
$
|
5,906
|
|
|
$
|
3,327
|
|
|
$
|
3,022
|
|
(a)
|
Excludes capital leases
|
|
September 30, 2014
|
|
|
||||||
(In millions)
|
Asset
|
|
Liability
|
|
Balance Sheet Location
|
||||
Commodity derivatives
|
$
|
87
|
|
|
$
|
55
|
|
|
Other current assets
|
|
|
|
|
|
|
||||
|
December 31, 2013
|
|
|
||||||
(In millions)
|
Asset
|
|
Liability
|
|
Balance Sheet Location
|
||||
Commodity derivatives
|
$
|
21
|
|
|
$
|
53
|
|
|
Other current assets
|
|
Position
|
|
Total Barrels (In thousands)
|
|
Crude oil
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
10,346
|
|
Exchange-traded
|
Short
|
|
(23,186
|
)
|
Refined Products
(b)
|
|
|
|
|
Exchange-traded
|
Long
|
|
1,695
|
|
Exchange-traded
|
Short
|
|
(3,281
|
)
|
(a)
|
96 percent
of these contracts expire in the fourth quarter of 2014.
|
(b)
|
100 percent
of these contracts expire in the fourth quarter of 2014.
|
|
Gain (Loss)
|
|
Gain (Loss)
|
||||||||||||
(In millions)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Income Statement Location
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Sales and other operating revenues
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
18
|
|
|
$
|
13
|
|
Cost of revenues
|
145
|
|
|
(170
|
)
|
|
(30
|
)
|
|
(179
|
)
|
||||
Total
|
$
|
155
|
|
|
$
|
(161
|
)
|
|
$
|
(12
|
)
|
|
$
|
(166
|
)
|
(In millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Revolving credit agreement due 2017
|
$
|
—
|
|
|
$
|
—
|
|
Term loan agreement due 2019
|
700
|
|
|
—
|
|
||
3.500% senior notes due March 1, 2016
|
750
|
|
|
750
|
|
||
5.125% senior notes due March 1, 2021
|
1,000
|
|
|
1,000
|
|
||
3.625% senior notes due September 15, 2024
|
750
|
|
|
—
|
|
||
6.500% senior notes due March 1, 2041
|
1,250
|
|
|
1,250
|
|
||
4.750% senior notes due September 15, 2044
|
800
|
|
|
—
|
|
||
5.000% senior notes due September 15, 2054
|
400
|
|
|
—
|
|
||
Consolidated subsidiaries:
|
|
|
|
||||
Capital lease obligations due 2014-2028
|
378
|
|
|
395
|
|
||
MPLX Operations LLC revolving credit agreement due 2017
|
255
|
|
|
—
|
|
||
Trade receivables securitization facility due 2016
|
—
|
|
|
—
|
|
||
Total
|
6,283
|
|
|
3,395
|
|
||
Unamortized discount
|
(26
|
)
|
|
(10
|
)
|
||
Fair value adjustments
(a)
|
7
|
|
|
11
|
|
||
Amounts due within one year
|
(26
|
)
|
|
(23
|
)
|
||
Total long-term debt due after one year
|
$
|
6,238
|
|
|
$
|
3,373
|
|
(a)
|
The
$20 million
gain on the termination of our interest rate swap agreements in 2012 is being amortized over the remaining life of the
3.50 percent
senior notes.
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2014
|
|
2013
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
162
|
|
|
$
|
166
|
|
Net income taxes paid to taxing authorities
|
969
|
|
|
1,027
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Capital lease obligations increase
|
$
|
—
|
|
|
$
|
61
|
|
Property, plant and equipment sold
|
4
|
|
|
43
|
|
||
Property, plant and equipment acquired
|
4
|
|
|
—
|
|
||
Acquisition:
|
|
|
|
||||
Contingent consideration
(a)
|
—
|
|
|
600
|
|
||
Payable to seller
(a)
|
—
|
|
|
6
|
|
(a)
|
Acquisition-date fair value of non-cash consideration associated with the Galveston Bay Refinery and Related Assets acquisition.
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2014
|
|
2013
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
952
|
|
|
$
|
733
|
|
Non-cash additions to property, plant and equipment
|
4
|
|
|
—
|
|
||
Acquisitions
(a)
|
2,714
|
|
|
1,386
|
|
||
Asset retirement expenditures
|
1
|
|
|
—
|
|
||
Increase in capital accruals
|
—
|
|
|
63
|
|
||
Total capital expenditures
|
$
|
3,671
|
|
|
$
|
2,182
|
|
(a)
|
The 2014 acquisition includes the acquisition of Hess' Retail Operations and Related Assets. The 2013 acquisition includes the acquisition of the Galveston Bay Refinery and Related Assets. The acquisition numbers above include property, plant and equipment and intangibles. See Note
4
.
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2012
|
$
|
(432
|
)
|
|
$
|
(36
|
)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(464
|
)
|
Other comprehensive income before reclassifications
|
172
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
177
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(34
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||
– actuarial loss
(a)
|
53
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
– settlement loss
(a)
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Tax effect
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Other comprehensive income
|
255
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
259
|
|
|||||
Balance as of September 30, 2013
|
$
|
(177
|
)
|
|
$
|
(34
|
)
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(205
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2013
|
$
|
(161
|
)
|
|
$
|
(50
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(204
|
)
|
Other comprehensive income (loss) before reclassifications
|
(88
|
)
|
|
8
|
|
|
—
|
|
|
(2
|
)
|
|
(82
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(35
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||
– actuarial loss
(a)
|
38
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||
– settlement loss
(a)
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Tax effect
|
(35
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||
Other comprehensive income (loss)
|
(30
|
)
|
|
8
|
|
|
—
|
|
|
(2
|
)
|
|
(24
|
)
|
|||||
Balance as of September 30, 2014
|
$
|
(191
|
)
|
|
$
|
(42
|
)
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
(228
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note
20
.
