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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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Emerging growth company
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¨
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Page
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ATB
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Articulated tug barges
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barrel
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One stock tank barrel, or 42 United States gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons.
|
bcf/d
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One billion cubic feet per day
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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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GAAP
|
Accounting principles generally accepted in the United States
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IDR
|
Incentive Distribution Right
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LCM
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Lower of cost or market
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LIFO
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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
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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
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Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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NYSE
|
New York Stock Exchange
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OTC
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Over-the-Counter
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ppm
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Parts per million
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RIN
|
Renewable Identification Number
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SEC
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United States Securities and Exchange Commission
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ULSD
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Ultra-low sulfur diesel
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USGC
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U.S. Gulf Coast
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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
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
||||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
19,053
|
|
|
$
|
16,616
|
|
|
$
|
53,220
|
|
|
$
|
46,179
|
|
Sales to related parties
|
157
|
|
|
2
|
|
|
458
|
|
|
5
|
|
||||
Income (loss) from equity method investments
|
84
|
|
|
(208
|
)
|
|
224
|
|
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(236
|
)
|
||||
Net gain on disposal of assets
|
—
|
|
|
1
|
|
|
12
|
|
|
26
|
|
||||
Other income
|
92
|
|
|
49
|
|
|
219
|
|
|
106
|
|
||||
Total revenues and other income
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19,386
|
|
|
16,460
|
|
|
54,133
|
|
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46,080
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (excludes items below)
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14,605
|
|
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12,944
|
|
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41,913
|
|
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35,475
|
|
||||
Purchases from related parties
|
148
|
|
|
128
|
|
|
420
|
|
|
359
|
|
||||
Inventory market valuation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(370
|
)
|
||||
Consumer excise taxes
|
2,012
|
|
|
1,914
|
|
|
5,751
|
|
|
5,633
|
|
||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||
Depreciation and amortization
|
517
|
|
|
507
|
|
|
1,574
|
|
|
1,497
|
|
||||
Selling, general and administrative expenses
|
412
|
|
|
420
|
|
|
1,286
|
|
|
1,199
|
|
||||
Other taxes
|
116
|
|
|
112
|
|
|
339
|
|
|
332
|
|
||||
Total costs and expenses
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17,810
|
|
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16,025
|
|
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51,283
|
|
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44,255
|
|
||||
Income from operations
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1,576
|
|
|
435
|
|
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2,850
|
|
|
1,825
|
|
||||
Net interest and other financial income (costs)
|
(157
|
)
|
|
(141
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)
|
|
(465
|
)
|
|
(420
|
)
|
||||
Income before income taxes
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1,419
|
|
|
294
|
|
|
2,385
|
|
|
1,405
|
|
||||
Provision for income taxes
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415
|
|
|
75
|
|
|
706
|
|
|
481
|
|
||||
Net income
|
1,004
|
|
|
219
|
|
|
1,679
|
|
|
924
|
|
||||
Less net income (loss) attributable to:
|
|
|
|
|
|
|
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||||||||
Redeemable noncontrolling interest
|
16
|
|
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16
|
|
|
49
|
|
|
25
|
|
||||
Noncontrolling interests
|
85
|
|
|
58
|
|
|
214
|
|
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(48
|
)
|
||||
Net income attributable to MPC
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$
|
903
|
|
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$
|
145
|
|
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$
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1,416
|
|
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$
|
947
|
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Per Share Data (See Note 7)
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|
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||||||||
Basic:
|
|
|
|
|
|
|
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||||||||
Net income attributable to MPC per share
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$
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1.79
|
|
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$
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0.28
|
|
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$
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2.75
|
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$
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1.79
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Weighted average shares outstanding
|
504
|
|
|
527
|
|
|
514
|
|
|
528
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|
||||
Diluted:
|
|
|
|
|
|
|
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||||||||
Net income attributable to MPC per share
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$
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1.77
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$
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0.27
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$
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2.73
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$
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1.78
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Weighted average shares outstanding
|
508
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|
|
530
|
|
|
518
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|
|
531
|
|
||||
Dividends paid
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$
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0.40
|
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$
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0.36
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$
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1.12
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$
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1.00
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
(In millions)
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2017
|
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2016
|
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2017
|
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2016
|
||||||||
Net income
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$
|
1,004
|
|
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$
|
219
|
|
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$
|
1,679
|
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$
|
924
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
|
|
|
|
||||||||
Actuarial changes, net of tax of $2, $0, $
9 and $8
|
4
|
|
|
2
|
|
|
15
|
|
|
14
|
|
||||
Prior service costs, net of tax of ($4), ($5),
($12) and ($14)
|
(7
|
)
|
|
(8
|
)
|
|
(20
|
)
|
|
(23
|
)
|
||||
Other comprehensive loss
|
(3
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|
(9
|
)
|
||||
Comprehensive income
|
1,001
|
|
|
213
|
|
|
1,674
|
|
|
915
|
|
||||
Less comprehensive income (loss) attributable to:
|
|
|
|
|
|
|
|
||||||||
Redeemable noncontrolling interest
|
16
|
|
|
16
|
|
|
49
|
|
|
25
|
|
||||
Noncontrolling interests
|
85
|
|
|
58
|
|
|
214
|
|
|
(48
|
)
|
||||
Comprehensive income attributable to MPC
|
$
|
900
|
|
|
$
|
139
|
|
|
$
|
1,411
|
|
|
$
|
938
|
|
(In millions, except share data)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents (MPLX: $3 and $234, respectively)
|
$
|
2,088
|
|
|
$
|
887
|
|
Receivables, less allowance for doubtful accounts of $10 and $1
2 (MPLX: $328 and $304, respectively)
|
3,900
|
|
|
3,617
|
|
||
Inventories (MPLX: $64 and $55, respectively)
|
5,493
|
|
|
5,656
|
|
||
Other current assets (MPLX: $30 and $33, respectively)
|
150
|
|
|
241
|
|
||
Total current assets
|
11,631
|
|
|
10,401
|
|
||
Equity method investments (MPLX: $3,997 and $2,471, respectively)
|
4,769
|
|
|
3,827
|
|
||
Property, plant and equipment, net (MPLX: $11,922 and $11,408, respectively)
