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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
|
|
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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|
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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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|
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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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barrel
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One stock tank barrel, or 42 United States gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons.
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EBITDA
|
Earnings Before Interest, Tax, Depreciation and Amortization, a non-GAAP financial measure
|
EPA
|
United States Environmental Protection Agency
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FASB
|
Financial Accounting Standards Board
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IDR
|
Incentive Distribution Rights
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LIBO Rate
|
London Interbank Offered Rate
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LIFO
|
Last in, first out, an inventory costing method
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LLS
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Louisiana Light Sweet crude oil, an oil index benchmark price
|
mbpd
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Thousand barrels per day
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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 of natural gas per day
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NGL
|
Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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OTC
|
Over-the-Counter
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ppm
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Parts per million
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RINs
|
Renewable Identification Numbers
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SEC
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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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ULSD
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Ultra-low sulfur diesel
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U.S. GAAP
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Accounting principles generally accepted in the United States
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USGC
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U.S. Gulf Coast
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VIE
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Variable interest entity
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WTI
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West Texas Intermediate crude oil, an oil index benchmark price
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Three Months Ended
March 31, |
||||||
(In millions, except per share data)
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2016
|
|
2015
|
||||
Revenues and other income:
|
|
|
|
||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
12,755
|
|
|
$
|
17,191
|
|
Income from equity method investments
|
22
|
|
|
15
|
|
||
Net gain on disposal of assets
|
25
|
|
|
5
|
|
||
Other income
|
28
|
|
|
29
|
|
||
Total revenues and other income
|
12,830
|
|
|
17,240
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of revenues (excludes items below)
|
9,701
|
|
|
13,044
|
|
||
Purchases from related parties
|
107
|
|
|
76
|
|
||
Inventory market valuation charge
|
15
|
|
|
—
|
|
||
Consumer excise taxes
|
1,826
|
|
|
1,832
|
|
||
Impairment expense
|
129
|
|
|
—
|
|
||
Depreciation and amortization
|
490
|
|
|
363
|
|
||
Selling, general and administrative expenses
|
378
|
|
|
358
|
|
||
Other taxes
|
109
|
|
|
97
|
|
||
Total costs and expenses
|
12,755
|
|
|
15,770
|
|
||
Income from operations
|
75
|
|
|
1,470
|
|
||
Net interest and other financial income (costs)
|
(142
|
)
|
|
(81
|
)
|
||
Income (loss) before income taxes
|
(67
|
)
|
|
1,389
|
|
||
Provision for income taxes
|
11
|
|
|
486
|
|
||
Net income (loss)
|
(78
|
)
|
|
903
|
|
||
Less net income (loss) attributable to noncontrolling interests
|
(79
|
)
|
|
12
|
|
||
Net income attributable to MPC
|
$
|
1
|
|
|
$
|
891
|
|
Per Share Data (See Note 7)
|
|
|
|
||||
Basic:
|
|
|
|
||||
Net income attributable to MPC per share
|
$
|
0.003
|
|
|
$
|
1.63
|
|
Weighted average shares outstanding
|
529
|
|
|
545
|
|
||
Diluted:
|
|
|
|
||||
Net income attributable to MPC per share
|
$
|
0.003
|
|
|
$
|
1.62
|
|
Weighted average shares outstanding
|
531
|
|
|
549
|
|
||
Dividends paid
|
$
|
0.32
|
|
|
$
|
0.25
|
|
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Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Net income (loss)
|
$
|
(78
|
)
|
|
$
|
903
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
||||
Actuarial changes, net of tax of $5 and $5
|
8
|
|
|
8
|
|
||
Prior service costs, net of tax of $-5 and $-5
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(8
|
)
|
|
(8
|
)
|
||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
||
Comprehensive income (loss)
|
(78
|
)
|
|
903
|
|
||
Less comprehensive income (loss) attributable to noncontrolling interests
|
(79
|
)
|
|
12
|
|
||
Comprehensive income attributable to MPC
|
$
|
1
|
|
|
$
|
891
|
|
(In millions, except share data)
|
March 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (MPLX: $4 and $43, respectively)
|
$
|
308
|
|
|
$
|
1,127
|
|
Receivables, less allowance for doubtful accounts of $11 and $1
2 (MPLX: $256 and $257, respectively)
|
2,602
|
|
|
2,927
|
|
||
Inventories (MPLX: $45 and $51, respectively)
|
4,983
|
|
|
5,225
|
|
||
Other current assets (MPLX: $28 and $50, respectively)
|
204
|
|
|
192
|
|
||
Total current assets
|
8,097
|
|
|
9,471
|
|
||
Equity method investments (MPLX: $2,598 and $2,458, respectively)
|
3,807
|
|
|
3,622
|
|
||
Property, plant and equipment, net (MPLX: $10,195 and $9,997, respectively)
|
25,319
|
|
|
25,164
|
|
||
Goodwill (MPLX: $2,200 and $2,570, respectively)
|
3,649
|
|
|
4,019
|
|
||
Other noncurrent assets (MPLX: $531 and $478, respectively)
|
886
|
|
|
839
|
|
||
Total assets
|
$
|
41,758
|
|
|
$
|
43,115
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (MPLX: $424 and $449, respectively)
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$
|
4,083
|
|
|
$
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4,743
|
|
Payroll and benefits payable (MPLX: $1 and $18, respectively)
|
302
|
|
|
503
|
|
||
Consumer excise taxes payable (MPLX: $1 and $1, respectively)
|
459
|
|
|
460
|
|
||
Accrued taxes (MPLX: $23 and $26, respectively)
|
145
|
|
|
184
|
|
||
Debt due within one year (MPLX: $1 and $1, respectively)
|
215
|
|
|
29
|
|
||
Other current liabilities (MPLX: $69 and $65, respectively)
|
391
|
|
|
426
|
|
||
Total current liabilities
|
5,595
|
|
|
6,345
|
|
||
Long-term debt (MPLX: $4,715 and $5,255, respectively)
|
11,351
|
|
|
11,896
|
|
||
Deferred income taxes (MPLX: $382 and $378, respectively)
|
3,356
|
|
|
3,285
|
|
||
Defined benefit postretirement plan obligations
|
1,216
|
|
|
1,179
|
|
||
Deferred credits and other liabilities (MPLX: $172 and $170, respectively)
|
746
|
|
|
735
|
|
||
Total liabilities
|
22,264
|
|
|
23,440
|
|
||
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 – 730 million and 729 million shares (par value 0.01 per share, 1 billion shares authorized
)
|
7
|
|
|
7
|
|
||
Held in treasury, at cost – 200 million and 198 million shar
es
|
(7,353
|
)
|
|
(7,275
|
)
|
||
Additional paid-in capital
|
10,982
|
|
|
11,071
|
|
||
Retained earnings
|
9,584
|
|
|
9,752
|
|
||
Accumulated other comprehensive loss
|
(318
|
)
|
|
(318
|
)
|
||
Total MPC stockholders’ equity
|
12,902
|
|
|
13,237
|
|
||
Noncontrolling interests
|
6,592
|
|
|
6,438
|
|
||
Total equity
|
19,494
|
|
|
19,675
|
|
||
Total liabilities and equity
|
$
|
41,758
|
|
|
$
|
43,115
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(78
|
)
|
|
$
|
903
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Impairment expense