|
|
Three Months Ended September 30,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
24
|
|
|
$
|
24
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
18
|
|
|
19
|
|
|
7
|
|
|
6
|
|
||||
Expected return on plan assets
|
(27
|
)
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(12
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
– actuarial loss
|
12
|
|
|
14
|
|
|
1
|
|
|
1
|
|
||||
– settlement loss
|
21
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
36
|
|
|
$
|
40
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
67
|
|
|
$
|
70
|
|
|
$
|
20
|
|
|
$
|
19
|
|
Interest cost
|
56
|
|
|
55
|
|
|
24
|
|
|
19
|
|
||||
Expected return on plan assets
|
(81
|
)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(35
|
)
|
|
(34
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
– actuarial loss
|
38
|
|
|
53
|
|
|
2
|
|
|
2
|
|
||||
– settlement loss
|
90
|
|
|
83
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
135
|
|
|
$
|
146
|
|
|
$
|
43
|
|
|
$
|
37
|
|
|
Number of Shares
(a)
|
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2013
|
5,147,837
|
|
|
$
|
40.08
|
|
Granted
|
446,310
|
|
|
85.02
|
|
|
Exercised
|
(696,159
|
)
|
|
32.12
|
|
|
Forfeited, canceled or expired
|
(20,761
|
)
|
|
49.67
|
|
|
Outstanding at September 30, 2014
|
4,877,227
|
|
|
45.28
|
|
(a)
|
Includes an immaterial number of stock appreciation rights.
|
|
Shares of Restricted Stock ("RS")
|
|
Restricted Stock Units ("RSU")
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding at December 31, 2013
|
624,122
|
|
|
$
|
61.11
|
|
|
385,079
|
|
|
$
|
33.96
|
|
Granted
|
240,882
|
|
|
87.81
|
|
|
19,827
|
|
|
86.79
|
|
||
RS's Vested/RSU's Issued
|
(324,697
|
)
|
|
55.47
|
|
|
(398
|
)
|
|
60.11
|
|
||
Forfeited
|
(25,943
|
)
|
|
70.10
|
|
|
(133
|
)
|
|
76.10
|
|
||
Outstanding at September 30, 2014
|
514,364
|
|
|
76.73
|
|
|
404,375
|
|
|
36.51
|
|
|
Number of Units
|
|
Outstanding at December 31, 2013
|
3,822,500
|
|
Granted
|
2,033,700
|
|
Settled
|
—
|
|
Canceled
|
—
|
|
Outstanding at September 30, 2014
|
5,856,200
|
|
23.
|
Subsequent Event
|
•
|
Refining & Marketing—refines crude oil and other feedstocks at our
seven
refineries in the Gulf Coast and Midwest regions of the United States, purchases ethanol and refined products for resale and distributes refined products through various means, including barges, terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, our Speedway business segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
|
•
|
Speedway—with the acquisition of Hess' retail operations effective September 30, 2014, sells transportation fuels and convenience products in the retail market in the Midwest, East Coast and Southeast. See Note
4
to the unaudited consolidated financial statements for additional information.
|
•
|
Pipeline Transportation—transports crude oil and other feedstocks to our refineries and other locations, delivers refined products to wholesale and retail market areas and includes the aggregated operations of MPLX and MPC’s retained pipeline assets and investments.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income from Operations by segment
|
|
|
|
|
|
|
|
|||||||||
Refining & Marketing
|
$
|
971
|
|
|
$
|
227
|
|
|
$
|
2,593
|
|
|
$
|
2,235
|
|
|
Speedway
|
119
|
|
|
102
|
|
|
271
|
|
|
292
|
|
|||||
Pipeline Transportation
|
69
|
|
|
54
|
|
|
222
|
|
|
163
|
|
|||||
Net income attributable to MPC
|
$
|
672
|
|
|
$
|
168
|
|
|
$
|
1,726
|
|
|
$
|
1,486
|
|
|
Net income attributable to MPC per diluted share
|
$
|
2.36
|
|
|
$
|
0.54
|
|
|
$
|
5.95
|
|
|
$
|
4.60
|
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Cash distributions received from MPLX:
|
|
|
|
|||||
General partner distributions, including incentive distribution rights
|
$
|
3
|
|
|
$
|
1
|
|
|
Limited partner distributions
|
53
|
|
|
40
|
|
|||
Total
|
$
|
56
|
|
|
$
|
41
|
|
(In millions, after-tax)
|
|
|
||
LLS 6-3-2-1 crack spread sensitivity
(a)
(per $1.00/barrel change)
|
$
|
450
|
|
|
Sweet/sour differential sensitivity
(b)
(per $1.00/barrel change)
|
200
|
|
||
LLS-WTI differential sensitivity
(c)
(per $1.00/barrel change)
|
85
|
|
||
Natural gas price sensitivity
(per $1.00/million British thermal unit change)
|
125
|
|
(a)
|
Weighted 38 percent Chicago and 62 percent USGC LLS 6-3-2-1 crack spreads and assumes all other differentials and pricing relationships remain unchanged.
|
(b)
|
LLS (prompt) - [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].
|
(c)
|
Assumes 20 percent of crude oil throughput volumes are WTI-based domestic crude oil.