|
26,036
|
|
|
25,765
|
|
||
Goodwill (MPLX: $2,245 and $2,245, respectively)
|
3,586
|
|
|
3,587
|
|
||
Other noncurrent assets (MPLX: $485 and $506, respectively)
|
784
|
|
|
833
|
|
||
Total assets
|
$
|
46,806
|
|
|
$
|
44,413
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (MPLX: $576 and $541, respectively)
|
$
|
6,159
|
|
|
$
|
5,593
|
|
Payroll and benefits payable (MPLX: $1 and $1, respectively)
|
459
|
|
|
530
|
|
||
Consumer excise taxes payable (MPLX: $2 and $3, respectively)
|
371
|
|
|
464
|
|
||
Accrued taxes (MPLX: $42 and $35, respectively)
|
361
|
|
|
153
|
|
||
Debt due within one year (MPLX: $1 and $1, respectively)
|
29
|
|
|
28
|
|
||
Other current liabilities (MPLX: $107 and $81, respectively)
|
268
|
|
|
378
|
|
||
Total current liabilities
|
7,647
|
|
|
7,146
|
|
||
Long-term debt (MPLX: $6,848 and $4,422, respectively)
|
12,753
|
|
|
10,544
|
|
||
Deferred income taxes (MPLX: $7 and $6, respectively)
|
3,935
|
|
|
3,861
|
|
||
Defined benefit postretirement plan obligations
|
1,029
|
|
|
1,055
|
|
||
Deferred credits and other liabilities (MPLX: $209 and $189, respectively)
|
640
|
|
|
604
|
|
||
Total liabilities
|
26,004
|
|
|
23,210
|
|
||
Commitments and contingencies (see Note 21)
|
|
|
|
||||
Redeemable noncontrolling interest
|
1,000
|
|
|
1,000
|
|
||
Equity
|
|
|
|
||||
MPC stockholders’ equity:
|
|
|
|
||||
Preferred stock, no shares issued and outstanding (par value 0.01 per share, 30 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued – 733 million and 731 million shares (par value 0.01 per share, 1 billion shares authorized
)
|
7
|
|
|
7
|
|
||
Held in treasury, at cost – 235 million and 203 million shar
es
|
(9,118
|
)
|
|
(7,482
|
)
|
||
Additional paid-in capital
|
11,236
|
|
|
11,060
|
|
||
Retained earnings
|
11,044
|
|
|
10,206
|
|
||
Accumulated other comprehensive loss
|
(239
|
)
|
|
(234
|
)
|
||
Total MPC stockholders’ equity
|
12,930
|
|
|
13,557
|
|
||
Noncontrolling interests
|
6,872
|
|
|
6,646
|
|
||
Total equity
|
19,802
|
|
|
20,203
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
46,806
|
|
|
$
|
44,413
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2017
|
|
2016
|
||||
Increase (decrease) in cash and cash equivalents
|
|
|
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
1,679
|
|
|
$
|
924
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs and debt discount
|
46
|
|
|
47
|
|
||
Impairment expense
|
—
|
|
|
130
|
|
||
Depreciation and amortization
|
1,574
|
|
|
1,497
|
|
||
Inventory market valuation adjustment
|
—
|
|
|
(370
|
)
|
||
Pension and other postretirement benefits, net
|
(32
|
)
|
|
(21
|
)
|
||
Deferred income taxes
|
57
|
|
|
335
|
|
||
Net gain on disposal of assets
|
(12
|
)
|
|
(26
|
)
|
||
(Income) loss from equity method in
vestments
|
(224
|
)
|
|
236
|
|
||
Distributions from equity method investments
|
252
|
|
|
199
|
|
||
Changes in the fair value of derivative instruments
|
101
|
|
|
6
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
(296
|
)
|
|
(209
|
)
|
||
Inventories
|
163
|
|
|
71
|
|
||
Current accounts payable and accrued liabilities
|
654
|
|
|
237
|
|
||
All other, net
|
(99
|
)
|
|
(54
|
)
|
||
Net cash provided by operating activities
|
3,863
|
|
|
3,002
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(1,928
|
)
|
|
(2,147
|
)
|
||
Acquisitions, net of cash acquired
|
(249
|
)
|
|
—
|
|
||
Disposal of assets
|
64
|
|
|
88
|
|
||
Investments – acquisitions, loans and contributions
|
(730
|
)
|
|
(240
|
)
|
||
– redemptions, repayments and return of capital
|
64
|
|
|
20
|
|
||
All other, net
|
164
|
|
|
62
|
|
||
Net cash used in investing activities
|
(2,615
|
)
|
|
(2,217
|
)
|
||
Financing activities:
|
|
|
|
||||
Commercial paper – issued
|
300
|
|
|
1,063
|
|
||
– repayments
|
(300
|
)
|
|
(1,063
|
)
|
||
Long-term debt – borrowings
|
2,661
|
|
|
714
|
|
||
– repayments
|
(470
|
)
|
|
(2,112
|
)
|
||
Debt issuance costs
|
(28
|
)
|
|
(11
|
)
|
||
Issuance of common stock
|
27
|
|
|
8
|
|
||
Common stock repurchased
|
(1,622
|
)
|
|
(177
|
)
|
||
Dividends paid
|
(578
|
)
|
|
(529
|
)
|
||
Issuance of MPLX LP common units
|
473
|
|
|
499
|
|
||
Issuance of MPLX LP redeemable preferred units
|
—
|
|
|
984
|
|
||
Distributions to noncontrolling interests
|
(505
|
)
|
|
(389
|
)
|
||
Contributions from noncontrolling interests
|
128
|
|
|
4
|
|
||
Contingent consideration payment
|
(89
|
)
|
|
(164
|
)
|
||
All other, net
|
(44
|
)
|
|
(30
|
)
|
||
Net cash used in financing activities
|
(47
|
)
|
|
(1,203
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
1,201
|
|
|
(418
|
)
|
||
Cash and cash equivalents at beginning of period
|
887
|
|
|
1,127
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,088
|
|
|
$
|
709
|
|
|
MPC Stockholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Non-controlling
Interests |
|
Total
Equity |
|
Redeemable Non-controlling Interest
|
||||||||||||||||
Balance as of December 31, 2015
|
$
|
7
|
|
|
$
|
(7,275
|
)
|
|
$
|
11,071
|
|
|
$
|
9,752
|
|
|
$
|
(318
|
)
|
|
$
|
6,438
|
|
|
$
|
19,675
|
|
|
$
|
—
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
947
|
|
|
—
|
|
|
(48
|
)
|
|
899
|
|
|
25
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(530
|
)
|
|
—
|
|
|
—
|
|
|
(530
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|
(380
|
)
|
|
(9
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
||||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(7
|
)
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
45
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
542
|
|
|
429
|
|
|
—
|
|
||||||||
Issuance of MPLX LP redeemable preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984
|
|
||||||||
Balance as of September 30, 2016
|
$
|
7
|
|
|
$
|
(7,459
|
)
|
|
$
|
11,005
|
|
|
$
|
10,169
|
|
|
$
|
(327
|
)
|
|
$
|
6,562
|
|
|
$
|
19,957
|
|
|
$
|
1,000
|
|
Balance as of December 31, 2016
|
$
|
7
|
|
|
$
|
(7,482
|
)
|
|
$
|
11,060
|
|
|
$
|
10,206
|
|
|
$
|
(234
|
)
|
|
$
|
6,646
|
|
|
$
|
20,203
|
|
|
$
|
1,000
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,416
|
|
|
—
|
|
|
214
|
|
|
1,630
|
|
|
49
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(578
|
)
|
|
—
|
|
|
—
|
|
|
(578
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(456
|
)
|
|
(456
|
)
|
|
(49
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
(1,622
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,622
|
)
|
|
—
|
|
||||||||
Shares issued (returned) – stock-based compensation
|
—
|
|
|
(14
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
42
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|
447
|
|
|
—
|
|
||||||||
Balance as of September 30, 2017
|
$
|
7
|
|
|
$
|
(9,118
|
)
|
|
$
|
11,236
|
|
|
$
|
11,044
|
|
|
$
|
(239
|
)
|
|
$
|
6,872
|
|
|
$
|
19,802
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(Shares in millions)
|
Common
Stock |
|
Treasury
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2015
|
729
|
|
|
(198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
—
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued (returned) – stock-based compensation
|
2
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of September 30, 2016
|
731
|
|
|
(203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of December 31, 2016
|
731
|
|
|
(203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
—
|
|
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares issued (returned) – stock-based compensation
|
2
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of September 30, 2017
|
733
|
|
|
(235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2017
|
|
2016
|
||||
Transfers (to) from noncontrolling interest
|
|
|
|
||||
Increase (decrease) in MPC's additional paid in capital for the issuance of MPLX LP common units to the public
|
$
|
25
|
|
|
$
|
(43
|
)
|
Increase in MPC's additional paid in capital for the issuance of MPLX LP common units and general partner units to MPC
|
113
|
|
|
—
|
|
||
Net transfers (to) from noncontrolling interests
|
138
|
|
|
(43
|
)
|
||
Tax impact
|
(26
|
)
|
|
(70
|
)
|
||
Change in MPC's additional paid-in capital, net of tax
|
$
|
112
|
|
|
$
|
(113
|
)
|
|
Three Months Ended September 30,
|
|
Seven Months Ended September 30,
|
||||
(In millions)
|
2017
|
|
2017
|
||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
19
|
|
|
$
|
45
|
|
Income from operations
|
6
|
|
|
17
|
|
•
|
Crowley Blue Water Partners, in which we have a
50 percent
indirect noncontrolling interest. Crowley Blue Water Partners owns and operates three Jones Act ATB vessels.
|
•
|
Crowley Ocean Partners, in which we have a
50 percent
indirect noncontrolling interest. Crowley Ocean Partners owns and operates Jones Act product tankers.
|
•
|
Explorer Pipeline Company (“Explorer”), in which we have a
25 percent
interest. Explorer owns and operates a refined products pipeline.
|
•
|
Illinois Extension Pipeline Company, L.L.C. (“Illinois Extension Pipeline”), in which we have a
35 percent
noncontrolling interest. Illinois Extension Pipeline owns and operates the Southern Access Extension (“SAX”) crude oil pipeline.
|
•
|
LOCAP, in which we have a
59 percent
noncontrolling interest. LOCAP owns and operates a crude oil pipeline.
|
•
|
LOOP, in which we have a
51 percent
noncontrolling interest. LOOP owns and operates the only U.S. deepwater crude oil port.
|
•
|
MarkWest Utica EMG, in which we have a
56 percent
noncontrolling interest. MarkWest Utica EMG is engaged in natural gas processing and NGL fractionation, transportation and marketing in Ohio.
|
•
|
Ohio Gathering, in which we have a
34 percent
indirect noncontrolling interest. Ohio Gathering is a subsidiary of MarkWest Utica EMG providing natural gas gathering service in the Utica Shale region of eastern Ohio.
|
•
|
PFJ Southeast, in which we have a
29 percent
noncontrolling interest. PFJ Southeast owns and operates travel plazas primarily in the Southeast region of the United States.