|
129
|
|
|
—
|
|
||
Depreciation and amortization
|
490
|
|
|
363
|
|
||
Inventory market valuation charge
|
15
|
|
|
—
|
|
||
Pension and other postretirement benefits, net
|
30
|
|
|
26
|
|
||
Deferred income taxes
|
(2
|
)
|
|
(2
|
)
|
||
Net gain on disposal of assets
|
(25
|
)
|
|
(5
|
)
|
||
Equity method investments, net
|
28
|
|
|
2
|
|
||
Changes in the fair value of derivative instruments
|
(18
|
)
|
|
(12
|
)
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
325
|
|
|
691
|
|
||
Inventories
|
226
|
|
|
205
|
|
||
Current accounts payable and accrued liabilities
|
(810
|
)
|
|
(939
|
)
|
||
All other, net
|
17
|
|
|
(42
|
)
|
||
Net cash provided by operating activities
|
327
|
|
|
1,190
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(745
|
)
|
|
(389
|
)
|
||
Disposal of assets
|
77
|
|
|
11
|
|
||
Investments – acquisitions, loans and contributions
|
(66
|
)
|
|
(42
|
)
|
||
– redemptions, repayments and return of capital
|
—
|
|
|
1
|
|
||
All other, net
|
7
|
|
|
31
|
|
||
Net cash used in investing activities
|
(727
|
)
|
|
(388
|
)
|
||
Financing activities:
|
|
|
|
||||
Commercial paper – issued
|
264
|
|
|
—
|
|
||
– repayments
|
(76
|
)
|
|
—
|
|
||
Long-term debt – borrowings
|
586
|
|
|
528
|
|
||
– repayments
|
(1,145
|
)
|
|
(421
|
)
|
||
Debt issuance costs
|
(1
|
)
|
|
(4
|
)
|
||
Issuance of common stock
|
1
|
|
|
21
|
|
||
Common stock repurchased
|
(75
|
)
|
|
(209
|
)
|
||
Dividends paid
|
(169
|
)
|
|
(136
|
)
|
||
Issuance of MPLX LP common units
|
315
|
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(121
|
)
|
|
(9
|
)
|
||
All other, net
|
2
|
|
|
12
|
|
||
Net cash used in financing activities
|
(419
|
)
|
|
(218
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(819
|
)
|
|
584
|
|
||
Cash and cash equivalents at beginning of period
|
1,127
|
|
|
1,494
|
|
||
Cash and cash equivalents at end of period
|
$
|
308
|
|
|
$
|
2,078
|
|
|
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, 2014
|
$
|
7
|
|
|
$
|
(6,299
|
)
|
|
$
|
9,841
|
|
|
$
|
7,515
|
|
|
$
|
(313
|
)
|
|
$
|
639
|
|
|
$
|
11,390
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
891
|
|
|
—
|
|
|
12
|
|
|
903
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Shares repurchased
|
—
|
|
|
(209
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(209
|
)
|
|||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(4
|
)
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||||
Balance as of March 31, 2015
|
$
|
7
|
|
|
$
|
(6,512
|
)
|
|
$
|
9,887
|
|
|
$
|
8,269
|
|
|
$
|
(313
|
)
|
|
$
|
642
|
|
|
$
|
11,980
|
|
Balance as of December 31, 2015
|
$
|
7
|
|
|
$
|
(7,275
|
)
|
|
$
|
11,071
|
|
|
$
|
9,752
|
|
|
$
|
(318
|
)
|
|
$
|
6,438
|
|
|
$
|
19,675
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(79
|
)
|
|
(78
|
)
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|
(121
|
)
|
|||||||
Shares repurchased
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
17
|
|
|||||||
Issuance of MPLX LP common units, inclusive of deferred income tax of $8
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
355
|
|
|
323
|
|
|||||||
Deferred income tax effect from changes in noncontrolling interest - contribution of inland marine
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||||
Deferred income tax effect from changes in noncontrolling interest - MarkWest Merger
|
—
|
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Balance as of March 31, 2016
|
$
|
7
|
|
|
$
|
(7,353
|
)
|
|
$
|
10,982
|
|
|
$
|
9,584
|
|
|
$
|
(318
|
)
|
|
$
|
6,592
|
|
|
$
|
19,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Shares in millions)
|
Common
Stock |
|
Treasury
Stock |
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of December 31, 2014
|
726
|
|
|
(179
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares repurchased
|
—
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares issued – stock-based compensation
|
2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of March 31, 2015
|
728
|
|
|
(184
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of December 31, 2015
|
729
|
|
|
(198
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares repurchased
|
—
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares issued (returned) – stock-based compensation
|
1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of March 31, 2016
|
730
|
|
|
(200
|
)
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
As originally reported
|
|
Adjustments
|
|
As adjusted
|
||||||
Cash and cash equivalents
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Receivables
|
164
|
|
|
—
|
|
|
164
|
|
|||
Inventories
|
33
|
|
|
(1
|
)
|
|
32
|
|
|||
Other current assets
|
44
|
|
|
—
|
|
|
44
|
|
|||
Equity method investments
|
2,457
|
|
|
143
|
|
|
2,600
|
|
|||
Property, plant and equipment, net
|
8,474
|
|
|
43
|
|
|
8,517
|
|
|||
Other noncurrent assets
(a)
|
473
|
|
|
65
|
|
|
538
|
|
|||
Total assets acquired
|
11,657
|
|
|
250
|
|
|
11,907
|
|
|||
Accounts payable
|
322
|
|
|
6
|
|
|
328
|
|
|||
Payroll and benefits payable
|
13
|
|
|
—
|
|
|
13
|
|
|||
Accrued taxes
|
21
|
|
|
—
|
|
|
21
|
|
|||
Other current liabilities
|
44
|
|
|
—
|
|
|
44
|
|
|||
Long-term debt
|
4,567
|
|
|
—
|
|
|
4,567
|
|
|||
Deferred income taxes
|
374
|
|
|
3
|
|
|
377
|
|
|||
Deferred credit and other liabilities
|
151
|
|
|
—
|
|
|
151
|
|
|||
Noncontrolling interests
|
13
|
|
|
—
|
|
|
13
|
|
|||
Total liabilities and noncontrolling interest assumed
|
5,505
|
|
|
9
|
|
|
5,514
|
|
|||
Net assets acquired excluding goodwill
|
6,152
|
|
|
241
|
|
|
6,393
|
|
|||
Goodwill
|
2,454
|
|
|
(241
|
)
|
|
2,213
|
|
|||
Net assets acquired
|
$
|
8,606
|
|
|
$
|
—
|
|
|
$
|
8,606
|
|
(a)
|
The adjustment relates to the intangible asset acquired.
|
|
Three Months Ended
March 31, |
||
(In millions, except per share data)
|
2015
|
||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
17,652
|
|
Net income attributable to MPC
|
871
|
|
|
Net income attributable to MPC per share – basic
|
$
|
1.60
|
|
Net income attributable to MPC per share – diluted
|
1.59
|
|
•
|
Centennial Pipeline LLC (“Centennial”), in which we have a
50 percent
noncontrolling interest. Centennial owns a refined products pipeline and storage facility.
|
•
|
Crowley Ocean Partners, in which we have a
50 percent
noncontrolling interest. Crowley Ocean Partners operates and charters Jones Act product tankers.
|
•
|
Explorer Pipeline Company (“Explorer”), in which we have a
25 percent
interest. Explorer owns and operates a refined products pipeline.
|
•
|
Illinois Extension Pipeline Company, LLC (“Illinois Extension Pipeline”), in which we have a
35 percent
noncontrolling interest. Illinois Extension Pipeline owns and operates a crude oil pipeline.
|
•
|
LOCAP LLC (“LOCAP”), in which we have a
59 percent
noncontrolling interest. LOCAP owns and operates a crude oil pipeline.
|
•
|
LOOP LLC (“LOOP”), in which we have a
51 percent
noncontrolling interest. LOOP owns and operates the only U.S. deepwater oil port.
|
•
|
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. (“Jefferson Dry Gas”), in which we have a
67 percent
noncontrolling interest. Jefferson Dry Gas is engaged in dry natural gas gathering in the county of Jefferson, Ohio.
|
•
|
MarkWest Utica EMG, in which we have a
60 percent
noncontrolling interest. MarkWest Utica EMG owns and operates a NGL pipeline and natural gas gathering system.
|
•
|
Ohio Condensate Company, L.L.C. (“Ohio Condensate”), in which we have a
60 percent
noncontrolling interest. Ohio Condensate owns and operates wellhead condensate stabilization and gathering services for certain locations within Ohio.
|
•
|
Ohio Gathering, in which we have a
36 percent
indirect noncontrolling interest. Ohio Gathering owns, operates and develops midstream gathering infrastructure in southeastern Ohio.
|
•
|
The Andersons Albion Ethanol LLC (“TAAE”), in which we have a
45 percent
noncontrolling interest, The Andersons Clymers Ethanol LLC (“TACE”), in which we have a
60 percent
noncontrolling interest and The Andersons Marathon Ethanol LLC (“TAME”), in which we have a
67 percent
direct and indirect noncontrolling interest. These companies each own and operate an ethanol production facility.