|
•
|
the types of crude oil and other charge and blendstocks processed;
|
•
|
our refinery yields;
|
•
|
the selling prices realized for refined products;
|
•
|
the impact of commodity derivative instruments used to hedge price risk; and
|
•
|
the cost of products purchased for resale.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
Variance
|
|
2014
|
|
2013
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
25,438
|
|
|
$
|
26,256
|
|
|
$
|
(818
|
)
|
|
$
|
75,567
|
|
|
$
|
75,263
|
|
|
$
|
304
|
|
|
Income from equity method investments
|
29
|
|
|
9
|
|
|
20
|
|
|
121
|
|
|
16
|
|
|
105
|
|
|||||||
Net gain on disposal of assets
|
2
|
|
|
1
|
|
|
1
|
|
|
14
|
|
|
3
|
|
|
11
|
|
|||||||
Other income
|
12
|
|
|
8
|
|
|
4
|
|
|
57
|
|
|
40
|
|
|
17
|
|
|||||||
Total revenues and other income
|
25,481
|
|
|
26,274
|
|
|
(793
|
)
|
|
75,759
|
|
|
75,322
|
|
|
437
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of revenues (excludes items below)
|
21,935
|
|
|
23,553
|
|
|
(1,618
|
)
|
|
65,571
|
|
|
65,907
|
|
|
(336
|
)
|
|||||||
Purchases from related parties
|
112
|
|
|
103
|
|
|
9
|
|
|
401
|
|
|
254
|
|
|
147
|
|
|||||||
Consumer excise taxes
|
1,622
|
|
|
1,631
|
|
|
(9
|
)
|
|
4,736
|
|
|
4,685
|
|
|
51
|
|
|||||||
Depreciation and amortization
|
322
|
|
|
299
|
|
|
23
|
|
|
967
|
|
|
888
|
|
|
79
|
|
|||||||
Selling, general and administrative expenses
|
342
|
|
|
305
|
|
|
37
|
|
|
1,004
|
|
|
912
|
|
|
92
|
|
|||||||
Other taxes
|
86
|
|
|
82
|
|
|
4
|
|
|
288
|
|
|
259
|
|
|
29
|
|
|||||||
Total costs and expenses
|
24,419
|
|
|
25,973
|
|
|
(1,554
|
)
|
|
72,967
|
|
|
72,905
|
|
|
62
|
|
|||||||
Income from operations
|
1,062
|
|
|
301
|
|
|
761
|
|
|
2,792
|
|
|
2,417
|
|
|
375
|
|
|||||||
Net interest and other financial income (costs)
|
(50
|
)
|
|
(47
|
)
|
|
(3
|
)
|
|
(144
|
)
|
|
(140
|
)
|
|
(4
|
)
|
|||||||
Income before income taxes
|
1,012
|
|
|
254
|
|
|
758
|
|
|
2,648
|
|
|
2,277
|
|
|
371
|
|
|||||||
Provision for income taxes
|
333
|
|
|
81
|
|
|
252
|
|
|
898
|
|
|
775
|
|
|
123
|
|
|||||||
Net income
|
679
|
|
|
173
|
|
|
506
|
|
|
1,750
|
|
|
1,502
|
|
|
248
|
|
|||||||
Less net income attributable to noncontrolling interests
|
7
|
|
|
5
|
|
|
2
|
|
|
24
|
|
|
16
|
|
|
8
|
|
|||||||
Net income attributable to MPC
|
$
|
672
|
|
|
$
|
168
|
|
|
$
|
504
|
|
|
$
|
1,726
|
|
|
$
|
1,486
|
|
|
$
|
240
|
|
•
|
decreases in refined product cost of sales of $1.68 billion for the
third
quarter and $1.29 billion for the first
nine
months, primarily due to a decrease in raw material costs, partially offset in the first
nine
months by an increase in refined product sales volumes; and
|
•
|
increases
in refinery direct operating costs, including costs associated with significant planned turnaround activity, of
$152 million
, or
$0.87
per barrel of total refinery throughput, for the
third
quarter and
$923 million
, or
$1.95
per barrel of total refinery throughput, for the first
nine
months.
|
•
|
acquisitions of ownership interests in TAAE in August 2013 and Explorer in March 2014, resulting in purchases from these companies totaling
$29 million
and
$93 million
in the
third
quarter and first
nine
months of
2014
, respectively, being reported as purchases from related parties while purchases from these companies prior to these acquisitions were reported as cost of revenues;
|
•
|
an increase in purchases from LOOP of
$45 million
in the first
nine
months of
2014
; and
|
•
|
an increase in purchases from TAME of
$13 million
in the first
nine
months;
|
•
|
partially offset by a decrease in purchases from TACE of
$9 million
in the
third
quarter.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Refining & Marketing
|
$
|
23,968
|
|
|
$
|
24,920
|
|
|
$
|
71,518
|
|
|
$
|
71,317
|
|
|
Speedway
|
3,856
|
|
|
3,756
|
|
|
11,224
|
|
|
10,967
|
|
|||||
Pipeline Transportation
|
152
|
|
|
137
|
|
|
448
|
|
|
400
|
|
|||||
Segment revenues
|
$
|
27,976
|
|
|
$
|
28,813
|
|
|
$
|
83,190
|
|
|
$
|
82,684
|
|
|
Items included in both revenues and costs:
|
|
|
|
|
|
|
|
|||||||||
Consumer excise taxes
|
$
|
1,622
|
|
|
$
|
1,631
|
|
|
$
|
4,736
|
|
|
$
|
4,685
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Refining & Marketing segment:
|
|
|
|
|
|
|
|
||||||||
Refined product sales volumes (thousands of barrels per day)
(a)
|
2,140
|
|
|
2,148
|
|
|
2,079
|
|
|
2,052
|
|
||||
Refined product sales destined for export (thousands of barrels per day)
|
299
|
|
|
246
|
|
|
273
|
|
|
192
|
|
||||
Average refined product sales prices (dollars per gallon)
|
$
|
2.80
|
|
|
$
|
2.89
|
|
|
$
|
2.89
|
|
|
$
|
2.92
|
|
(a)
|
Includes intersegment sales and sales destined for export.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(Dollars per gallon)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Chicago spot unleaded regular gasoline
|
$
|
2.68
|
|
|
$
|
2.84
|
|
|
$
|
2.75
|
|
|
$
|
2.86
|
|
|
Chicago spot ultra-low sulfur diesel
|
2.82
|
|
|
3.02
|
|
|
2.92
|
|
|
3.04
|
|
|||||
USGC spot unleaded regular gasoline
|
2.65
|
|
|
2.78
|
|
|
2.70
|
|
|
2.76
|
|
|||||
USGC spot ultra-low sulfur diesel
|
2.79
|
|
|
3.01
|
|
|
2.88
|
|
|
2.98
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Refining & Marketing intersegment sales to Speedway:
|
|
|
|
|
|
|
|
||||||||
Intersegment sales (in millions)
|
$
|
2,400
|
|
|
$
|
2,439
|
|
|
$
|
7,223
|
|
|
$
|
7,072
|
|
Refined product sales volumes (millions of gallons)
|
789
|
|
|
774
|
|
|
2,285
|
|
|
2,207
|
|
||||
Average refined product sales prices (dollars per gallon)
|
$
|
3.03
|
|
|
$
|
3.14
|
|
|
$
|
3.15
|
|
|
$
|
3.19
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Convenience stores at period-end
(a)
|
2,744
|
|
|
1,471
|
|
|
|
|
|
||||||
Gasoline & distillate sales (millions of gallons)
|
842
|
|
|
803
|
|
|
2,421
|
|
|
2,329
|
|
||||
Average gasoline & distillate sales prices (dollars per gallon)
|
$
|
3.42
|
|
|
$
|
3.47
|
|
|
$
|
3.49
|
|
|
$
|
3.54
|
|
Merchandise sales (in millions)
|
$
|
870
|
|
|
$
|
843
|
|
|
$
|
2,422
|
|
|
$
|
2,360
|
|
Same store gasoline sales volume (period over period)
|
(0.8
|
%)
|
|
1.0
|
%
|
|
(1.0
|
%)
|
|
0.6
|
%
|
||||
Same store merchandise sales (period over period)
(b)
|
4.8
|
%
|
|
5.6
|
%
|
|
4.8
|
%
|
|
3.8
|
%
|
(a)
|
Includes
1,245
stores acquired on September 30, 2014 through the acquisition of Hess' Retail Operations and Related Assets. Segment results for the period prior to the acquisition do not include results from these operations.