|
•
|
Sherwood Midstream, in which we have a
50 percent
noncontrolling interest. Sherwood Midstream supports the development of Antero Resources Corporation’s Marcellus Shale acreage in West Virginia.
|
•
|
Sherwood Midstream Holdings, in which we have an
86 percent
direct and indirect noncontrolling interest. Sherwood Midstream Holdings owns certain infrastructure at the Sherwood Complex that is shared by and supports the operation of both the Sherwood Midstream and MarkWest gas processing plants and deethanization facilities.
|
•
|
The Andersons Albion Ethanol LLC (“TAAE”), in which we have a
45 percent
noncontrolling interest, The Andersons Clymers Ethanol LLC (“TACE”), in which we have a
61 percent
noncontrolling interest and The Andersons Marathon Ethanol LLC (“TAME”), in which we have a
67 percent
noncontrolling interest. These companies each own and operate an ethanol production facility.
|
•
|
Other equity method investees.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
PFJ Southeast
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
451
|
|
|
$
|
—
|
|
Other equity method investees
|
2
|
|
|
2
|
|
|
7
|
|
|
5
|
|
||||
Total
|
$
|
157
|
|
|
$
|
2
|
|
|
$
|
458
|
|
|
$
|
5
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
MarkWest Utica EMG
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Ohio Gathering
|
4
|
|
|
5
|
|
|
12
|
|
|
12
|
|
||||
Other equity method investees
|
4
|
|
|
2
|
|
|
14
|
|
|
7
|
|
||||
Total
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
39
|
|
|
$
|
31
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Crowley Blue Water Partners
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
44
|
|
|
$
|
22
|
|
Crowley Ocean Partners
|
20
|
|
|
15
|
|
|
59
|
|
|
32
|
|
||||
Explorer
|
7
|
|
|
4
|
|
|
7
|
|
|
12
|
|
||||
Illinois Extension Pipeline
|
26
|
|
|
27
|
|
|
75
|
|
|
82
|
|
||||
LOCAP
|
6
|
|
|
6
|
|
|
17
|
|
|
18
|
|
||||
LOOP
|
14
|
|
|
14
|
|
|
53
|
|
|
42
|
|
||||
TAAE
|
22
|
|
|
9
|
|
|
53
|
|
|
29
|
|
||||
TACE
|
9
|
|
|
10
|
|
|
34
|
|
|
39
|
|
||||
TAME
|
20
|
|
|
23
|
|
|
58
|
|
|
67
|
|
||||
Other equity method investees
|
8
|
|
|
4
|
|
|
20
|
|
|
16
|
|
||||
Total
|
$
|
148
|
|
|
$
|
128
|
|
|
$
|
420
|
|
|
$
|
359
|
|
(In millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
MarkWest Utica EMG
|
$
|
2
|
|
|
$
|
2
|
|
Ohio Gathering
|
2
|
|
|
2
|
|
||
PFJ Southeast
|
32
|
|
|
40
|
|
||
Other equity method investees
|
4
|
|
|
1
|
|
||
Total
|
$
|
40
|
|
|
$
|
45
|
|
(In millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Illinois Extension Pipeline
|
$
|
9
|
|
|
$
|
9
|
|
LOCAP
|
2
|
|
|
2
|
|
||
LOOP
|
5
|
|
|
6
|
|
||
MarkWest Utica EMG
|
30
|
|
|
24
|
|
||
TAAE
|
2
|
|
|
2
|
|
||
TACE
|
1
|
|
|
4
|
|
||
TAME
|
2
|
|
|
4
|
|
||
Other equity method investees
|
13
|
|
|
2
|
|
||
Total
|
$
|
64
|
|
|
$
|
53
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Allocation of earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPC
|
$
|
903
|
|
|
$
|
145
|
|
|
$
|
1,416
|
|
|
$
|
947
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Income available to common stockholders – basic
|
$
|
903
|
|
|
$
|
145
|
|
|
$
|
1,415
|
|
|
$
|
946
|
|
Weighted average common shares outstanding
|
504
|
|
|
527
|
|
|
514
|
|
|
528
|
|
||||
Basic earnings per share
|
$
|
1.79
|
|
|
$
|
0.28
|
|
|
$
|
2.75
|
|
|
$
|
1.79
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Allocation of earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to MPC
|
$
|
903
|
|
|
$
|
145
|
|
|
$
|
1,416
|
|
|
$
|
947
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Income available to common stockholders – diluted
|
$
|
903
|
|
|
$
|
145
|
|
|
$
|
1,415
|
|
|
$
|
946
|
|
Weighted average common shares outstanding
|
504
|
|
|
527
|
|
|
514
|
|
|
528
|
|
||||
Effect of dilutive securities
|
4
|
|
|
3
|
|
|
4
|
|
|
3
|
|
||||
Weighted average common shares, including dilutive effect
|
508
|
|
|
530
|
|
|
518
|
|
|
531
|
|
||||
Diluted earnings per share
|
$
|
1.77
|
|
|
$
|
0.27
|
|
|
$
|
2.73
|
|
|
$
|
1.78
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Shares issued under stock-based compensation plans
|
1
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Number of shares repurchased
|
8
|
|
|
1
|
|
|
31
|
|
|
4
|
|
||||
Cash paid for shares repurchased
|
$
|
452
|
|
|
$
|
51
|
|
|
$
|
1,622
|
|
|
$
|
177
|
|
Effective average cost per delivered share
|
$
|
53.85
|
|
|
$
|
42.76
|
|
|
$
|
52.16
|
|
|
$
|
41.14
|
|
•
|
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 pipeline and marine transportation, terminal and storage services provided by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway segment and to independent entrepreneurs who operate Marathon
®
retail outlets.
|
•
|
Speedway – sells transportation fuels and convenience merchandise in retail markets in the Midwest, East Coast and Southeast regions of the United States.
|
•
|
Midstream – 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 principally for the Refining & Marketing segment.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
13,573
|
|
|
$
|
4,895
|
|
|
$
|
585
|
|
|
$
|
19,053
|
|
Intersegment
(a)
|
2,904
|
|
|
1
|
|
|
369
|
|
|
3,274
|
|
||||
Related party
|
155
|
|
|
2
|
|
|
—
|
|
|
157
|
|
||||
Segment revenues
|
$
|
16,632
|
|
|
$
|
4,898
|
|
|
$
|
954
|
|
|
$
|
22,484
|
|
Segment income from operations
(b)
|
$
|
1,097
|
|
|
$
|
209
|
|
|
$
|
355
|
|
|
$
|
1,661
|
|
Income from equity method investments
|
6
|
|
|
20
|
|
|
57
|
|
|
83
|
|
||||
Depreciation and amortization
(c)
|
266
|
|
|
68
|
|
|
169
|
|
|
503
|
|
||||
Capital expenditures and investments
(d)
|
198
|
|
|
108
|
|
|
453
|
|
|
759
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
11,284
|
|
|
$
|
4,848
|
|
|
$
|
484
|
|
|
$
|
16,616
|
|
Intersegment
(a)
|
2,798
|
|
|
1
|
|
|
346
|
|
|
3,145
|
|
||||
Related party
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Segment revenues
|
$
|
14,084
|
|
|
$
|
4,849
|
|
|
$
|
830
|
|
|
$
|
19,763
|
|
Segment income from operations
(b)
|
$
|
252
|
|
|
$
|
209
|
|
|
$
|
310
|
|
|
$
|
771
|
|
Income from equity method investments
(c)
|
8
|
|
|
—
|
|
|
51
|
|
|
59
|
|
||||
Depreciation and amortization
(c)
|
267
|
|
|
71
|
|
|
155
|
|
|
493
|
|
||||
Capital expenditures and investments
(d)
|
251
|
|
|
71
|
|
|
410
|
|
|
732
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
37,485
|
|
|
$
|
14,070
|
|
|
$
|
1,665
|
|
|
$
|
53,220
|
|
Intersegment
(a)
|
8,302
|
|
|
3
|
|
|
1,076
|
|
|
9,381
|
|
||||
Related party
|
452
|
|
|
6
|
|
|
—
|
|
|
458
|
|
||||
Segment revenues
|
$
|
46,239
|
|
|
$
|
14,079
|
|
|
$
|
2,741
|
|
|
$
|
63,059
|
|
Segment income from operations
(b)
|
$
|
1,589
|
|
|
$
|
583
|
|
|
$
|
996
|
|
|
$
|
3,168
|
|
Income from equity method investments
|
10
|
|
|
54
|
|
|
139
|
|
|
203
|
|
||||
Depreciation and amortization
(c)
|
805
|
|
|
197
|
|
|
528
|
|
|
1,530
|
|
||||
Capital expenditures and investments
(d)(e)
|
570
|
|
|
221
|
|
|
2,017
|
|
|
2,808
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
31,192
|
|
|
$
|
13,663
|
|
|
$
|
1,324
|
|
|
$
|
46,179
|
|
Intersegment
(a)
|
7,872
|
|
|
2
|
|
|
911
|
|
|
8,785
|
|
||||
Related party
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Segment revenues
|
$
|
39,069
|
|
|
$
|
13,665
|
|
|
$
|
2,235
|
|
|
$
|
54,969
|
|
Segment income from operations
(b)(f)
|
$
|
1,191
|
|
|
$
|
569
|
|
|
$
|
752
|
|
|
$
|
2,512
|
|
Income from equity method investments
(c)
|
10
|
|
|
—
|
|
|
110
|
|
|
120
|
|
||||
Depreciation and amortization
(c)
|
801
|
|
|
203
|
|
|
448
|
|
|
1,452
|
|
||||
Capital expenditures and investments
(d)
|
756
|
|
|
191
|
|
|
1,179
|
|
|
2,126
|
|
(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.