|
•
|
Other equity method investees.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Centennial
|
$
|
2
|
|
|
$
|
—
|
|
Crowley Ocean Partners
|
6
|
|
|
—
|
|
||
Explorer
|
2
|
|
|
7
|
|
||
Illinois Extension Pipeline
|
27
|
|
|
—
|
|
||
LOCAP
|
6
|
|
|
5
|
|
||
LOOP
|
13
|
|
|
13
|
|
||
Ohio Condensate
|
3
|
|
|
—
|
|
||
TAAE
|
9
|
|
|
13
|
|
||
TACE
|
17
|
|
|
16
|
|
||
TAME
|
20
|
|
|
20
|
|
||
Other equity method investees
|
2
|
|
|
2
|
|
||
Total
|
$
|
107
|
|
|
$
|
76
|
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||
Centennial
|
$
|
1
|
|
|
$
|
1
|
|
Jefferson Dry Gas
|
—
|
|
|
2
|
|
||
MarkWest Utica EMG
|
1
|
|
|
1
|
|
||
Ohio Condensate
|
—
|
|
|
3
|
|
||
Ohio Gathering
|
3
|
|
|
5
|
|
||
Other equity method investees
|
2
|
|
|
1
|
|
||
Total
|
$
|
7
|
|
|
$
|
13
|
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||
Centennial
|
$
|
1
|
|
|
$
|
—
|
|
Explorer
|
1
|
|
|
1
|
|
||
Illinois Extension Pipeline
|
10
|
|
|
4
|
|
||
LOCAP
|
2
|
|
|
2
|
|
||
LOOP
|
4
|
|
|
5
|
|
||
MarkWest Utica EMG
|
21
|
|
|
19
|
|
||
Ohio Condensate
|
3
|
|
|
4
|
|
||
TAAE
|
1
|
|
|
1
|
|
||
TACE
|
1
|
|
|
2
|
|
||
TAME
|
2
|
|
|
3
|
|
||
Other equity method investees
|
1
|
|
|
1
|
|
||
Total
|
$
|
47
|
|
|
$
|
42
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2016
|
|
2015
|
||||
Basic earnings per share:
|
|
|
|
||||
Allocation of earnings:
|
|
|
|
||||
Net income attributable to MPC
|
$
|
1
|
|
|
$
|
891
|
|
Income allocated to participating securities
|
—
|
|
|
1
|
|
||
Income available to common stockholders – basic
|
$
|
1
|
|
|
$
|
890
|
|
Weighted average common shares outstanding
|
529
|
|
|
545
|
|
||
Basic earnings per share
|
$
|
0.003
|
|
|
$
|
1.63
|
|
Diluted earnings per share:
|
|
|
|
||||
Allocation of earnings:
|
|
|
|
||||
Net income attributable to MPC
|
$
|
1
|
|
|
$
|
891
|
|
Income allocated to participating securities
|
—
|
|
|
1
|
|
||
Income available to common stockholders – diluted
|
$
|
1
|
|
|
$
|
890
|
|
Weighted average common shares outstanding
|
529
|
|
|
545
|
|
||
Effect of dilutive securities
|
2
|
|
|
4
|
|
||
Weighted average common shares, including dilutive effect
|
531
|
|
|
549
|
|
||
Diluted earnings per share
|
$
|
0.003
|
|
|
$
|
1.62
|
|
|
Three Months Ended
March 31, |
||||
(In millions)
|
2016
|
|
2015
|
||
Shares issued under stock-based compensation plans
|
3
|
|
|
1
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2016
|
|
2015
|
||||
Number of shares repurchased
|
2
|
|
|
4
|
|
||
Cash paid for shares repurchased
|
$
|
75
|
|
|
$
|
209
|
|
Effective average cost per delivered share
|
$
|
43.96
|
|
|
$
|
47.51
|
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our refineries in the Gulf Coast and Midwest regions of the United States, purchases ethanol and refined products for resale and distributes refined products through various means, including terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
|
•
|
Speedway – sells transportation fuels and convenience merchandise in retail markets in the Midwest, East Coast and Southeast regions of the United States.
|
•
|
Midstream – includes the operations of MPLX and certain other related operations. The Midstream segment gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs and transports and stores crude oil and refined products.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
8,406
|
|
|
$
|
3,950
|
|
|
$
|
399
|
|
|
$
|
12,755
|
|
Intersegment
(a)
|
2,165
|
|
|
1
|
|
|
193
|
|
|
2,359
|
|
||||
Segment revenues
|
$
|
10,571
|
|
|
$
|
3,951
|
|
|
$
|
592
|
|
|
$
|
15,114
|
|
Segment income (loss) from operations
(b)
|
$
|
(62
|
)
|
|
$
|
167
|
|
|
$
|
167
|
|
|
$
|
272
|
|
Income (loss) from equity method investments
|
(1
|
)
|
|
—
|
|
|
23
|
|
|
22
|
|
||||
Depreciation and amortization
(c)
|
273
|
|
|
63
|
|
|
140
|
|
|
476
|
|
||||
Capital expenditures and investments
(d)
|
243
|
|
|
50
|
|
|
350
|
|
|
643
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Customer
|
$
|
12,644
|
|
|
$
|
4,531
|
|
|
$
|
16
|
|
|
$
|
17,191
|
|
Intersegment
(a)
|
2,734
|
|
|
—
|
|
|
187
|
|
|
2,921
|
|
||||
Segment revenues
|
$
|
15,378
|
|
|
$
|
4,531
|
|
|
$
|
203
|
|
|
$
|
20,112
|
|
Segment income from operations
(b)
|
$
|
1,292
|
|
|
$
|
168
|
|
|
$
|
90
|
|
|
$
|
1,550
|
|
Income from equity method investments
|
6
|
|
|
—
|
|
|
9
|
|
|
15
|
|
||||
Depreciation and amortization
(c)
|
261
|
|
|
63
|
|
|
26
|
|
|
350
|
|
||||
Capital expenditures and investments
(d)
|
223
|
|
|
45
|
|
|
87
|
|
|
355
|
|
(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 Midstream 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 (including any goodwill) and investments in affiliates.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Segment income from operations
|
$
|
272
|
|
|
$
|
1,550
|
|
Items not allocated to segments:
|
|
|
|
||||
Corporate and other unallocated items
(a)(b)
|
(67
|
)
|
|
(79
|
)
|
||
Pension settlement expenses
(c)
|
(1
|
)
|
|
(1
|
)
|
||
Impairments
(d)
|
(129
|
)
|
|
—
|
|
||
Net interest and other financial income (costs)
|
(142
|
)
|
|
(81
|
)
|
||
Income before income taxes
|
$
|
(67
|
)
|
|
$
|
1,389
|
|
(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 Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
(c)
|
See Note
20
.
|
(d)
|
See Note
14
.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Segment capital expenditures and investments
|
$
|
643
|
|
|
$
|
355
|
|
Less: Investments in equity method investees
(a)
|
209
|
|
|
42
|
|
||
Plus: Items not allocated to segments:
|
|
|
|
||||
Capital expenditures not allocated to segments
|
24
|
|
|
21
|
|
||
Capitalized interest
|
17
|
|
|
8
|
|
||
Total capital expenditures
(b)
|
$
|
475
|
|
|
$
|
342
|
|
(a)
|
The three months ended
March 31, 2016
includes an adjustment of
$143 million
to the fair value of equity investments acquired in connection with the MarkWest Merger. See Note
4
.
|
(b)
|
Capital expenditures include changes in capital accruals. 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
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Interest income
|
$
|
1
|
|
|
$
|
1
|
|
Interest expense
(a)
|
(153
|
)
|
|
(80
|
)
|
||
Interest capitalized
|
16
|
|
|
8
|
|
||
Other financial costs
|
(6
|
)
|
|
(10
|
)
|
||
Net interest and other financial income (costs)
|
$
|
(142
|
)
|
|
$
|
(81
|
)
|
(a)
|
The three months ended
March 31, 2016
includes
$11 million
for the amortization of the discount related to the difference between the fair value and the principal amount of the assumed MarkWest debt.