|
(b)
|
Excludes cigarettes.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Pipeline Throughputs (thousands of barrels per day):
(a)
|
|
|
|
|
|
|
|
||||
Crude oil pipelines
|
1,265
|
|
|
1,317
|
|
|
1,230
|
|
|
1,308
|
|
Refined products pipelines
|
839
|
|
|
913
|
|
|
843
|
|
|
930
|
|
Total
|
2,104
|
|
|
2,230
|
|
|
2,073
|
|
|
2,238
|
|
(a)
|
On owned common-carrier pipelines, excluding equity method investments.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income from Operations by segment
|
|
|
|
|
|
|
|
|||||||||
Refining & Marketing
|
$
|
971
|
|
|
$
|
227
|
|
|
$
|
2,593
|
|
|
$
|
2,235
|
|
|
Speedway
|
119
|
|
|
102
|
|
|
271
|
|
|
292
|
|
|||||
Pipeline Transportation
(a)
|
69
|
|
|
54
|
|
|
222
|
|
|
163
|
|
|||||
Items not allocated to segments:
|
|
|
|
|
|
|
|
|||||||||
Corporate and other unallocated items
(a)
|
(76
|
)
|
|
(59
|
)
|
|
(204
|
)
|
|
(190
|
)
|
|||||
Pension settlement expenses
|
(21
|
)
|
|
(23
|
)
|
|
(90
|
)
|
|
(83
|
)
|
|||||
Income from operations
|
1,062
|
|
|
301
|
|
|
2,792
|
|
|
2,417
|
|
|||||
Net interest and other financial income (costs)
|
(50
|
)
|
|
(47
|
)
|
|
(144
|
)
|
|
(140
|
)
|
|||||
Income before income taxes
|
$
|
1,012
|
|
|
$
|
254
|
|
|
$
|
2,648
|
|
|
$
|
2,277
|
|
(a)
|
Corporate overhead expenses attributable to MPLX are included in the Pipeline Transportation segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(Dollars per barrel)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Chicago LLS 6-3-2-1
(a)(b)
|
$
|
9.43
|
|
|
$
|
7.34
|
|
|
$
|
10.05
|
|
|
$
|
8.75
|
|
|
USGC LLS 6-3-2-1
(a)
|
8.26
|
|
|
6.02
|
|
|
8.35
|
|
|
5.96
|
|
|||||
Blended 6-3-2-1
(a)(c)
|
8.70
|
|
|
6.52
|
|
|
9.00
|
|
|
7.02
|
|
|||||
LLS
|
101.05
|
|
|
109.97
|
|
|
103.61
|
|
|
109.46
|
|
|||||
WTI
|
97.25
|
|
|
105.81
|
|
|
99.62
|
|
|
98.20
|
|
|||||
LLS—WTI crude oil differential
(a)
|
3.80
|
|
|
4.16
|
|
|
3.99
|
|
|
11.26
|
|
|||||
Sweet/Sour crude oil differential
(a)(d)
|
6.59
|
|
|
6.55
|
|
|
7.05
|
|
|
8.23
|
|
(a)
|
All spreads and differentials are measured against prompt LLS.
|
(b)
|
Calculation utilizes USGC three percent residual fuel oil price as a proxy for Chicago three percent residual fuel oil price.
|
(c)
|
Blended Chicago/USGC crack spread is
38 percent
/
62 percent
based on our refining capacity by region.
|
(d)
|
LLS (prompt) - [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].
|
•
|
The Chicago LLS 6-3-2-1 crack spread
increased $2.09 per barrel in the third quarter and $1.30 per barrel in the first nine months
, which had
positive impacts on segment income of $138 million and $226 million, respectively
.
|
•
|
The USGC LLS 6-3-2-1 crack spread
increased $2.24 per barrel in the third quarter and $2.39 per barrel in the first nine months
, which had
positive impacts on segment income of $241 million and $705 million, respectively
.
|
•
|
The LLS-WTI crude oil differential
narrowed $0.36 per barrel in the third quarter and $7.27 per barrel in the first nine months
, which had
negative impacts on segment income of $40 million and $759 million, respectively
.
|
•
|
The sweet/sour crude oil differential
widened $0.04 per barrel in the third quarter and narrowed $1.18 per barrel in the first nine months
, which had
a positive impact on segment income of $8 million for the third quarter and a negative impact on segment income of $298 million for the first nine months
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Refinery Throughputs (thousands of barrels per day):
|
|
|
|
|
|
|
|
||||
Crude oil refined
|
1,720
|
|
|
1,682
|
|
|
1,616
|
|
|
1,603
|
|
Other charge and blendstocks
|
160
|
|
|
195
|
|
|
172
|
|
|
202
|
|
Total
|
1,880
|
|
|
1,877
|
|
|
1,788
|
|
|
1,805
|
|
Sour crude oil throughput percent
|
52
|
|
|
53
|
|
|
52
|
|
|
53
|
|
WTI-priced crude oil throughput percent
|
16
|
|
|
21
|
|
|
18
|
|
|
22
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Refining & Marketing gross margin (dollars per barrel)
(a)
|
$
|
14.55
|
|
|
$
|
9.25
|
|
|
$
|
15.02
|
|
|
$
|
12.42
|
|
Refinery direct operating costs (dollars per barrel):
(b)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
1.52
|
|
|
$
|
0.96
|
|
|
$
|
1.82
|
|
|
$
|
0.94
|
|
Depreciation and amortization
|
1.35
|
|
|
1.27
|
|
|
1.43
|
|
|
1.32
|
|
||||
Other manufacturing
(c)
|
4.33
|
|
|
4.10
|
|
|
4.96
|
|
|
4.00
|
|
||||
Total
|
$
|
7.20
|
|
|
$
|
6.33
|
|
|
$
|
8.21
|
|
|
$
|
6.26
|
|
(a)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(b)
|
Per barrel of total refinery throughputs.