|
(e)
|
The Midstream segment includes
$220 million
for the acquisition of the Ozark pipeline and an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system for the
nine
months ended
September 30, 2017
.
|
(f)
|
The Refining & Marketing and Speedway segments include inventory LCM benefits of
$345 million
and
$25 million
, respectively, for the
nine
months ended
September 30, 2016
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment income from operations
|
$
|
1,661
|
|
|
$
|
771
|
|
|
$
|
3,168
|
|
|
$
|
2,512
|
|
Items not allocated to segments:
|
|
|
|
|
|
|
|
||||||||
Corporate and other unallocated items
(a)
|
(86
|
)
|
|
(65
|
)
|
|
(251
|
)
|
|
(194
|
)
|
||||
Pension settlement expenses
|
(1
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(7
|
)
|
||||
Litigation
(b)
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
||||
Impairments
(c)
|
2
|
|
|
(267
|
)
|
|
21
|
|
|
(486
|
)
|
||||
Net interest and other financial income (costs)
|
(157
|
)
|
|
(141
|
)
|
|
(465
|
)
|
|
(420
|
)
|
||||
Income before income taxes
|
$
|
1,419
|
|
|
$
|
294
|
|
|
$
|
2,385
|
|
|
$
|
1,405
|
|
(a)
|
Corporate and other unallocated items consists primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
(b)
|
See Note
21
for further information on litigation matters.
|
(c)
|
2017 includes MPC’s share of gains related to the sale of assets remaining from the Sandpiper pipeline project. 2016 relates to impairments of goodwill and equity method investments.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment capital expenditures and investments
|
$
|
759
|
|
|
$
|
732
|
|
|
$
|
2,808
|
|
|
$
|
2,126
|
|
Less investments in equity method investees
(a)
|
53
|
|
|
69
|
|
|
730
|
|
|
383
|
|
||||
Plus items not allocated to segments:
|
|
|
|
|
|
|
|
||||||||
Corporate and Other
|
19
|
|
|
14
|
|
|
53
|
|
|
59
|
|
||||
Capitalized interest
|
13
|
|
|
15
|
|
|
39
|
|
|
47
|
|
||||
Total capital expenditures
(b)
|
$
|
738
|
|
|
$
|
692
|
|
|
$
|
2,170
|
|
|
$
|
1,849
|
|
(a)
|
The
nine
months ended
September 30, 2017
includes an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system. The
nine
months ended
September 30, 2016
includes an adjustment of
$143 million
to the fair value of equity method investments acquired in connection with the MarkWest Merger.
|
(b)
|
Capital expenditures include changes in capital accruals. See Note
17
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)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest income
|
$
|
7
|
|
|
$
|
3
|
|
|
$
|
16
|
|
|
$
|
5
|
|
Interest expense
|
(172
|
)
|
|
(153
|
)
|
|
(508
|
)
|
|
(455
|
)
|
||||
Interest capitalized
|
14
|
|
|
15
|
|
|
47
|
|
|
47
|
|
||||
Other financial costs
|
(6
|
)
|
|
(6
|
)
|
|
(20
|
)
|
|
(17
|
)
|
||||
Net interest and other financial income (costs)
|
$
|
(157
|
)
|
|
$
|
(141
|
)
|
|
$
|
(465
|
)
|
|
$
|
(420
|
)
|
(In millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Crude oil and refinery feedstocks
|
$
|
2,147
|
|
|
$
|
2,208
|
|
Refined products
|
2,706
|
|
|
2,810
|
|
||
Materials and supplies
|
486
|
|
|
485
|
|
||
Merchandise
|
154
|
|
|
153
|
|
||
Total
|
$
|
5,493
|
|
|
$
|
5,656
|
|
(In millions)
|
September 30,
2017 |
|
December 31, 2016
(a)
|
||||
Refining & Marketing
|
$
|
19,174
|
|
|
$
|
18,590
|
|
Speedway
|
5,233
|
|
|
5,078
|
|
||
Midstream
|
14,489
|
|
|
13,521
|
|
||
Corporate and Other
|
822
|
|
|
817
|
|
||
Total
|
39,718
|
|
|
38,006
|
|
||
Less accumulated depreciation
|
13,682
|
|
|
12,241
|
|
||
Property, plant and equipment, net
|
$
|
26,036
|
|
|
$
|
25,765
|
|
(a)
|
Prior period balances have been recast in connection with the March 1, 2017 contribution of assets to MPLX. See Note
1
for additional information.
|
|
September 30, 2017
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(257
|
)
|
|
$
|
—
|
|
|
$
|
22
|
|
Other assets
|
3
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
3
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(257
|
)
|
|
$
|
3
|
|
|
$
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
(c)
|
$
|
296
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(296
|
)
|
|
$
|
5
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
296
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
(296
|
)
|
|
$
|
57
|
|
|
$
|
—
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
688
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(688
|
)
|
|
$
|
—
|
|
|
$
|
126
|
|
Other assets
|
2
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
2
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(688
|
)
|
|
$
|
2
|
|
|
$
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(712
|
)
|
|
$
|
6
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|
—
|
|
||||||
Contingent consideration, liability
(d)
|
—
|
|
|
—
|
|
|
130
|
|
|
N/A
|
|
|
130
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
190
|
|
|
$
|
(712
|
)
|
|
$
|
190
|
|
|
$
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
September 30, 2017
, cash collateral of
$39 million
was netted with the mark-to-market derivative liabilities. As of
December 31, 2016
,
$24 million
was netted with mark-to-market derivative liabilities.
|
(b)
|
We have no derivative contracts that are subject to master netting arrangements reflected gross on the balance sheet.
|
(c)
|
Level 3 includes
$15 million
and
$13 million
classified as current at
September 30, 2017
and
December 31, 2016
, respectively.
|
(d)
|
Includes
$130 million
classified as current at
December 31, 2016
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Beginning balance
|
$
|
41
|
|
|
$
|
171
|
|
|
$
|
190
|
|
|
$
|
342
|
|
Contingent consideration payment
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
(200
|
)
|
||||
Unrealized and realized losses included in net income
|
22
|
|
|
6
|
|
|
8
|
|
|
33
|
|
||||
Settlements of derivative instruments
|
(6
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|
1
|
|
||||
Ending balance
|
$
|
57
|
|
|
$
|
176
|
|
|
$
|
57
|
|
|
$
|
176
|
|
|
|
|
|
|
|
|
|
||||||||
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets still held at the end of period:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
17
|
|
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
19
|
|
Contingent consideration agreement
|
—
|
|
|
2
|
|
|
1
|
|
|
11
|
|
||||
Total
|
$
|
17
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
30
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Investments
|
$
|
25
|
|
|
$
|
2
|
|
|
$
|
25
|
|
|
$
|
2
|
|
Other
|
25
|
|
|
25
|
|
|
21
|
|
|
21
|
|
||||
Total financial assets
|
$
|
50
|
|
|
$
|
27
|
|
|
$
|
46
|
|
|
$
|
23
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
$
|
13,690
|
|
|
$
|
12,544
|
|
|
$
|
10,892
|
|
|
$
|
10,297
|
|
Deferred credits and other liabilities
|
121
|
|
|
107
|
|
|
121
|
|
|
109
|
|
||||
Total financial liabilities
|
$
|
13,811
|
|
|
$
|
12,651
|
|
|
$
|
11,013
|
|
|
$
|
10,406
|
|
(a)
|
Excludes capital leases and debt issuance costs; however, includes amount classified as debt due within one year.