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||
Crude oil and refinery feedstocks
|
$
|
2,044
|
|
|
$
|
2,180
|
|
Refined products
|
2,761
|
|
|
2,804
|
|
||
Materials and supplies
|
399
|
|
|
438
|
|
||
Merchandise
|
164
|
|
|
173
|
|
||
Lower of cost or market reserve
|
(385
|
)
|
|
(370
|
)
|
||
Total
|
$
|
4,983
|
|
|
$
|
5,225
|
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||
Refining & Marketing
|
$
|
18,631
|
|
|
$
|
18,396
|
|
Speedway
|
5,108
|
|
|
5,067
|
|
||
Midstream
|
11,707
|
|
|
11,379
|
|
||
Corporate and Other
|
769
|
|
|
762
|
|
||
Total
|
36,215
|
|
|
35,604
|
|
||
Less accumulated depreciation
|
10,896
|
|
|
10,440
|
|
||
Property, plant and equipment, net
|
$
|
25,319
|
|
|
$
|
25,164
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
539
|
|
|
$
|
853
|
|
|
$
|
2,627
|
|
|
$
|
4,019
|
|
Purchase price allocation adjustments
(a)
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
(241
|
)
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
(129
|
)
|
||||
Balance at March 31, 2016
|
$
|
539
|
|
|
$
|
853
|
|
|
$
|
2,257
|
|
|
$
|
3,649
|
|
(a)
|
See Note
4
for further discussion on purchase price allocation adjustments.
|
|
March 31, 2016
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
67
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(67
|
)
|
|
$
|
2
|
|
|
$
|
72
|
|
Other assets
|
2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
2
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
69
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(67
|
)
|
|
$
|
4
|
|
|
$
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(107
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||||
Contingent consideration, liability
(d)
|
—
|
|
|
—
|
|
|
324
|
|
|
N/A
|
|
|
324
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
359
|
|
|
$
|
(107
|
)
|
|
$
|
359
|
|
|
$
|
—
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
104
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
(62
|
)
|
|
$
|
51
|
|
|
$
|
—
|
|
Other assets
|
2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
2
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
106
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
(62
|
)
|
|
$
|
53
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||||
Contingent consideration, liability
(d)
|
—
|
|
|
—
|
|
|
317
|
|
|
N/A
|
|
|
317
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
(39
|
)
|
|
$
|
349
|
|
|
$
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
March 31, 2016
, cash collateral of
$40 million
was netted with the mark-to-market derivative liabilities. As of
December 31, 2015
,
$23 million
was netted with mark-to-market derivative assets.
|
(b)
|
We have no derivative contracts that are subject to master netting arrangements that are reflected gross on the balance sheet.
|
(c)
|
Includes
$6 million
and
$5 million
classified as current at
March 31, 2016
and
December 31, 2015
, respectively.
|
(d)
|
Includes
$200 million
and
$196 million
classified as current at
March 31, 2016
and
December 31, 2015
, respectively.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
342
|
|
|
$
|
478
|
|
Unrealized and realized losses included in net income
|
12
|
|
|
12
|
|
||
Settlements of derivative instruments
|
4
|
|
|
—
|
|
||
Ending balance
|
$
|
358
|
|
|
$
|
490
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
(In millions)
|
Fair Value
|
|
Impairment
|
|
Fair Value
|
|
Impairment
|
||||||||
Goodwill
|
$
|
—
|
|
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
30
|
|
|
$
|
2
|
|
|
$
|
33
|
|
|
$
|
2
|
|
Other
|
35
|
|
|
35
|
|
|
35
|
|
|
33
|
|
||||
Total financial assets
|
$
|
65
|
|
|
$
|
37
|
|
|
$
|
68
|
|
|
$
|
35
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
$
|
11,086
|
|
|
$
|
11,276
|
|
|
$
|
11,366
|
|
|
$
|
11,628
|
|
Deferred credits and other liabilities
|
140
|
|
|
138
|
|
|
136
|
|
|
135
|
|
||||
Total financial liabilities
|
$
|
11,226
|
|
|
$
|
11,414
|
|
|
$
|
11,502
|
|
|
$
|
11,763
|
|
(a)
|
Excludes capital leases and debt issuance costs, however, includes amount classified as debt due within one year.
|
(In millions)
|
March 31, 2016
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
69
|
|
|
$
|
107
|
|
Other current liabilities
|
—
|
|
|
7
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
28
|
|
(In millions)
|
December 31, 2015
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
113
|
|
|
$
|
39
|
|
Other current liabilities
|
—
|
|
|
5
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
27
|
|
(a)
|
Includes embedded derivatives.
|
|
Position
|
|
Total Barrels
(In thousands)
|
|
Crude oil
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
25,142
|
|
Exchange-traded
|
Short
|
|
(30,048
|
)
|
OTC
|
Short
|
|
(83
|
)
|
(a )
|
83 percent
of the exchange-traded contracts expire in the
second
quarter of
2016
.
|
|
Position
|
|
MMbtu
|
|
Natural Gas
|
|
|
|
|
OTC
|
Long
|
|
745,826
|
|
|
Position
|
|
Total Gallons
(In thousands)
|
|
Refined Products
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
241,500
|
|
Exchange-traded
|
Short
|
|
(137,424
|
)
|
OTC
|
Short
|
|
(55,759
|
)
|
(a )
|
100 percent
of the exchange-traded contracts expire in the
second
quarter of
2016
.
|
|
Gain (Loss)
|
||||||
(In millions)
|
Three Months Ended March 31,
|
||||||
Income Statement Location
|
2016
|
|
2015
|
||||
Sales and other operating revenues
|
$
|
6
|
|
|
$
|
14
|
|
Cost of revenues
|
(61
|
)
|
|
45
|
|
||
Total
|
$
|
(55
|
)
|
|
$
|
59
|
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Commercial paper
|
$
|
188
|
|
|
$
|
—
|
|
Bank revolving credit facility due 2017
|
—
|
|
|
—
|
|
||
Term loan agreement due 2019
|
700
|
|
|
700
|
|
||
Senior notes, 2.700% due December 2018
|
600
|
|
|
600
|
|
||
Senior notes, 3.400% due December 2020
|
650
|
|
|
650
|
|
||
Senior notes, 5.125% due March 2021
|
1,000
|
|
|
1,000
|
|
||
Senior notes, 3.625%, due September 2024
|
750
|
|
|
750
|
|
||
Senior notes, 6.500%, due March 2041
|
1,250
|
|
|
1,250
|
|
||
Senior notes, 4.750%, due September 2044
|
800
|
|
|
800
|
|
||
Senior notes, 5.850% due December 2045
|
250
|
|
|
250
|
|
||
Senior notes, 5.000%, due September 2054
|
400
|
|
|
400
|
|
||
MPLX LP:
|
|
|
|
||||
MPLX term loan facility due 2019
|
250
|
|
|
250
|
|
||
MPLX bank revolving credit facility due 2020
|
326
|
|
|
877
|
|
||
MPLX senior notes, 5.500%, due February 2023
|
710
|
|
|
710
|
|
||
MPLX senior notes, 4.500%, due July 2023
|
989
|
|
|
989
|
|
||
MPLX senior notes, 4.875%, due December 2024
|
1,149
|
|
|
1,149
|
|
||
MPLX senior notes, 4.000%, due February 2025
|
500
|
|
|
500
|
|
||
MPLX senior notes, 4.875%, due June 2025
|
1,189
|
|
|
1,189
|
|
||
MarkWest senior notes, 4.500% - 5.500%, due 2023 - 2025
|
63
|
|
|
63
|
|
||
Capital lease obligations due 2016-2028
|
340
|
|
|
348
|
|
||
Trade receivables securitization facility due December 2016
|
—
|
|
|
—
|
|
||
Total
|
12,104
|
|
|
12,475
|
|
||
Unamortized debt issuance costs
|
(50
|
)
|
|
(51
|
)
|
||
Unamortized discount
(a)
|
(488
|
)
|
|
(499
|
)
|
||
Amounts due within one year
|
(215
|
)
|
|
(29
|
)
|
||
Total long-term debt due after one year
|
$
|
11,351
|
|
|
$
|
11,896
|
|
(a)
|
Includes
$453 million
and
$464 million
discount as of
March 31, 2016
and
December 31, 2015
, respectively, related to the difference between the fair value and the principal amount of the assumed MarkWest debt.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
160
|
|
|
$
|
128
|
|
Net income taxes paid to (refunded from) taxing authorities
|
(128
|
)
|
|
160
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
745
|
|
|
$
|
389
|
|
Decrease in capital accruals
|
(137
|
)
|
|
(47
|
)
|
||
Total capital expenditures before acquisitions
|
608
|
|
|
342
|
|
||
Acquisitions
(a)
|
(133
|
)
|
|
—
|
|
||
Total capital expenditures
|
$
|
475
|
|
|
$
|
342
|
|
(a)
|
The three months ended
March 31, 2016
includes adjustments to the fair values of the property, plant and equipment, intangibles and goodwill acquired in connection with the MarkWest Merger. See Note
4
.