|
(c)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Gasoline & distillate gross margin (dollars per gallon)
(a)
|
$
|
0.1596
|
|
|
$
|
0.1404
|
|
|
$
|
0.1351
|
|
|
$
|
0.1483
|
|
Merchandise gross margin (in millions)
|
$
|
235
|
|
|
$
|
224
|
|
|
$
|
651
|
|
|
$
|
620
|
|
Merchandise gross margin percent
|
27.0
|
%
|
|
26.5
|
%
|
|
26.9
|
%
|
|
26.3
|
%
|
(a)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees, divided by gasoline and distillate sales volume.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Net cash provided by (used in):
|
|
|
|
|||||
Operating activities
|
$
|
2,722
|
|
|
$
|
2,050
|
|
|
Investing activities
(a)
|
(4,024
|
)
|
|
(2,251
|
)
|
|||
Financing activities
|
864
|
|
|
(2,641
|
)
|
|||
Total
|
$
|
(438
|
)
|
|
$
|
(2,842
|
)
|
(a)
|
The
nine
months ended
September 30, 2014
includes the acquisition of Hess' Retail Operations and Related Assets. The
nine
months ended
September 30, 2013
includes the acquisition of the Galveston Bay Refinery and Related Assets. See Note
4
to the unaudited consolidated financial statements.
|
•
|
Inventories
increased
$731 million
from year-end
2013
, primarily due to increases in crude oil and refined product inventory volumes.
|
•
|
Current receivables
decreased
$424 million
from year-end
2013
, primarily due to lower outstanding refined product and crude oil receivable volumes.
|
•
|
Accounts payable
increased
$415 million
from year-end
2013
, primarily due to higher crude oil payable volumes.
|
•
|
Inventories, excluding the impact of the acquisition of the Galveston Bay Refinery and Related Assets, increased $1.33 billion from year-end 2012, primarily due to increases in crude oil and refined product inventory volumes.
|
•
|
Current receivables increased $983 million from year-end 2012, primarily due to higher refined product receivable volumes attributable to an increase in refined product sales volumes, and an increase in income taxes receivable associated with federal income taxes.
|
•
|
Accounts payable increased $2.18 billion from year-end 2012, primarily due to higher crude oil payable volumes related to the requirements of the Galveston Bay refinery acquired in February 2013 and higher crude oil prices at the end of the third quarter of 2013 compared to year-end 2012.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
952
|
|
|
$
|
733
|
|
|
Non-cash additions to property, plant and equipment
|
4
|
|
|
—
|
|
|||
Acquisitions
(a)
|
2,714
|
|
|
1,386
|
|
|||
Asset retirement expenditures
|
1
|
|
|
—
|
|
|||
Increase in capital accruals
|
—
|
|
|
63
|
|
|||
Total capital expenditures
|
3,671
|
|
|
2,182
|
|
|||
Investments in equity method investees
|
341
|
|
|
86
|
|
|||
Total capital expenditures and investments
|
$
|
4,012
|
|
|
$
|
2,268
|
|
(a)
|
The 2014 acquisition includes the acquisition of Hess' Retail Operations and Related Assets. The 2013 acquisition includes the acquisition of the Galveston Bay Refinery and Related Assets. The acquisition numbers above include property, plant and equipment and intangibles.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Refining & Marketing
(a)(b)
|
$
|
731
|
|
|
$
|
1,797
|
|
|
Speedway
(b)
|
2,783
|
|
|
177
|
|
|||
Pipeline Transportation
(a)
|
418
|
|
|
173
|
|
|||
Corporate and Other
(c)
|
80
|
|
|
121
|
|
|||
Total
|
$
|
4,012
|
|
|
$
|
2,268
|
|
(a)
|
The
nine
months ended
September 30, 2013
includes the acquisition of the Galveston Bay Refinery and Related Assets. See Note
4
to the unaudited consolidated financial statements.
|
(b)
|
The
nine
months ended
September 30, 2014
includes the acquisition of Hess' Retail Operations and Related Assets. See Note
4
to the unaudited consolidated financial statements.
|
(c)
|
Includes capitalized interest of
$20 million
and
$15 million
for the
nine
months ended
September 30, 2014
and
2013
, respectively.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions, except per share data)
|
|
2014
|
|
2013
|
||||
Number of shares repurchased
(a)
|
17
|
|
|
31
|
|
|||
Cash paid for shares repurchased
|
$
|
1,449
|
|
|
$
|
2,341
|
|
|
Effective average cost per delivered share
|
$
|
87.25
|
|
|
$
|
76.01
|
|
(a)
|
The
nine
months ended
September 30, 2013
includes
one million
shares received under the November 2012 accelerated share repurchase program, which were paid for in 2012.
|
|
|
September 30, 2014
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Revolving credit agreement
(a)
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
|
Trade receivables securitization facility
|
1,300
|
|
|
—
|
|
|
1,300
|
|
||||
Total
|
$
|
3,800
|
|
|
$
|
—
|
|
|
$
|
3,800
|
|
|
Cash and cash equivalents
|
|
|
|
|
1,854
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
5,654
|
|
(a)
|
Excludes MPLX’s $500 million revolving credit agreement, which had
$245 million
available as of
September 30, 2014
.
|
Rating Agency
|
Rating
|
Moody’s
|
Baa2 (stable outlook)
|
Standard & Poor’s
|
BBB (stable outlook)
|
(In millions)
|
September 30,
2014 |
|
December 31,
2013 |
||||
Long-term debt due within one year
|
$
|
26
|
|
|
$
|
23
|
|
Long-term debt
|
6,238
|
|
|
3,373
|
|
||
Total debt
|
$
|
6,264
|
|
|
$
|
3,396
|
|
Calculation of debt-to-total-capital ratio:
|
|
|
|
||||
Total debt
|
$
|
6,264
|
|
|
$
|
3,396
|
|
Total equity
|
11,266
|
|
|
11,332
|
|
||
Total capital
|
$
|
17,530
|
|
|
$
|
14,728
|
|
Debt-to-total-capital ratio
|
36
|
%
|
|
23
|
%
|
•
|
our committed payments on long-term debt, including interest, increased
$4.90 billion
in connection with the acquisition of Hess' Retail Operations and Related Assets;
|
•
|
we assumed operating lease commitments totaling
$423 million
in connection with the acquisition of Hess' Retail Operations and Related Assets;
|
•
|
the MPLX Credit Agreement committed payments increased
$264 million
due to outstanding borrowings on the MPLX Credit Agreement, including interest and fees; and
|
•
|
we exercised our option to acquire a 35 percent ownership interest in Enbridge Inc.'s SAX pipeline, which increased our committed payments by
$208 million
.