|
(In millions)
|
September 30, 2017
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
257
|
|
|
$
|
296
|
|
Other current liabilities
(a)
|
—
|
|
|
15
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
42
|
|
(In millions)
|
December 31, 2016
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
688
|
|
|
$
|
712
|
|
Other current liabilities
(a)
|
—
|
|
|
13
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
47
|
|
(a)
|
Includes embedded derivatives.
|
|
Position
|
|
Total Barrels
(In thousands)
|
|
Crude Oil
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
33,043
|
|
Exchange-traded
|
Short
|
|
(34,428
|
)
|
(a )
|
94 percent
of the exchange-traded contracts expire in the
fourth
quarter of
2017
.
|
|
Position
|
|
Total Gallons
(In thousands)
|
|
Refined Products
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
316,764
|
|
Exchange-traded
|
Short
|
|
(227,388
|
)
|
OTC
|
Short
|
|
(33,388
|
)
|
(a )
|
100 percent
of the exchange-traded contracts expire in the
fourth
quarter of
2017
.
|
|
Gain (Loss)
|
|
Gain (Loss)
|
||||||||||||
(In millions)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Income Statement Location
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Sales and other operating revenues
|
$
|
(10
|
)
|
|
$
|
(3
|
)
|
|
$
|
8
|
|
|
$
|
(4
|
)
|
Cost of revenues
|
1
|
|
|
(20
|
)
|
|
(30
|
)
|
|
(91
|
)
|
||||
Total
|
$
|
(9
|
)
|
|
$
|
(23
|
)
|
|
$
|
(22
|
)
|
|
$
|
(95
|
)
|
(In millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Commercial paper
|
$
|
—
|
|
|
$
|
—
|
|
364-day bank revolving credit facility due July 2018
|
—
|
|
|
—
|
|
||
Trade receivables securitization facility due July 2019
|
—
|
|
|
—
|
|
||
Bank revolving credit facility due 2022
|
—
|
|
|
—
|
|
||
Term loan agreement due 2019
|
—
|
|
|
200
|
|
||
Senior notes, 2.700% due December 2018
|
600
|
|
|
600
|
|
||
Senior notes, 3.400% due December 2020
|
650
|
|
|
650
|
|
||
Senior notes, 5.125% due March 2021
|
1,000
|
|
|
1,000
|
|
||
Senior notes, 3.625%, due September 2024
|
750
|
|
|
750
|
|
||
Senior notes, 6.500%, due March 2041
|
1,250
|
|
|
1,250
|
|
||
Senior notes, 4.750%, due September 2044
|
800
|
|
|
800
|
|
||
Senior notes, 5.850% due December 2045
|
250
|
|
|
250
|
|
||
Senior notes, 5.000%, due September 2054
|
400
|
|
|
400
|
|
||
MPLX LP:
|
|
|
|
||||
MPLX term loan facility due 2019
|
—
|
|
|
250
|
|
||
MPLX bank revolving credit facility due 2022
|
420
|
|
|
—
|
|
||
MPLX senior notes, 5.500%, due February 2023
|
710
|
|
|
710
|
|
||
MPLX senior notes, 4.500%, due July 2023
|
989
|
|
|
989
|
|
||
MPLX senior notes, 4.875%, due December 2024
|
1,149
|
|
|
1,149
|
|
||
MPLX senior notes, 4.000%, due February 2025
|
500
|
|
|
500
|
|
||
MPLX senior notes, 4.875%, due June 2025
|
1,189
|
|
|
1,189
|
|
||
MarkWest senior notes, 4.500% - 5.500%, due 2023 - 2025
|
63
|
|
|
63
|
|
||
MPLX senior notes, 4.125%, due March 2027
|
1,250
|
|
|
—
|
|
||
MPLX senior notes, 5.200%, due March 2047
|
1,000
|
|
|
—
|
|
||
Capital lease obligations due 2017-2028
|
299
|
|
|
319
|
|
||
Total
|
13,269
|
|
|
11,069
|
|
||
Unamortized debt issuance costs
|
(61
|
)
|
|
(44
|
)
|
||
Unamortized discount
(a)
|
(426
|
)
|
|
(453
|
)
|
||
Amounts due within one year
|
(29
|
)
|
|
(28
|
)
|
||
Total long-term debt due after one year
|
$
|
12,753
|
|
|
$
|
10,544
|
|
(a)
|
Includes
$386 million
and
$420 million
of unamortized discount as of
September 30, 2017
and
December 31, 2016
, respectively, related to the difference between the fair value and the principal amount of assumed MarkWest debt.
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2017
|
|
2016
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
446
|
|
|
$
|
400
|
|
Net income taxes paid to (refunded from) taxing authorities
|
383
|
|
|
28
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Contribution of assets to joint venture
(a)
|
337
|
|
|
—
|
|
(a)
|
MarkWest’s contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings. See Note
4
.
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
2017
|
|
2016
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
1,928
|
|
|
$
|
2,147
|
|
Asset retirement expenditures
|
1
|
|
|
4
|
|
||
Decrease in capital accruals
|
(9
|
)
|
|
(169
|
)
|
||
Total capital expenditures before acquisitions
|
1,920
|
|
|
1,982
|
|
||
Acquisitions
(a)
|
250
|
|
|
(133
|
)
|
||
Total capital expenditures
|
$
|
2,170
|
|
|
$
|
1,849
|
|
(a)
|
The
nine
months ended
September 30, 2017
reflects primarily the acquisition of the Ozark pipeline. The
nine
months ended
September 30, 2016
reflects adjustments to the fair values of the property, plant and equipment, intangibles and goodwill acquired in connection with the MarkWest Merger.
|
(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
|
(8
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(35
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||
– actuarial loss
(a)
|
28
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
– settlement loss
(a)
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Other
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income (loss)
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|||||
Balance as of September 30, 2016
|
$
|
(263
|
)
|
|
$
|
(70
|
)
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(327
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2016
|
$
|
(233
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(234
|
)
|
Other comprehensive income (loss) before reclassifications
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(29
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
– actuarial loss/(gain)
(a)
|
27
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
– settlement loss
(a)
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Other
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Tax effect
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Other comprehensive income (loss)
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|||||
Balance as of September 30, 2017
|
$
|
(235
|
)
|
|
$
|
(9
|
)
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
(239
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note
19
.
|
(b)
|
This amount was reclassified out of accumulated other comprehensive loss and is included in selling, general and administrative on the consolidated statements of income.