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2014
|
$
|
(217
|
)
|
|
$
|
(104
|
)
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
(313
|
)
|
Other comprehensive income (loss) before reclassifications
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
– actuarial loss
(a)
|
13
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
– settlement loss
(a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Tax effect
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of March 31, 2015
|
$
|
(217
|
)
|
|
$
|
(104
|
)
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
(313
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2015
|
$
|
(255
|
)
|
|
$
|
(70
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(318
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(11
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
– actuarial loss
(a)
|
10
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
– settlement loss
(a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance as of March 31, 2016
|
$
|
(255
|
)
|
|
$
|
(70
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(318
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note
20
.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
28
|
|
|
$
|
23
|
|
|
$
|
8
|
|
|
$
|
8
|
|
Interest cost
|
19
|
|
|
18
|
|
|
9
|
|
|
8
|
|
||||
Expected return on plan assets
|
(25
|
)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(11
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
– actuarial loss
|
10
|
|
|
13
|
|
|
1
|
|
|
3
|
|
||||
– settlement loss
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
22
|
|
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
18
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2015
|
8,724,631
|
|
|
$
|
27.16
|
|
Granted
|
934,611
|
|
|
34.63
|
|
|
Exercised
|
(44,137
|
)
|
|
16.30
|
|
|
Forfeited, canceled or expired
|
(6,134
|
)
|
|
48.52
|
|
|
Outstanding at March 31, 2016
|
9,608,971
|
|
|
27.92
|
|
|
Shares of Restricted Stock (“RS”)
|
|
Restricted Stock Units (“RSU”)
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding at December 31, 2015
|
1,074,543
|
|
|
$
|
47.70
|
|
|
513,220
|
|
|
$
|
24.59
|
|
Granted
|
142,698
|
|
|
34.93
|
|
|
10,804
|
|
|
45.42
|
|
||
RS’s Vested/RSU’s Issued
|
(106,788
|
)
|
|
44.63
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(16,362
|
)
|
|
47.92
|
|
|
—
|
|
|
—
|
|
||
Outstanding at March 31, 2016
|
1,094,091
|
|
|
46.33
|
|
|
524,024
|
|
|
25.02
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2015
|
6,145,442
|
|
|
$
|
0.92
|
|
Granted
|
2,329,500
|
|
|
0.57
|
|
|
Exercised
|
(1,764,792
|
)
|
|
0.95
|
|
|
Canceled
|
(314,972
|
)
|
|
0.93
|
|
|
Outstanding at March 31, 2016
|
6,395,178
|
|
|
0.78
|
|
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 refined products and ethanol for resale and distributes refined products through various means, including terminals and trucks that we own or operate. We sell refined products to wholesale marketing customers domestically and internationally, buyers on the spot market, our Speedway business segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
|
•
|
Speedway—sells transportation fuels and convenience merchandise in the retail market in the Midwest, East Coast and Southeast regions of the United States.
|
•
|
Midstream – includes the operations of MPLX and certain other related operations. The Midstream segment gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs and transports and stores crude oil and refined products.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
|
2016
|
|
2015
|
||||
Income from Operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
(62
|
)
|
|
$
|
1,292
|
|
|
Speedway
|
167
|
|
|
168
|
|
|||
Midstream
(a)
|
167
|
|
|
90
|
|
|||
Net income attributable to MPC
|
$
|
1
|
|
|
$
|
891
|
|
|
Net income attributable to MPC per diluted share
|
$
|
0.003
|
|
|
$
|
1.62
|
|
(a)
|
Excludes impairment charge of $129 million as discussed in Acquisitions and Investments.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2016
|
|
2015
|
||||
Cash distributions received from MPLX:
|
|
|
|
|||||
General partner distributions, including IDRs
|
$
|
40
|
|
|
$
|
2
|
|
|
Limited partner distributions
|
29
|
|
|
22
|
|
|||
Total
|
$
|
69
|
|
|
$
|
24
|
|
(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)
|
220
|
|
||
LLS-WTI differential sensitivity
(c)
(per $1.00/barrel change)
|
90
|
|
||
Natural gas price sensitivity
(per $1.00/million British thermal unit change)
|
140
|
|
(a)
|
Weighted
40 percent
Chicago and
60 percent
USGC LLS 6-3-2-1 crack spreads and assumes all other differentials and pricing relationships remain unchanged.
|
(b)
|
LLS (prompt) - [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].
|
(c)
|
Assumes 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;
|
•
|
the cost of products purchased for resale;
|
•
|
the potential impact of lower of cost or market adjustments to inventories in periods of declining prices; and
|
•
|
the impact of liquidations of LIFO inventory layers with costs significantly above current market prices.
|
|
|
Three Months Ended
March 31, |
||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
|||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
12,755
|
|
|
$
|
17,191
|
|
|
$
|
(4,436
|
)
|
|
Income from equity method investments
|
22
|
|
|
15
|
|
|
7
|
|
||||
Net gain on disposal of assets
|
25
|
|
|
5
|
|
|
20
|
|
||||
Other income
|
28
|
|
|
29
|
|
|
(1
|
)
|
||||
Total revenues and other income
|
12,830
|
|
|
17,240
|
|
|
(4,410
|
)
|
||||
Costs and expenses:
|
|
|
|
|
|
|||||||
Cost of revenues (excludes items below)
|
9,701
|
|
|
13,044
|
|
|
(3,343
|
)
|
||||
Purchases from related parties
|
107
|
|
|
76
|
|
|
31
|
|
||||
Inventory market valuation charge
|
15
|
|
|
—
|
|
|
15
|
|
||||
Consumer excise taxes
|
1,826
|
|
|
1,832
|
|
|
(6
|
)
|
||||
Impairment expense
|
129
|
|
|
—
|
|
|
129
|
|
||||
Depreciation and amortization
|
490
|
|
|
363
|
|
|
127
|
|
||||
Selling, general and administrative expenses
|
378
|
|
|
358
|
|
|
20
|
|
||||
Other taxes
|
109
|
|
|
97
|
|
|
12
|
|
||||
Total costs and expenses
|
12,755
|
|
|
15,770
|
|
|
(3,015
|
)
|
||||
Income from operations
|
75
|
|
|
1,470
|
|
|
(1,395
|
)
|
||||
Net interest and other financial income (costs)
|
(142
|
)
|
|
(81
|
)
|
|
(61
|
)
|
||||
Income (loss) before income taxes
|
(67
|
)
|
|
1,389
|
|
|
(1,456
|
)
|
||||
Provision for income taxes
|
11
|
|
|
486
|
|
|
(475
|
)
|
||||
Net income (loss)
|
(78
|
)
|
|
903
|
|
|
(981
|
)
|
||||
Less net income (loss) attributable to noncontrolling interests
|
(79
|
)
|
|
12
|
|
|
(91
|
)
|
||||
Net income attributable to MPC
|
$
|
1
|
|
|
$
|
891
|
|
|
$
|
(890
|
)
|
•
|
a decrease in refined product cost of sales of $3.4 billion, primarily due to decreases in raw material costs; and
|
•
|
an increase in refinery direct operating costs of
$230 million
, or
$1.64
per barrel of total refinery throughput, primarily due to increased significant planned turnaround activity in 2016.
|
•
|
an increase in volume purchased from Illinois Extension Pipeline of
$27 million
;
|
•
|
an increase in purchases from Crowley Ocean Partners of
$6 million
;
|
•
|
an increase in volume purchased from Ohio Condensate of
$3 million
;
|
•
|
a decrease in volume purchased from Explorer of
$5 million
; and
|
•
|
a decrease in prices for ethanol purchases from TAME, TACE, and TAAE of
$3 million
.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2016
|
|
2015
|
||||
Refining & Marketing
|
$
|
10,571
|
|
|
$
|
15,378
|
|
|
Speedway
|
3,951
|
|
|
4,531
|
|
|||
Midstream
|
592
|
|
|
203
|
|
|||
Segment revenues
|
$
|
15,114
|
|
|
$
|
20,112
|
|
|
Items included in both revenues and costs:
|
|
|
|
|||||
Consumer excise taxes
|
$
|
1,826
|
|
|
$
|
1,832
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Refining & Marketing segment:
|
|
|
|
||||
Refined product sales volumes (thousands of barrels per day)
(a)
|
2,148
|
|
|
2,233
|
|
||
Refined product sales destined for export (thousands of barrels per day)
|
261
|
|
|
284
|
|
||
Average refined product sales prices (dollars per gallon)
|
$
|
1.23
|
|
|
$
|
1.73
|
|
(a)
|
Includes intersegment sales and sales destined for export.