|
|
|
Change in IFO from a
Hypothetical Price Increase of |
|
Change in IFO from a
Hypothetical Price Decrease of |
||||||||||||
(In millions)
|
|
10%
|
|
25%
|
|
10%
|
|
25%
|
||||||||
As of September 30, 2014
|
|
|
|
|
|
|
|
|||||||||
Crude
|
$
|
(128
|
)
|
|
$
|
(318
|
)
|
|
$
|
133
|
|
|
$
|
331
|
|
|
Refined products
|
(14
|
)
|
|
(35
|
)
|
|
14
|
|
|
35
|
|
(In millions)
|
|
Fair Value as of September 30, 2014
(b)
|
|
Change in
Fair Value |
|
Change in Net Income for the Nine Months Ended September 30, 2014
|
|
|||||
Long-term debt
(a)
|
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
5,269
|
|
|
$
|
574
|
|
(c)
|
n/a
|
|
|
|
Variable-rate
|
955
|
|
|
n/a
|
|
|
2
|
|
(d)
|
(a)
|
Excludes capital leases.
|
(b)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(c)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at
September 30, 2014
.
|
(d)
|
Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of debt outstanding for the
nine
months ended
September 30, 2014
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income from Operations by segment
|
|
|
|
|
|
|
|
||||||||
Refining & Marketing
|
$
|
971
|
|
|
$
|
227
|
|
|
$
|
2,593
|
|
|
$
|
2,235
|
|
Speedway
|
119
|
|
|
102
|
|
|
271
|
|
|
292
|
|
||||
Pipeline Transportation
(a)
|
69
|
|
|
54
|
|
|
222
|
|
|
163
|
|
||||
Items not allocated to segments:
|
|
|
|
|
|
|
|
||||||||
Corporate and other unallocated items
(a)
|
(76
|
)
|
|
(59
|
)
|
|
(204
|
)
|
|
(190
|
)
|
||||
Pension settlement expenses
|
(21
|
)
|
|
(23
|
)
|
|
(90
|
)
|
|
(83
|
)
|
||||
Income from operations
|
$
|
1,062
|
|
|
$
|
301
|
|
|
$
|
2,792
|
|
|
$
|
2,417
|
|
Capital Expenditures and Investments
(b)(c)
|
|
|
|
|
|
|
|
||||||||
Refining & Marketing
|
$
|
318
|
|
|
$
|
243
|
|
|
$
|
731
|
|
|
$
|
1,797
|
|
Speedway
|
2,707
|
|
|
65
|
|
|
2,783
|
|
|
177
|
|
||||
Pipeline Transportation
|
224
|
|
|
42
|
|
|
418
|
|
|
173
|
|
||||
Corporate and Other
(d)
|
29
|
|
|
61
|
|
|
80
|
|
|
121
|
|
||||
Total
|
$
|
3,278
|
|
|
$
|
411
|
|
|
$
|
4,012
|
|
|
$
|
2,268
|
|
(a)
|
Corporate overhead expenses attributable to MPLX are included in the Pipeline Transportation segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
(b)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(c)
|
The
three and nine
months ended
September 30, 2014
includes
$2.68 billion
for the acquisition of Hess' Retail Operations and Related Assets. The
nine
months ended
September 30, 2013
includes
$1.36 billion
for the acquisition of the Galveston Bay Refinery and Related Assets. See Note
4
to the unaudited consolidated financial statements.
|
(d)
|
Includes capitalized interest of
$7 million
for both the three months ended
September 30, 2014
and
2013
, and
$20 million
and
$15 million
for the
nine
months ended
September 30, 2014
and
2013
, respectively.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
MPC Consolidated Refined Product Sales Volumes (thousands of barrels per day)
(a)(b)
|
2,155
|
|
|
2,155
|
|
|
2,092
|
|
|
2,063
|
|
||||
Refining & Marketing Operating Statistics
(b)
|
|
|
|
|
|
|
|
||||||||
Refining & Marketing refined product sales volume (thousands of barrels per day)
(c)
|
2,140
|
|
|
2,148
|
|
|
2,079
|
|
|
2,052
|
|
||||
Refining & Marketing gross margin (dollars per barrel)
(d)
|
$
|
14.55
|
|
|
$
|
9.25
|
|
|
$
|
15.02
|
|
|
$
|
12.42
|
|
Crude oil capacity utilization percent
(e)
|
100
|
|
|
99
|
|
|
94
|
|
|
97
|
|
||||
Refinery throughputs (thousands of barrels per day):
(f)
|
|
|
|
|
|
|
|
||||||||
Crude oil refined
|
1,720
|
|
|
1,682
|
|
|
1,616
|
|
|
1,603
|
|
||||
Other charge and blendstocks
|
160
|
|
|
195
|
|
|
172
|
|
|
202
|
|
||||
Total
|
1,880
|
|
|
1,877
|
|
|
1,788
|
|
|
1,805
|
|
||||
Sour crude oil throughput percent
|
52
|
|
|
53
|
|
|
52
|
|
|
53
|
|
||||
WTI-priced crude oil throughput percent
|
16
|
|
|
21
|
|
|
18
|
|
|
22
|
|
||||
Refined product yields (thousands of barrels per day):
(f)
|
|
|
|
|
|
|
|
||||||||
Gasoline
|
864
|
|
|
938
|
|
|
851
|
|
|
917
|
|
||||
Distillates
|
598
|
|
|
578
|
|
|
574
|
|
|
570
|
|
||||
Propane
|
36
|
|
|
39
|
|
|
36
|
|
|
37
|
|
||||
Feedstocks and special products
|
330
|
|
|
259
|
|
|
280
|
|
|
227
|
|
||||
Heavy fuel oil
|
24
|
|
|
31
|
|
|
27
|
|
|
31
|
|
||||
Asphalt
|
63
|
|
|
70
|
|
|
52
|
|
|
57
|
|
||||
Total
|
1,915
|
|
|
1,915
|
|
|
1,820
|
|
|
1,839
|
|
||||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
1.52
|
|
|
$
|
0.96
|
|
|
$
|
1.82
|
|
|
$
|
0.94
|
|