|
|
Three Months Ended September 30,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
33
|
|
|
$
|
29
|
|
|
$
|
6
|
|
|
$
|
8
|
|
Interest cost
|
19
|
|
|
18
|
|
|
8
|
|
|
9
|
|
||||
Expected return on plan assets
|
(25
|
)
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(10
|
)
|
|
(12
|
)
|
|
—
|
|
|
(1
|
)
|
||||
– actuarial loss
|
9
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
– settlement loss
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
27
|
|
|
$
|
25
|
|
|
$
|
14
|
|
|
$
|
16
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
99
|
|
|
$
|
86
|
|
|
$
|
19
|
|
|
$
|
24
|
|
Interest cost
|
56
|
|
|
55
|
|
|
23
|
|
|
26
|
|
||||
Expected return on plan assets
|
(75
|
)
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(29
|
)
|
|
(35
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
– actuarial loss/(gain)
|
27
|
|
|
28
|
|
|
(1
|
)
|
|
1
|
|
||||
– settlement loss
|
2
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
80
|
|
|
$
|
68
|
|
|
$
|
39
|
|
|
$
|
49
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2016
|
9,531,440
|
|
|
$
|
28.93
|
|
Granted
|
1,214,112
|
|
|
50.57
|
|
|
Exercised
|
(1,356,217
|
)
|
|
21.89
|
|
|
Forfeited, canceled or expired
|
(78,386
|
)
|
|
41.97
|
|
|
Outstanding at September 30, 2017
|
9,310,949
|
|
|
32.66
|
|
|
Shares of Restricted Stock (“RS”)
|
|
Restricted Stock Units (“RSU”)
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding at December 31, 2016
|
1,250,343
|
|
|
$
|
41.51
|
|
|
361,117
|
|
|
$
|
28.26
|
|
Granted
|
574,602
|
|
|
50.20
|
|
|
28,573
|
|
|
51.94
|
|
||
RS’s Vested/RSU’s Issued
|
(522,454
|
)
|
|
42.48
|
|
|
(79,635
|
)
|
|
24.54
|
|
||
Forfeited
|
(83,806
|
)
|
|
44.29
|
|
|
(13,750
|
)
|
|
50.20
|
|
||
Outstanding at September 30, 2017
|
1,218,685
|
|
|
45.00
|
|
|
296,305
|
|
|
30.52
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2016
|
6,255,178
|
|
|
$
|
0.78
|
|
Granted
|
2,584,750
|
|
|
0.92
|
|
|
Exercised
|
(1,854,728
|
)
|
|
0.85
|
|
|
Canceled
|
(99,658
|
)
|
|
0.78
|
|
|
Outstanding at September 30, 2017
|
6,885,542
|
|
|
0.81
|
|
•
|
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 pipeline and marine transportation, terminal and storage services provided by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Speedway business 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, principally for the Refining & Marketing segment.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Refining & Marketing
|
$
|
1,097
|
|
|
$
|
252
|
|
|
$
|
1,589
|
|
|
$
|
1,191
|
|
|
Speedway
|
209
|
|
|
209
|
|
|
583
|
|
|
569
|
|
|||||
Midstream
|
355
|
|
|
310
|
|
|
996
|
|
|
752
|
|
|||||
Items not allocated to segments
|
(85
|
)
|
|
(336
|
)
|
|
$
|
(318
|
)
|
|
$
|
(687
|
)
|
|||
Income from operations
|
$
|
1,576
|
|
|
$
|
435
|
|
|
$
|
2,850
|
|
|
$
|
1,825
|
|
|
Net income attributable to MPC
|
$
|
903
|
|
|
$
|
145
|
|
|
$
|
1,416
|
|
|
$
|
947
|
|
|
Net income attributable to MPC per diluted share
|
$
|
1.77
|
|
|
$
|
0.27
|
|
|
$
|
2.73
|
|
|
$
|
1.78
|
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Cash distributions received from MPLX:
|
|
|
|
|||||
General partner distributions, including IDRs
|
$
|
205
|
|
|
$
|
134
|
|
|
Limited partner distributions
|
143
|
|
|
99
|
|
|||
Total
|
$
|
348
|
|
|
$
|
233
|
|
(In millions, after-tax)
|
|
|
||
LLS 6-3-2-1 crack spread sensitivity
(a)
(per $1.00/barrel change)
|
$
|
450
|
|
|
Sweet/sour differential sensitivity
(b)
(per $1.00/barrel change)
|
225
|
|
||
LLS-WTI differential sensitivity
(c)
(per $1.00/barrel change)
|
80
|
|
||
Natural gas price sensitivity
(d)
(per $1.00/million British thermal unit change)
|
130
|
|
(a)
|
Weighted
40 percent
Chicago and
60 percent
USGC LLS 6-3-2-1 crack spreads and assumes all other differentials and pricing relationships remain unchanged.
|
(b)
|
LLS (prompt) - [delivered cost of sour crude oil: Arab Light, Kuwait, Maya, Western Canadian Select and Mars].
|
(c)
|
Assumes 20 percent of crude oil throughput volumes are WTI-based domestic crude oil.
|
(d)
|
This is consumption based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.
|
•
|
the selling prices realized for refined products;
|
•
|
the types of crude oil and other charge and blendstocks processed;
|
•
|
our refinery yields;
|
•
|
the cost of products purchased for resale;
|
•
|
the impact of commodity derivative instruments used to hedge price risk; and
|
•
|
the potential impact of LCM adjustments to inventories in periods of declining prices.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Sales and other operating revenues (including consumer excise taxes)
|
$
|
19,053
|
|
|
$
|
16,616
|
|
|
$
|
2,437
|
|
|
$
|
53,220
|
|
|
$
|
46,179
|
|
|
$
|
7,041
|
|
|
Sales to related parties
|
157
|
|
|
2
|
|
|
$
|
155
|
|
|
458
|
|
|
5
|
|
|
$
|
453
|
|
|||||
Income (loss) from equity method investments
|
84
|
|
|
(208
|
)
|
|
292
|
|
|
224
|
|
|
(236
|
)
|
|
460
|
|
|||||||
Net gain on disposal of assets
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
12
|
|
|
26
|
|
|
(14
|
)
|
|||||||
Other income
|
92
|
|
|
49
|
|
|
43
|
|
|
219
|
|
|
106
|
|
|
113
|
|
|||||||
Total revenues and other income
|
19,386
|
|
|
16,460
|
|
|
2,926
|
|
|
54,133
|
|
|
46,080
|
|
|
8,053
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of revenues (excludes items below)
|
14,605
|
|
|
12,944
|
|
|
1,661
|
|
|
41,913
|
|
|
35,475
|
|
|
6,438
|
|
|||||||
Purchases from related parties
|
148
|
|
|
128
|
|
|
20
|
|
|
420
|
|
|
359
|
|
|
61
|
|
|||||||
Inventory market valuation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(370
|
)
|
|
370
|
|
|||||||
Consumer excise taxes
|
2,012
|
|
|
1,914
|
|
|
98
|
|
|
5,751
|
|
|
5,633
|
|
|
118
|
|
|||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
(130
|
)
|
|||||||
Depreciation and amortization
|
517
|
|
|
507
|
|
|
10
|
|
|
1,574
|
|
|
1,497
|
|
|
77
|
|
|||||||
Selling, general and administrative expenses
|
412
|
|
|
420
|
|
|
(8
|
)
|
|
1,286
|
|
|
1,199
|
|
|
87
|
|
|||||||
Other taxes
|
116
|
|
|
112
|
|
|
4
|
|
|
339
|
|
|
332
|
|
|
7
|
|
|||||||
Total costs and expenses
|
17,810
|
|
|
16,025
|
|
|
1,785
|
|
|
51,283
|
|
|
44,255
|
|
|
7,028
|
|
|||||||
Income from operations
|
1,576
|
|
|
435
|
|
|
1,141
|
|
|
2,850
|
|
|
1,825
|
|
|
1,025
|
|
|||||||
Net interest and other financial income (costs)
|
(157
|
)
|
|
(141
|
)
|
|
(16
|
)
|
|
(465
|
)
|
|
(420
|
)
|
|
(45
|
)
|
|||||||
Income before income taxes
|
1,419
|
|
|
294
|
|
|
1,125
|
|
|
2,385
|
|
|
1,405
|
|
|
980
|
|
|||||||
Provision for income taxes
|
415
|
|
|
75
|
|
|
340
|
|
|
706
|
|
|
481
|
|
|
225
|
|
|||||||
Net income
|
1,004
|
|
|
219
|
|
|
785
|
|
|
1,679
|
|
|
924
|
|
|
755
|
|
|||||||
Less net income (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Redeemable noncontrolling interest
|
16
|
|
|
16
|
|
|
—
|
|
|
49
|
|
|
25
|
|
|
24
|
|
|||||||
Noncontrolling interests
|
85
|
|
|
58
|
|
|
27
|
|
|
214
|
|
|
(48
|
)
|
|
262
|
|
|||||||
Net income attributable to MPC
|
$
|
903
|
|
|
$
|
145
|
|
|
$
|
758
|
|
|
$
|
1,416
|
|
|
$
|
947
|
|
|
$
|
469
|
|
•
|
increases in refined product cost of sales of $1.77 billion and $6.36 billion, respectively, primarily due to increases in raw material costs;
|
•
|
an increase in refinery direct operating costs of
$102 million
in the first
nine
months primarily due to an increase in other manufacturing costs, including utilities; and
|
•
|
partially offset by a decrease in refinery direct operating costs of
$67 million
in the
third
quarter primarily due to a decrease in planned turnaround and major maintenance activity.