|
|
|
Three Months Ended
March 31, |
||||||
(Dollars per gallon)
|
|
2016
|
|
2015
|
||||
Chicago spot unleaded regular gasoline
|
$
|
1.00
|
|
|
$
|
1.48
|
|
|
Chicago spot ultra-low sulfur diesel
|
1.07
|
|
|
1.67
|
|
|||
USGC spot unleaded regular gasoline
|
1.06
|
|
|
1.52
|
|
|||
USGC spot ultra-low sulfur diesel
|
1.03
|
|
|
1.69
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Refining & Marketing intersegment sales to Speedway:
|
|
|
|
||||
Intersegment sales (in millions)
|
$
|
2,165
|
|
|
$
|
2,734
|
|
Refined product sales volumes (millions of gallons)
|
1,448
|
|
|
1,388
|
|
||
Average refined product sales prices (dollars per gallon)
|
$
|
1.49
|
|
|
$
|
1.96
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Convenience stores at period-end
|
2,771
|
|
|
2,753
|
|
||
Gasoline & distillate sales (millions of gallons)
|
1,483
|
|
|
1,432
|
|
||
Average gasoline & distillate sales prices (dollars per gallon)
|
$
|
1.81
|
|
|
$
|
2.30
|
|
Merchandise sales (in millions)
|
$
|
1,152
|
|
|
$
|
1,111
|
|
Same store gasoline sales volume (period over period)
|
1.0
|
%
|
|
(1.2
|
%)
|
||
Same store merchandise sales (period over period)
(a)
|
3.1
|
%
|
|
6.2
|
%
|
(a)
|
Excludes cigarettes.
|
|
Three Months Ended
March 31, |
||||
|
2016
|
|
2015
|
||
Crude oil and refined product pipeline throughputs (mbpd)
(a)
|
2,181
|
|
|
2,107
|
|
Gathering system throughput (MMcf/d)
(b)
|
3,345
|
|
|
—
|
|
Natural gas processed (MMcf/d)
(b)
|
5,636
|
|
|
—
|
|
C2 (ethane) + NGLs (natural gas liquids) fractionated (mbpd)
(b)
|
312
|
|
|
—
|
|
(a)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(b)
|
Beginning December 4, 2015, which was the effective date of the MarkWest Merger.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2016
|
|
2015
|
||||
Income from Operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
(62
|
)
|
|
$
|
1,292
|
|
|
Speedway
|
167
|
|
|
168
|
|
|||
Midstream
(a)
|
167
|
|
|
90
|
|
|||
Items not allocated to segments:
|
|
|
|
|||||
Corporate and other unallocated items
(a)
|
(67
|
)
|
|
(79
|
)
|
|||
Pension settlement expenses
|
(1
|
)
|
|
(1
|
)
|
|||
Impairment expense
|
(129
|
)
|
|
—
|
|
|||
Income from operations
|
75
|
|
|
1,470
|
|
|||
Net interest and other financial income (costs)
|
(142
|
)
|
|
(81
|
)
|
|||
Income before income taxes
|
$
|
(67
|
)
|
|
$
|
1,389
|
|
(a)
|
Corporate overhead expenses attributable to MPLX are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
|
|
Three Months Ended
March 31, |
||||||
(Dollars per barrel)
|
|
2016
|
|
2015
|
||||
Chicago LLS 6-3-2-1 crack spread
(a)(b)
|
$
|
4.11
|
|
|
$
|
8.97
|
|
|
USGC LLS 6-3-2-1 crack spread
(a)
|
4.97
|
|
|
10.13
|
|
|||
Blended 6-3-2-1 crack spread
(a)(c)
|
4.62
|
|
|
9.69
|
|
|||
LLS
|
35.29
|
|
|
52.80
|
|
|||
WTI
|
33.63
|
|
|
48.57
|
|
|||
LLS—WTI crude oil differential
(a)
|
1.66
|
|
|
4.23
|
|
|||
Sweet/Sour crude oil differential
(a)(d)
|
6.77
|
|
|
7.08
|
|
(a)
|
All spreads and differentials are measured against prompt LLS.
|
(b)
|
Calculation utilizes USGC three percent residual fuel oil price as a proxy for Chicago three percent residual fuel oil price.
|
(c)
|
Blended Chicago/USGC crack spread is
40 percent
/
60 percent
in 2016 and 38 percent/62 percent in 2015 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 USGC LLS 6-3-2-1 crack spread
decreased
$5.16
per barrel, which had a
negative
impact on segment income of
$566 million
.
|
•
|
The Chicago LLS 6-3-2-1 crack spread
decreased
$4.86
per barrel, which had a
negative
impact on segment income of
$303 million
.
|
•
|
The LLS-WTI crude oil differential
decreased
$2.57
per barrel which had a
negative
impact on segment income of
$81 million
.
|
•
|
We ran more sour crude oil at our refineries in the first quarter of 2016 compared to the first quarter of 2015. The positive effect from the increased volume of sour crude was partially offset by the narrowing of the sweet/sour crude oil differential by
$0.31
per barrel resulting in a
positive
impact on segment income of
$8 million
.
|
|
Three Months Ended
March 31, |
||||
|
2016
|
|
2015
|
||
Refinery Throughputs (thousands of barrels per day):
|
|
|
|
||
Crude oil refined
|
1,603
|
|
|
1,672
|
|
Other charge and blendstocks
|
171
|
|
|
180
|
|
Total
|
1,774
|
|
|
1,852
|
|
Sour crude oil throughput percent
|
61
|
|
|
56
|
|
WTI-priced crude oil throughput percent
|
18
|
|
|
20
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Refining & Marketing gross margin (dollars per barrel)
(a)
|
$
|
9.98
|
|
|
$
|
16.14
|
|
Refinery direct operating costs (dollars per barrel):
(b)
|
|
|
|
||||
Planned turnaround and major maintenance
|
$
|
2.43
|
|
|
$
|
0.79
|
|
Depreciation and amortization
|
1.54
|
|
|
1.42
|
|
||
Other manufacturing
(c)
|
4.14
|
|
|
4.26
|
|
||
Total
|
$
|
8.11
|
|
|
$
|
6.47
|
|
(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
March 31, |
||||||
|
2016
|
|
2015
|
||||
Gasoline & distillate gross margin (dollars per gallon)
(a)
|
$
|
0.1682
|
|
|
$
|
0.1970
|
|
Merchandise gross margin (in millions)
|
$
|
330
|
|
|
$
|
311
|
|
Merchandise gross margin percent
|
29.0
|
%
|
|
28.0
|
%
|
(a)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees, divided by gasoline and distillate sales volume.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
|||||
Operating activities
|
$
|
327
|
|
|
$
|
1,190
|
|
|
Investing activities
|
(727
|
)
|
|
(388
|
)
|
|||
Financing activities
|
(419
|
)
|
|
(218
|
)
|
|||
Total
|
$
|
(819
|
)
|
|
$
|
584
|
|
•
|
Accounts payable
decreased
$660 million
from year-end
2015
, primarily due to lower crude oil volumes and prices.
|
•
|
Current receivables
decreased
$325 million
from year-end
2015
, primarily due to lower crude oil volumes and prices.
|
•
|
Inventories
decreased
$242 million
from year-end
2015
, primarily due to decreases in crude oil and refined product inventory volumes.
|
•
|
Accounts payable decreased $1.27 billion from year-end 2014, primarily due to lower crude oil prices.
|
•
|
Current receivables decreased $694 million from year-end 2014, primarily due to lower refined product and crude oil prices.