Depreciation and amortization
|
1.35
|
|
|
1.27
|
|
|
1.43
|
|
|
1.32
|
|
||||
Other manufacturing
(h)
|
4.33
|
|
|
4.10
|
|
|
4.96
|
|
|
4.00
|
|
||||
Total
|
$
|
7.20
|
|
|
$
|
6.33
|
|
|
$
|
8.21
|
|
|
$
|
6.26
|
|
Refining & Marketing Operating Statistics By Region - Gulf Coast
(b)
|
|
|
|
|
|
|
|
||||||||
Refinery throughputs (thousands of barrels per day):
(i)
|
|
|
|
|
|
|
|
||||||||
Crude oil refined
|
1,075
|
|
|
1,035
|
|
|
989
|
|
|
971
|
|
||||
Other charge and blendstocks
|
155
|
|
|
175
|
|
|
174
|
|
|
181
|
|
||||
Total
|
1,230
|
|
|
1,210
|
|
|
1,163
|
|
|
1,152
|
|
||||
Sour crude oil throughput percent
|
66
|
|
|
64
|
|
|
64
|
|
|
65
|
|
||||
WTI-priced crude oil throughput percent
|
1
|
|
|
7
|
|
|
2
|
|
|
8
|
|
||||
Refined product yields (thousands of barrels per day):
(i)
|
|
|
|
|
|
|
|
||||||||
Gasoline
|
505
|
|
|
561
|
|
|
498
|
|
|
545
|
|
||||
Distillates
|
389
|
|
|
370
|
|
|
366
|
|
|
363
|
|
||||
Propane
|
25
|
|
|
24
|
|
|
24
|
|
|
23
|
|
||||
Feedstocks and special products
|
310
|
|
|
241
|
|
|
275
|
|
|
214
|
|
||||
Heavy fuel oil
|
8
|
|
|
21
|
|
|
13
|
|
|
20
|
|
||||
Asphalt
|
19
|
|
|
23
|
|
|
13
|
|
|
14
|
|
||||
Total
|
1,256
|
|
|
1,240
|
|
|
1,189
|
|
|
1,179
|
|
||||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
1.15
|
|
|
$
|
0.86
|
|
|
$
|
1.77
|
|
|
$
|
0.77
|
|
Depreciation and amortization
|
1.10
|
|
|
1.01
|
|
|
1.16
|
|
|
1.04
|
|
||||
Other manufacturing
(h)
|
4.11
|
|
|
4.08
|
|
|
4.86
|
|
|
3.82
|
|
||||
Total
|
$
|
6.36
|
|
|
$
|
5.95
|
|
|
$
|
7.79
|
|
|
$
|
5.63
|
|
|
|
|
|
|
|
|
|
Supplementary Statistics (Unaudited)
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Refining & Marketing Operating Statistics By Region - Midwest
|
|
|
|
|
|
|
|
||||||||
Refinery throughputs (thousands of barrels per day):
(i)
|
|
|
|
|
|
|
|
||||||||
Crude oil refined
|
645
|
|
|
647
|
|
|
627
|
|
|
632
|
|
||||
Other charge and blendstocks
|
38
|
|
|
56
|
|
|
43
|
|
|
55
|
|
||||
Total
|
683
|
|
|
703
|
|
|
670
|
|
|
687
|
|
||||
Sour crude oil throughput percent
|
30
|
|
|
35
|
|
|
33
|
|
|
35
|
|
||||
WTI-priced crude oil throughput percent
|
41
|
|
|
43
|
|
|
42
|
|
|
43
|
|
||||
Refined product yields (thousands of barrels per day):
(i)
|
|
|
|
|
|
|
|
||||||||
Gasoline
|
359
|
|
|
377
|
|
|
353
|
|
|
373
|
|
||||
Distillates
|
209
|
|
|
208
|
|
|
208
|
|
|
207
|
|
||||
Propane
|
13
|
|
|
15
|
|
|
13
|
|
|
14
|
|
||||
Feedstocks and special products
|
51
|
|
|
54
|
|
|
49
|
|
|
46
|
|
||||
Heavy fuel oil
|
16
|
|
|
10
|
|
|
14
|
|
|
11
|
|
||||
Asphalt
|
44
|
|
|
47
|
|
|
39
|
|
|
43
|
|
||||
Total
|
692
|
|
|
711
|
|
|
676
|
|
|
694
|
|
||||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
2.10
|
|
|
$
|
1.08
|
|
|
$
|
1.78
|
|
|
$
|
1.17
|
|
Depreciation and amortization
|
1.75
|
|
|
1.66
|
|
|
1.80
|
|
|
1.72
|
|
||||
Other manufacturing
(h)
|
4.51
|
|
|
3.91
|
|
|
4.82
|
|
|
4.10
|
|
||||
Total
|
$
|
8.36
|
|
|
$
|
6.65
|
|
|
$
|
8.40
|
|
|
$
|
6.99
|
|
Speedway Operating Statistics
|
|
|
|
|
|
|
|
||||||||
Convenience stores at period-end
(j)
|
2,744
|
|
|
1,471
|
|
|
|
|
|
||||||
Gasoline and distillate sales (millions of gallons)
|
842
|
|
|
803
|
|
|
2,421
|
|
|
2,329
|
|
||||
Gasoline and distillate gross margin (dollars per gallon)
(k)
|
$
|
0.1596
|
|
|
$
|
0.1404
|
|
|
$
|
0.1351
|
|
|
$
|
0.1483
|
|
Merchandise sales (in millions)
|
$
|
870
|
|
|
$
|
843
|
|
|
$
|
2,422
|
|
|
$
|
2,360
|
|
Merchandise gross margin (in millions)
|
$
|
235
|
|
|
$
|
224
|
|
|
$
|
651
|
|
|
$
|
620
|
|
Merchandise gross margin percent
|
27.0
|
%
|
|
26.5
|
%
|
|
26.9
|
%
|
|
26.3
|
%
|
||||
Same store gasoline sales volume (period over period)
|
(0.8
|
%)
|
|
1.0
|
%
|
|
(1.0
|
%)
|
|
0.6
|
%
|
||||
Same store merchandise sales (period over period)
(l)
|
4.8
|
%
|
|
5.6
|
%
|
|
4.8
|
%
|
|
3.8
|
%
|
||||
Pipeline Transportation Operating Statistics
|
|
|
|
|
|
|
|
||||||||
Pipeline throughputs (thousands of barrels per day):
(m)
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
1,265
|
|
|
1,317
|
|
|
1,230
|
|
|
1,308
|
|
||||
Refined products pipelines
|
839
|
|
|
913
|
|
|
843
|
|
|
930
|
|
||||
Total
|
2,104
|
|
|
2,230
|
|
|
2,073
|
|
|
2,238
|
|
(a)
|
Total average daily volumes of refined product sales to wholesale, branded and retail (Speedway segment) customers.
|
(b)
|
Includes the impact of the Galveston Bay Refinery and Related Assets beginning on the February 1, 2013 acquisition date.
|
(c)
|
Includes intersegment sales.