|
•
|
increases in transportation services provided by our marine joint ventures with Crowley of
$5 million
and
$49 million
, respectively; and
|
•
|
increases in volumes of ethanol purchased from TAME, TACE and TAAE of
$9 million
and
$10 million
, respectively.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Refining & Marketing
|
$
|
16,632
|
|
|
$
|
14,084
|
|
|
$
|
46,239
|
|
|
$
|
39,069
|
|
|
Speedway
|
4,898
|
|
|
4,849
|
|
|
14,079
|
|
|
13,665
|
|
|||||
Midstream
|
954
|
|
|
830
|
|
|
2,741
|
|
|
2,235
|
|
|||||
Segment revenues
|
$
|
22,484
|
|
|
$
|
19,763
|
|
|
$
|
63,059
|
|
|
$
|
54,969
|
|
|
Items included in both revenues and costs:
|
|
|
|
|
|
|
|
|||||||||
Consumer excise taxes
|
$
|
2,012
|
|
|
$
|
1,914
|
|
|
$
|
5,751
|
|
|
$
|
5,633
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Refining & Marketing segment:
|
|
|
|
|
|
|
|
||||||||
Refined product sales volumes (mbpd)
(a)
|
2,357
|
|
|
2,307
|
|
|
2,263
|
|
|
2,265
|
|
||||
Refined product sales destined for export (mbpd)
|
331
|
|
|
314
|
|
|
291
|
|
|
301
|
|
||||
Average refined product sales prices (dollars per gallon)
|
$
|
1.72
|
|
|
$
|
1.51
|
|
|
$
|
1.68
|
|
|
$
|
1.43
|
|
(a)
|
Includes intersegment sales and sales destined for export.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(Dollars per gallon)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Chicago spot unleaded regular gasoline
|
$
|
1.58
|
|
|
$
|
1.40
|
|
|
$
|
1.52
|
|
|
$
|
1.31
|
|
|
Chicago spot ultra-low sulfur diesel
|
1.66
|
|
|
1.43
|
|
|
1.55
|
|
|
1.31
|
|
|||||
USGC spot unleaded regular gasoline
|
1.63
|
|
|
1.39
|
|
|
1.57
|
|
|
1.29
|
|
|||||
USGC spot ultra-low sulfur diesel
|
1.62
|
|
|
1.37
|
|
|
1.55
|
|
|
1.25
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Refining & Marketing intersegment sales to Speedway:
|
|
|
|
|
|
|
|
||||||||
Intersegment sales (in millions)
|
$
|
2,904
|
|
|
$
|
2,798
|
|
|
$
|
8,302
|
|
|
$
|
7,872
|
|
Refined product sales volumes (millions of gallons)
|
1,431
|
|
|
1,544
|
|
|
4,198
|
|
|
4,510
|
|
||||
Average refined product sales prices (dollars per gallon)
|
$
|
2.02
|
|
|
$
|
1.81
|
|
|
$
|
1.97
|
|
|
$
|
1.74
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Convenience stores at period-end
(a)
|
2,734
|
|
|
2,773
|
|
|
|
|
|
||||||
Gasoline & distillate sales (millions of gallons)
(a)
|
1,464
|
|
|
1,575
|
|
|
4,332
|
|
|
4,605
|
|
||||
Average gasoline & distillate sales prices (dollars per gallon)
|
$
|
2.36
|
|
|
$
|
2.14
|
|
|
$
|
2.30
|
|
|
$
|
2.06
|
|
Merchandise sales (in millions)
(a)
|
$
|
1,295
|
|
|
$
|
1,338
|
|
|
$
|
3,693
|
|
|
$
|
3,777
|
|
Same store gasoline sales volume (period over period)
|
(3.1
|
%)
|
|
(0.6
|
%)
|
|
(1.6
|
%)
|
|
0.2
|
%
|
||||
Same store merchandise sales (period over period)
(b)
|
0.3
|
%
|
|
4.0
|
%
|
|
1.5
|
%
|
|
3.0
|
%
|
(a)
|
Third quarter and first nine months of 2017 statistics do not reflect any information for the 41 travel centers Speedway contributed to PFJ Southeast, whereas they are reflected in the same periods of 2016 statistics.
|
(b)
|
Excludes cigarettes.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Midstream third party revenues (in millions)
|
$
|
585
|
|
|
$
|
484
|
|
|
$
|
1,665
|
|
|
$
|
1,324
|
|
Midstream intersegment sales to Refining & Marketing (in millions)
|
$
|
369
|
|
|
$
|
346
|
|
|
$
|
1,076
|
|
|
$
|
911
|
|
Crude oil and refined product pipeline throughputs (mbpd)
(a)
|
3,562
|
|
|
3,113
|
|
|
3,299
|
|
|
2,953
|
|
||||
Average crude oil and refined products tariff rates (dollars per barrel)
(b)
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.62
|
|
|
$
|
0.60
|
|
Terminal throughput (mbpd)
(c)
|
1,496
|
|
|
1,517
|
|
|
1,470
|
|
|
1,510
|
|
||||
Gathering system throughput (MMcf/d)
|
3,729
|
|
|
3,306
|
|
|
3,415
|
|
|
3,313
|
|
||||
Natural gas processed (MMcf/d)
|
6,581
|
|
|
5,906
|
|
|
6,336
|
|
|
5,691
|
|
||||
C2 (ethane) + NGLs (natural gas liquids) fractionated (mbpd)
|
397
|
|
|
348
|
|
|
384
|
|
|
330
|
|
||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.96
|
|
|
$
|
2.80
|
|
|
$
|
3.05
|
|
|
$
|
2.34
|
|
C2 + NGL Pricing ($ per gallon)
(d)
|
$
|
0.66
|
|
|
$
|
0.46
|
|
|
$
|
0.62
|
|
|
$
|
0.44
|
|
(a)
|
On owned common-carrier pipelines and private pipelines contributed to MPLX, excluding equity method investments.
|
(b)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(c)
|
Includes the results of the terminal assets beginning on April 1, 2016, the date the assets became a business.
|
(d)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income from Operations by segment
|
|
|
|
|
|
|
|
|||||||||
Refining & Marketing
|
$
|
1,097
|
|
|
$
|
252
|
|
|
$
|
1,589
|
|
|
$
|
1,191
|
|
|
Speedway
|
209
|
|
|
209
|
|
|
583
|
|
|
569
|
|
|||||
Midstream
(a)
|
355
|
|
|
310
|
|
|
996
|
|
|
752
|
|
|||||
Items not allocated to segments:
|
|
|
|
|
|
|
|
|||||||||
Corporate and other unallocated items
(a)
|
(86
|
)
|
|
(65
|
)
|
|
(251
|
)
|
|
(194
|
)
|
|||||
Pension settlement expenses
|
(1
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|||||
Litigation
(b)
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|||||
Impairments
(c)
|
2
|
|
|
(267
|
)
|
|
21
|
|
|
(486
|
)
|
|||||
Income from operations
|
1,576
|
|
|
435
|
|
|
2,850
|
|
|
1,825
|
|
|||||
Net interest and other financial income (costs)
|
(157
|
)
|
|
(141
|
)
|
|
(465
|
)
|
|
(420
|
)
|
|||||
Income before income taxes
|
$
|
1,419
|
|
|
$
|
294
|
|
|
$
|
2,385
|
|
|
$
|
1,405
|
|
(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.
|
(b)
|
See Note
21
to the unaudited consolidated financial statements for further information on litigation matters.
|
(c)
|
2017 includes MPC’s share of gains related to its investment in the canceled Sandpiper pipeline project. 2016 relates to impairments of goodwill and equity method investments.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(Dollars per barrel)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Chicago LLS 6-3-2-1 crack spread
(a)(b)
|
$
|
12.38
|
|
|
$
|
8.70
|
|
|
$
|
9.34
|
|
|
$
|
7.48
|
|
|
USGC LLS 6-3-2-1 crack spread
(a)
|
12.89
|
|
|
7.66
|
|
|
10.23
|
|
|
6.38
|
|
|||||
Blended 6-3-2-1 crack spread
(a)(c)
|
12.69
|
|
|
8.08
|
|
|
9.87
|
|
|
6.82
|
|
|||||
LLS
|
51.61
|
|
|
46.52
|
|
|
51.72
|
|
|
43.19
|
|
|||||
WTI
|
48.20
|
|
|
44.94
|
|
|
49.36
|
|
|
41.53
|
|
|||||
LLS—WTI crude oil differential
(a)
|
3.42
|
|
|
1.58
|
|
|
2.35
|
|
|
1.66
|
|
|||||
Sweet/Sour crude oil differential
(a)(d)
|
5.42
|
|
|
6.28
|
|
|
5.91
|
|
|
6.65
|
|
(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
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
increased
$5.23
per barrel for the
third
quarter and
$3.85
per barrel for the first
nine
months, which had
positive
impacts on segment income of
$621 million
in the
third
quarter and
$1.26 billion
in the first
nine
months.
|
•
|
The Chicago LLS 6-3-2-1 crack spread
increased
$3.68
per barrel for the
third
quarter and
$1.86
per barrel for the first
nine
months, which had
positive
impacts on segment income of
$302 million
in the
third
quarter and
$427 million
in the first
nine
months.
|
•
|
The sweet/sour crude oil differential
decreased
$0.86
per barrel in the
third
quarter and
$0.74
per barrel for the first
nine
months, which had
negative
impacts on segment income of
$86 million
in the
third
quarter and
$156 million
in the first
nine
months, partially offset by an increase in volume in the first
nine
months.