|
•
|
Inventories decreased $205 million from year-end 2014, primarily due to decreases in crude oil and refined product inventory volumes.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2016
|
|
2015
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
745
|
|
|
$
|
389
|
|
|
Decrease in capital accruals
|
(137
|
)
|
|
(47
|
)
|
|||
Total capital expenditures
|
608
|
|
|
342
|
|
|||
Acquisitions
(a)
|
10
|
|
|
—
|
|
|||
Investments in equity method investees
|
66
|
|
|
42
|
|
|||
Total capital expenditures and investments
|
$
|
684
|
|
|
$
|
384
|
|
(a)
|
Acquisitions include adjustments to the fair values of the property, plant and equipment, equity investments, intangibles and goodwill acquired in connection with the MarkWest Merger. See Note
4
to the unaudited consolidated financial statements.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2016
|
|
2015
|
||||
Refining & Marketing
|
$
|
243
|
|
|
$
|
223
|
|
|
Speedway
|
50
|
|
|
45
|
|
|||
Midstream
|
350
|
|
|
87
|
|
|||
Corporate and Other
(a)
|
41
|
|
|
29
|
|
|||
Total
|
$
|
684
|
|
|
$
|
384
|
|
(a)
|
Includes capitalized interest of
$17 million
and
$8 million
for the
three
months ended
March 31, 2016
and
2015
, respectively.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
|
2016
|
|
2015
|
||||
Number of shares repurchased
|
2
|
|
|
4
|
|
|||
Cash paid for shares repurchased
|
$
|
75
|
|
|
$
|
209
|
|
|
Effective average cost per delivered share
|
$
|
43.96
|
|
|
$
|
47.51
|
|
|
|
March 31, 2016
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility
(a)
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
|
Trade receivables facility
(b)
|
426
|
|
|
—
|
|
|
426
|
|
||||
Total
|
$
|
2,926
|
|
|
$
|
—
|
|
|
$
|
2,926
|
|
|
Cash and cash equivalents
|
|
|
|
|
308
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
3,234
|
|
(a)
|
Excludes MPLX’s $2.0 billion bank revolving credit facility, which had
$1.7 billion
available as of
March 31, 2016
.
|
(b)
|
Availability under our $1.0 billion trade receivables facility is a function of eligible trade receivables, which will be lower in a sustained lower price environment for refined products. As of April 30, 2016, eligible trade receivables supported borrowings of $574 million.
|
Company
|
Rating Agency
|
Rating
|
MPC
|
Moody’s
|
Baa2 (stable outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB (stable outlook)
|
MPLX
|
Moody’s
|
Baa3 (stable outlook)
|
|
Standard & Poor’s
|
BBB- (stable outlook)
|
|
Fitch
|
BBB- (stable outlook)
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||
Debt due within one year
|
$
|
215
|
|
|
$
|
29
|
|
Long-term debt
|
11,351
|
|
|
11,896
|
|
||
Total debt
|
$
|
11,566
|
|
|
$
|
11,925
|
|
Calculation of debt-to-total-capital ratio:
|
|
|
|
||||
Total debt
|
$
|
11,566
|
|
|
$
|
11,925
|
|
Total equity
|
19,494
|
|
|
19,675
|
|
||
Total capital
|
$
|
31,060
|
|
|
$
|
31,600
|
|
Debt-to-total-capital ratio
|
37
|
%
|
|
38
|
%
|
|
|
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 March 31, 2016
|
|
|
|
|
|
|
|
|||||||||
Crude
|
$
|
(11,492
|
)
|
|
$
|
(24,979
|
)
|
|
$
|
22,183
|
|
|
$
|
127,246
|
|
|
Refined products
|
15,792
|
|
|
44,360
|
|
|
(14,489
|
)
|
|
(36,221
|
)
|
|||||
Embedded derivatives
|
(3,170
|
)
|
|
(7,924
|
)
|
|
3,170
|
|
|
7,924
|
|
(In millions)
|
|
Fair Value as of March 31, 2016
(a)
|
|
Change in
Fair Value (b) |
|
Change in Net Income for the Three Months Ended March 31, 2016
(c)
|
|||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
9,622
|
|
|
$
|
785
|
|
|
n/a
|
|
|
Variable-rate
|
1,464
|
|
|
n/a
|
|
|
4
|
|
(a)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(b)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at
March 31, 2016
.
|
(c)
|
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
three
months ended
March 31, 2016
.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2016
|
|
2015
|
||||
Income from Operations by segment
|
|
|
|
||||
Refining & Marketing
(a)
|
$
|
(62
|
)
|
|
$
|
1,292
|
|
Speedway
|
167
|
|
|
168
|
|
||
Midstream
(a)(b)
|
167
|
|
|
90
|
|
||
Items not allocated to segments:
|
|
|
|
||||
Corporate and other unallocated items
(a)(b)
|
(67
|
)
|
|
(79
|
)
|
||
Pension settlement expenses
|
(1
|
)
|
|
(1
|
)
|
||
Impairments
|
(129
|
)
|
|
—
|
|
||
Income from operations
|
$
|
75
|
|
|
$
|
1,470
|
|
Capital Expenditures and Investments
(c)
|
|
|
|
||||
Refining & Marketing
(a)
|
$
|
243
|
|
|
$
|
223
|
|
Speedway
|
50
|
|
|
45
|
|
||
Midstream
(a)
|
350
|
|
|
87
|
|
||
Corporate and Other
(d)
|
41
|
|
|
29
|
|
||
Total
|
$
|
684
|
|
|
$
|
384
|
|
(a)
|
We revised our operating segment presentation in the first quarter of 2016 in connection with the contribution of our inland marine business to MPLX; our inland marine business, which was previously included in Refining & Marketing, is now included in Midstream. Comparable prior period information has been recast to reflect our revised segment presentation.
|
(b)
|
Corporate overhead expenses attributable to MPLX are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
(c)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(d)
|
Includes capitalized interest of
$17 million
and
$8 million
for the three months ended
March 31, 2016
and
2015
, respectively.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
MPC Consolidated Refined Product Sales Volumes (mbpd)
(a)
|
2,158
|
|
|
2,246
|
|
||
Refining & Marketing Operating Statistics
|
|
|
|
||||
Refining & Marketing refined product sales volume (mbpd)
(b)
|
2,148
|
|
|
2,233
|
|
||
Refining & Marketing gross margin (dollars per barrel)
(c)(d)
|
$
|
9.98
|
|
|
$
|
16.14
|
|
Crude oil capacity utilization percent
(e)
|
89
|
|
|
97
|
|
||
Refinery throughputs (mbpd):
(f)
|
|
|
|
||||
Crude oil refined
|
1,603
|
|
|
1,672
|
|
||
Other charge and blendstocks
|
171
|
|
|
180
|
|
||
Total
|
1,774
|
|
|
1,852
|
|
||
Sour crude oil throughput percent
|
61
|
|
|
56
|
|
||
WTI-priced crude oil throughput percent
|
18
|
|
|
20
|
|
||
Refined product yields (mbpd):
(f)
|
|
|
|
||||
Gasoline
|
899
|
|
|
911
|
|
||
Distillates
|
571
|
|
|
553
|
|
||
Propane
|
32
|
|
|
36
|
|
||
Feedstocks and special products
|
234
|
|
|
298
|
|
||
Heavy fuel oil
|
30
|
|
|
30
|
|
||
Asphalt
|
44
|
|
|
50
|
|
||
Total
|
1,810
|
|
|
1,878
|
|
||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
||||
Planned turnaround and major maintenance
|
$
|
2.43
|
|
|
$
|
0.79
|
|
Depreciation and amortization
|
1.54
|
|
|
1.42
|
|
||
Other manufacturing
(h)
|
4.14
|
|
|
4.26
|
|
||
Total
|
$
|
8.11
|
|
|
$
|
6.47
|
|
Refining & Marketing Operating Statistics By Region - Gulf Coast
|
|
|
|
||||
Refinery throughputs (mbpd):
(i)
|
|
|
|
||||
Crude oil refined
|
991
|
|
|
1,031
|
|
||
Other charge and blendstocks
|
217
|
|
|
179
|
|
||
Total
|
1,208
|
|
|
1,210
|
|
||
Sour crude oil throughput percent
|
75
|
|
|
70
|
|
||
WTI-priced crude oil throughput percent
|
3
|
|
|
5
|
|
||
Refined product yields (mbpd):
(i)
|
|
|
|
||||
Gasoline
|
533
|
|
|
523
|
|
||
Distillates
|
375
|
|
|
342
|
|
||
Propane
|
25
|
|
|
25
|
|
||
Feedstocks and special products
|
280
|
|
|
307
|
|
||
Heavy fuel oil
|
18
|
|
|
15
|
|
||
Asphalt
|
8
|
|
|
14
|
|
||
Total
|
1,239
|
|
|
1,226
|
|
||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
||||
Planned turnaround and major maintenance
|
$
|
2.62
|
|
|
$
|
0.80
|
|
Depreciation and amortization
|
1.17
|
|
|
1.14
|
|
||
Other manufacturing
(h)
|
3.74
|
|
|
3.99
|
|
||
Total
|
$
|
7.53
|
|
|
$
|
5.93
|
|
|
|
|
|
Supplementary Statistics (Unaudited)
|
|
|
|
||||
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Refining & Marketing Operating Statistics By Region – Midwest
|
|
|
|
||||
Refinery throughputs (mbpd):
(i)
|
|
|
|
||||
Crude oil refined
|
612
|
|
|
641
|
|
||
Other charge and blendstocks
|
36
|
|
|
36
|
|
||
Total
|
648
|
|
|
677
|
|
||
Sour crude oil throughput percent
|
39
|
|
|
34
|
|
||
WTI-priced crude oil throughput percent
|
42
|
|
|
43
|
|
||
Refined product yields (mbpd):
(i)
|
|
|
|
||||
Gasoline
|
366
|
|
|
388
|
|
||
Distillates
|
196
|
|
|
211
|
|
||
Propane
|
9
|
|
|
13
|
|
||
Feedstocks and special products
|
34
|
|
|
23
|
|
||
Heavy fuel oil
|
12
|
|
|
16
|
|
||
Asphalt
|
36
|
|
|
36
|
|
||
Total
|
653
|
|
|
687
|
|
||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
||||
Planned turnaround and major maintenance
|
$
|
1.76
|
|
|
$
|
0.73
|
|
Depreciation and amortization
|
2.03
|
|
|
1.85
|
|
||
Other manufacturing
(h)
|
4.36
|
|
|
4.51
|
|
||
Total
|
$
|
8.15
|
|
|
$
|
7.09
|
|
Speedway Operating Statistics
|
|
|
|
||||
Convenience stores at period-end
|
2,771
|
|
|
2,753
|
|
||
Gasoline and distillate sales (millions of gallons)
|
1,483
|
|
|
1,432
|
|
||
Gasoline and distillate gross margin (dollars per gallon)
(j)
|
$
|
0.1682
|
|
|
$
|
0.1970
|
|
Merchandise sales (in millions)
|
$
|
1,152
|
|
|
$
|
1,111
|
|
Merchandise gross margin (in millions)
|
$
|
330
|
|
|
$
|
311
|
|
Merchandise gross margin percent
|
29.0
|
%
|
|
28.0
|
%
|
||
Same store gasoline sales volume (period over period)
|
1.0
|
%
|
|
(1.2
|
%)
|
||
Same store merchandise sales (period over period)
(k)
|
3.1
|
%
|
|
6.2
|
%
|
||
Midstream Operating Statistics
|
|
|
|
||||
Crude oil and refined product pipeline throughputs (mbpd)
(l)
|
2,181
|
|
|
2,107
|
|
||
Gathering system throughput (MMcf/d)
(m)
|
3,345
|
|
|
|
|
||