|
(d)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(e)
|
Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.
|
(f)
|
Excludes inter-refinery volumes of
33
mbpd and
36
mbpd for the three months ended
September 30, 2014
and
2013
, respectively, and
45
mbpd and
34
mbpd for the
nine
months ended
September 30, 2014
and
2013
, respectively.
|
(g)
|
Per barrel of total refinery throughputs.
|
(h)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
(i)
|
Includes inter-refinery transfer volumes.
|
(j)
|
Includes
1,245
stores acquired on September 30, 2014 through the acquisition of Hess' Retail Operations and Related Assets. Segment results for the period prior to the acquisition do not include results from these operations.
|
(k)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees, divided by gasoline and distillate sales volume.
|
(l)
|
Excludes cigarettes.
|
(m)
|
On owned common-carrier pipelines, excluding equity method investments.
|
Period
|
|
Total Number
of Shares Purchased (a) |
|
Average
Price Paid per Share (b) |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs (c) |
||||||
07/01/2014-07/31/2014
|
1,147,903
|
|
|
$
|
78.41
|
|
|
1,121,300
|
|
|
$
|
2,620,803,663
|
|
|
08/01/2014-08/31/2014
|
819,981
|
|
|
$
|
86.52
|
|
|
819,600
|
|
|
2,549,895,143
|
|
||
09/01/2014-09/30/2014
|
1,590,810
|
|
|
$
|
89.20
|
|
|
1,590,700
|
|
|
2,408,008,738
|
|
||
Total
|
3,558,694
|
|
|
$
|
85.10
|
|
|
3,531,600
|
|
|
|
(a)
|
The amounts in this column include
26,603
,
381
and
110
shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in
July
,
August
and
September
, respectively.
|
(b)
|
Amounts in this column reflect the weighted average price paid for shares purchased under our share repurchase authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The weighted average price includes commissions paid to brokers on shares purchased under our share repurchase authorizations.
|
(c)
|
On July 30, 2014, we announced that our board of directors approved an additional
$2.0 billion
share repurchase authorization expiring in July 31, 2016, resulting in
$8.0 billion
of total share repurchase authorizations since January 1, 2012. This authorization is in addition to the previous authorization, announced September 26, 2013, which had approximately
$408 million
remaining as of
September 30, 2014
.
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC File
No.
|
|
|||
2.1
|
|
Amendment No. 1, effective as of September 30, 2014, to the Purchase Agreement by and between Speedway LLC and Hess Corporation, dated as of May 21, 2014
|
|
8-K
|
|
2.2
|
|
10/6/2014
|
|
001-35054
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Marathon Petroleum Corporation
|
|
8-K
|
|
3.1
|
|
6/22/2011
|
|
001-35054
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Marathon Petroleum Corporation
|
|
10-Q
|
|
3.2
|
|
8/8/2012
|
|
001-35054
|
|
|
|
|
4.1
|
|
First Supplemental Indenture, dated as of September 5, 2014, by and between Marathon Petroleum Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
|
|
|
|
|
|
|
|
X
|
|
|
10.1
|
|
Term Loan Agreement, dated August 26, 2014, by and among Marathon Petroleum Corporation, as borrower, The Royal Bank of Scotland PLC, as administrative agent, each of RBS Securities Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd. Barclays Bank PLC, Citigroup Global Markets Inc., and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication agent, each of Barclays Bank PLC, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc., as documentation agents, and several other commercial lending institutions that are parties thereto
|
|
8-K
|
|
10.1
|
|
8/29/2014
|
|
001-35054
|
|
|
|
|
31.1
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
|
X
|
|
|
31.2
|
|
Certification of Senior Vice President and Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
|
|
X
|
|
|
32.1
|
|
Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
|
|
|
|
X
|
32.2
|
|
Certification of Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
November 3, 2014
|
MARATHON PETROLEUM CORPORATION
|
|
|
|
|
|
By:
|
/s/ John J. Quaid
|
|
|
John J. Quaid
Vice President and Controller
|
MARATHON PETROLEUM CORPORATION
|
|
|
|
By:
|
/s/ Timothy T. Griffith
|
|
Name: Timothy T. Griffith
|
|
Title: Vice President, Finance and Investor Relations, and Treasurer
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
|
|
|
|
By:
|
/s/ Lawrence M. Kusch
|
|
Name: Lawrence M. Kusch
|
|
Title: Vice President
|
No.
|
$[●]
CUSIP No. 56585AAG7
|
MARATHON PETROLEUM CORPORATION,
|
By: ___________________________________
|
|
Attest: _________________________________
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee |
By: ____________________________________
|
Authorized Signatory
|
Date of
increase or
decrease
|
Amount of
decrease in
principal amount
of this
Security
|
Amount of
increase in
principal amount
of this
Security
|
Principal amount
of this
Security following
such decrease
or increase
|
Signature of authorized
signatory of
Trustee or
Depositary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No.
|
$[●]
CUSIP No. 56585AAH5
|
MARATHON PETROLEUM CORPORATION,
|
By: ___________________________________
|
|
Attest: _________________________________
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee |
By:_____________________________________
|
Authorized Signatory
|
Date of
increase or
decrease
|
Amount of
decrease in
principal amount
of this
Security
|
Amount of
increase in
principal amount
of this
Security
|
Principal amount
of this
Security following
such decrease
or increase
|
Signature of authorized
signatory of
Trustee or
Depositary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No.
|
$
[●]
CUSIP No. 56585AAJ1
|
MARATHON PETROLEUM CORPORATION,
|
By: ___________________________________
|
|
Attest: ________________________________
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee |
By: ____________________________________
|
Authorized Signatory
|
Date of
increase or
decrease
|
Amount of
decrease in
principal amount
of this
Security
|
Amount of
increase in
principal amount
of this
Security
|
Principal amount
of this
Security following
such decrease
or increase
|
Signature of authorized
signatory of
Trustee or
Depositary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this report on Form
10-Q
of Marathon Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2014
|
|
/s/ Gary R. Heminger
|
|
|
|
Gary R. Heminger
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form
10-Q
of Marathon Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 3, 2014
|
|
/s/ Donald C. Templin
|
|
|
|
Donald C. Templin
|
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 3, 2014
|
|
|
|
/s/ Gary R. Heminger
|
|
Gary R. Heminger
|
|
President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
November 3, 2014
|
|
|
|
/s/ Donald C. Templin
|
|
Donald C. Templin
|
|
Senior Vice President and Chief Financial Officer
|
|