Natural gas processed (MMcf/d)
(m)
|
5,636
|
|
|
|
|
||
C2 (ethane) + NGLs (natural gas liquids) fractionated (mbpd)
(m)
|
312
|
|
|
|
|
(a)
|
Total average daily volumes of refined product sales to wholesale, branded and retail (Speedway segment) customers.
|
(b)
|
Includes intersegment sales.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(d)
|
Excludes the lower of cost or market inventory valuation charge of
$15 million
for the first quarter of 2016.
|
(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
82
mbpd and
35
mbpd for the
three
months ended
March 31, 2016
and
2015
, 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)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees, divided by gasoline and distillate sales volume.
|
(k)
|
Excludes cigarettes. Same store sales comparison includes only locations owned at least 13 months.
|
(l)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(m)
|
Includes amounts related to unconsolidated equity method investments. Includes the results of the MarkWest assets beginning on the Dec. 4, 2015 acquisition date.
|
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) |
||||||
01/01/16-01/31/16
|
1,256,102
|
|
|
$
|
45.40
|
|
|
1,255,400
|
|
|
$
|
2,704,248,788
|
|
|
02/01/16-02/29/16
|
462,948
|
|
|
39.82
|
|
|
450,600
|
|
|
2,686,248,850
|
|
|||
03/01/16-03/31/16
|
27,857
|
|
|
34.44
|
|
|
—
|
|
|
2,686,248,850
|
|
|||
Total
|
1,746,907
|
|
|
43.75
|
|
|
1,706,000
|
|
|
|
(a)
|
The amounts in this column include
702
,
12,348
and
27,857
shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in
January
,
February
and
March
, respectively.
|
(b)
|
Amounts in this column reflect the weighted average price paid for shares purchased under our share repurchase authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The weighted average price includes commissions paid to brokers on shares purchased under our share repurchase authorizations.
|
(c)
|
On July 30, 2015, we announced that our board of directors had approved an additional
$2.0 billion
share repurchase authorization through July 31, 2017, resulting in
$10.0 billion
of total share repurchase authorizations since January 1, 2012. This authorization is in addition to the previous authorization, announced July 30, 2014, which had approximately
$686 million
remaining as of
March 31, 2016
.
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC File
No.
|
|
|||
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
|
|
8-K
|
|
3.1
|
|
2/29/2016
|
|
001-35054
|
|
|
|
|
10.1
|
|
Form of Marathon Petroleum Corporation Performance Unit Award Agreement
|
|
|
|
|
|
|
|
|
|
X
|
|
|
10.2
|
|
Form of Marathon Petroleum Corporation Restricted Stock Award Agreement - Officer
|
|
|
|
|
|
|
|
|
|
X
|
|
|
10.3
|
|
Form of Marathon Petroleum Corporation Nonqualified Stock Option Award Agreement - Officer
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X
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10.4
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Form of MPLX LP Performance Unit Award Agreement - Marathon Petroleum Corporation Officer
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X
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10.5
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Form of MPLX LP Phantom Unit Award Agreement - Marathon Petroleum Corporation Officer
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X
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
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X
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934
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X
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
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X
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32.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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X
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101.INS
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XBRL Instance Document
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X
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101.SCH
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XBRL Taxonomy Extension Schema
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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X
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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X
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May 2, 2016
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MARATHON PETROLEUM CORPORATION
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By:
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/s/ John J. Quaid
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John J. Quaid
Vice President and Controller
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(i)
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January 1, 2016 through December 31, 2016
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(ii)
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January 1, 2017 through December 31, 2017
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(iii)
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January 1, 2018 through December 31, 2018
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(iv)
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January 1, 2016 through December 31, 2018
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TSR Performance Percentile
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Payout Percentage
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Ranked below 25
th
percentile
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0%
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Ranked at 25
th
percentile
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50%
|
Ranked at 50
th
percentile
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100%
|
Ranked at the 100
th
percentile
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200%
|
|
Marathon Petroleum Corporation
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By
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Authorized Officer
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2.
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Vesting and Forfeiture of Restricted Shares.
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(i)
|
one-third of the Restricted Shares shall vest upon the completion of the service period which commences on the Grant Date and ends on the first anniversary of the Grant Date;
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(i)
|
termination of the Participant’s Employment due to death;
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(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement; or
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(iii)
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Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
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Marathon Petroleum Corporation
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By
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Authorized Officer
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Marathon Petroleum Corporation
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By
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Authorized Officer
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(i)
|
January 1, 2016 through December 31, 2016
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(ii)
|
January 1, 2017 through December 31, 2017
|
(iii)
|
January 1, 2018 through December 31, 2018
|
(iv)
|
January 1, 2016 through December 31, 2018
|
TUR Performance Percentile
|
Payout Percentage
|
Ranked below 25
th
percentile
|
0%
|
Ranked at 25
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
|
MPLX GP LLC
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By
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Authorized Officer
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(i)
|
one-third of the Phantom Units shall vest on the first anniversary of the Grant Date;
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement;
|
(iii)
|
Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
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MPLX GP LLC
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By
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Authorized Officer
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1.
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I have reviewed this report on Form
10-Q
of Marathon Petroleum Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
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:
|
May 2, 2016
|
|
/s/ Gary R. Heminger
|
|
|
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Gary R. Heminger
|
|
|
|
Chairman of the Board, 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:
|
May 2, 2016
|
|
/s/ Timothy T. Griffith
|
|
|
|
Timothy T. Griffith
|
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 2, 2016
|
|
|
|
/s/ Gary R. Heminger
|
|
Gary R. Heminger
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 2, 2016
|
|
|
|
/s/ Timothy T. Griffith
|
|
Timothy T. Griffith
|
|
Senior Vice President and Chief Financial Officer
|
|