|
•
|
The LLS-WTI crude oil differential
increased
$1.84
per barrel for the
third
quarter and
$0.69
per barrel for the first
nine
months which had
positive
impacts on segment income of
$83 million
in the
third
quarter and
$67 million
for the first
nine
months.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Refinery Throughputs (thousands of barrels per day):
|
|
|
|
|
|
|
|
||||
Crude oil refined
|
1,845
|
|
|
1,791
|
|
|
1,741
|
|
|
1,708
|
|
Other charge and blendstocks
|
172
|
|
|
135
|
|
|
176
|
|
|
156
|
|
Total
|
2,017
|
|
|
1,926
|
|
|
1,917
|
|
|
1,864
|
|
Sour crude oil throughput percent
|
57
|
|
|
59
|
|
|
61
|
|
|
60
|
|
WTI-priced crude oil throughput percent
|
23
|
|
|
20
|
|
|
20
|
|
|
20
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Refining & Marketing gross margin (dollars per barrel)
(a)(b)
|
$
|
14.14
|
|
|
$
|
10.67
|
|
|
$
|
12.42
|
|
|
$
|
11.11
|
|
Refinery direct operating costs (dollars per barrel):
(c)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
1.20
|
|
|
$
|
1.62
|
|
|
$
|
1.69
|
|
|
$
|
1.72
|
|
Depreciation and amortization
|
1.34
|
|
|
1.42
|
|
|
1.44
|
|
|
1.46
|
|
||||
Other manufacturing
(d)
|
3.83
|
|
|
4.01
|
|
|
4.10
|
|
|
4.03
|
|
||||
Total
|
$
|
6.37
|
|
|
$
|
7.05
|
|
|
$
|
7.23
|
|
|
$
|
7.21
|
|
(a)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(b)
|
Excludes LCM inventory valuation adjustments. Comparable prior period information for gross margin has been recast in connection with the contribution of certain pipeline assets to MPLX on March 1, 2017.
|
(c)
|
Per barrel of total refinery throughputs.
|
(d)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gasoline and distillate sales (millions of gallons)
(a)
|
1,464
|
|
|
1,575
|
|
|
4,332
|
|
|
4,605
|
|
||||
Gasoline & distillate gross margin (dollars per gallon)
(a)(b)(c)
|
$
|
0.1772
|
|
|
$
|
0.1773
|
|
|
$
|
0.1727
|
|
|
$
|
0.1668
|
|
Merchandise gross margin (in millions)
(a)
|
$
|
374
|
|
|
$
|
386
|
|
|
$
|
1,065
|
|
|
$
|
1,085
|
|
Merchandise gross margin percent
(a)
|
28.9
|
%
|
|
28.9
|
%
|
|
28.8
|
%
|
|
28.7
|
%
|
(a)
|
Third quarter and first nine months of 2017 statistics do not reflect any information for the 41 travel centers Speedway contributed to PFJ Southeast, whereas they are reflected in the same periods of 2016 statistics.
|
(b)
|
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.
|
(c)
|
Excludes LCM inventory valuation adjustments.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Net cash provided by (used in):
|
|
|
|
|||||
Operating activities
|
$
|
3,863
|
|
|
$
|
3,002
|
|
|
Investing activities
|
(2,615
|
)
|
|
(2,217
|
)
|
|||
Financing activities
|
(47
|
)
|
|
(1,203
|
)
|
|||
Total
|
$
|
1,201
|
|
|
$
|
(418
|
)
|
•
|
Accounts payable
increased
$566 million
from year-end
2016
, primarily due higher crude oil prices and volumes purchased.
|
•
|
Current receivables
increased
$283 million
from year-end
2016
, primarily due to higher refined product prices slightly offset by lower volumes.
|
•
|
Inventories
decreased
$163 million
from year-end
2016
, primarily due to decreases in refined product and crude inventories.
|
•
|
Accounts payable increased $312 million from year-end 2015, primarily due to higher crude oil prices and higher volumes.
|
•
|
Current receivables increased $209 million from year-end 2015, primarily due to higher refined product and crude oil prices.
|
•
|
Excluding the change in the Company’s LCM inventory valuation reserve of $370 million, inventories decreased $71 million primarily due to a decrease in refined product inventory volumes.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
1,928
|
|
|
$
|
2,147
|
|
|
Asset retirement expenditures
|
1
|
|
|
4
|
|
|||
Decrease in capital accruals
|
(9
|
)
|
|
(169
|
)
|
|||
Total capital expenditures
|
1,920
|
|
|
1,982
|
|
|||
Acquisitions
(a)
|
250
|
|
|
10
|
|
|||
Investments in equity method investees
(b)
|
730
|
|
|
240
|
|
|||
Total capital expenditures and investments
|
$
|
2,900
|
|
|
$
|
2,232
|
|
(a)
|
The
nine
months ended
September 30, 2017
includes the
$220 million
acquisition of the Ozark pipeline. The
nine
months ended September 30, 2016 includes adjustments to the fair values of the property, plant and equipment, intangibles and goodwill acquired in connection with the MarkWest Merger.
|
(b)
|
The
nine
months ended
September 30, 2017
includes an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system. The
nine
months ended
September 30, 2016
excludes an adjustment of
$143 million
to the fair value of equity method investments acquired in connection with the MarkWest Merger.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Refining & Marketing
|
$
|
570
|
|
|
$
|
756
|
|
|
Speedway
|
221
|
|
|
191
|
|
|||
Midstream
(a)
|
2,017
|
|
|
1,179
|
|
|||
Corporate and Other
(b)
|
92
|
|
|
106
|
|
|||
Total
|
$
|
2,900
|
|
|
$
|
2,232
|
|
(a)
|
Includes
$220 million
for the acquisition of the Ozark pipeline and an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system.
|
(b)
|
Includes capitalized interest of
$39 million
and
$47 million
for the
nine
months ended
September 30, 2017
and
2016
, respectively.
|
|
|
Nine Months Ended
September 30, |
||||||
(In millions, except per share data)
|
|
2017
|
|
2016
|
||||
Number of shares repurchased
|
31
|
|
|
4
|
|
|||
Cash paid for shares repurchased
|
$
|
1,622
|
|
|
$
|
177
|
|
|
Effective average cost per delivered share
|
$
|
52.16
|
|
|
$
|
41.14
|
|
|
|
September 30, 2017
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility
(a)
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
|
364 day bank revolving credit facility
|
1,000
|
|
|
—
|
|
|
$
|
1,000
|
|
|||
Trade receivables facility
|
750
|
|
|
—
|
|
|
750
|
|
||||
Total
|
$
|
4,250
|
|
|
$
|
—
|
|
|
$
|
4,250
|
|
|
Cash and cash equivalents
(b)
|
|
|
|
|
$
|
2,085
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
6,335
|
|
(a)
|
Excludes MPLX’s $2.25 billion bank revolving credit facility, which had approximately
$1.8 billion
available as of
September 30, 2017
.
|
(b)
|
Excludes
$3 million
of MPLX cash and cash equivalents.
|
Company
|
Rating Agency
|
Rating
|
MPC
|
Moody’s
|
Baa2 (stable outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB (stable outlook)
|
MPLX
|
Moody’s
|
Baa3 (stable outlook)
|
|
Standard & Poor’s
|
BBB- (stable outlook)
|
|
Fitch
|
BBB- (stable outlook)
|
(In millions)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Debt due within one year
|
$
|
29
|
|
|
$
|
28
|
|
Long-term debt
|
12,753
|
|
|
10,544
|
|
||
Total debt
|
$
|
12,782
|
|
|
$
|
10,572
|
|
Calculation of debt-to-total-capital ratio:
|
|
|
|
||||
Total debt
|
$
|
12,782
|
|
|
$
|
10,572
|
|
Redeemable noncontrolling interest
|
1,000
|
|
|
1,000
|
|
||
Total equity
|
19,802
|
|
|
20,203
|
|
||
Total capital
|
$
|
33,584
|
|
|
$
|
31,775
|
|
Debt-to-total-capital ratio
|
38
|
%
|
|
33
|
%
|
|
|
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, 2017
|
|
|
|
|
|
|
|
|||||||||
Crude
|
$
|
(12
|
)
|
|
$
|
(31
|
)
|
|
$
|
13
|
|
|
$
|
33
|
|
|
Refined products
|
15
|
|
|
37
|
|
|
(15
|
)
|
|
(37
|
)
|
|||||
Embedded derivatives
|
(5
|
)
|
|
(13
|
)
|
|
5
|
|
|
13
|
|
(In millions)
|
|
Fair Value as of September 30, 2017
(a)
|
|
Change in
Fair Value (b) |
|
Change in Net Income for the Three Months Ended September 30, 2017
(c)
|
|||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
13,270
|
|
|
$
|
1,148
|
|
|
n/a
|
|
|
Variable-rate
|
420
|
|
|
n/a
|
|
|
2
|
|
(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
September 30, 2017
.
|
(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
nine
months ended
September 30, 2017
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income from Operations by segment
|
|
|
|
|
|
|
|
||||||||
Refining & Marketing
(a)(b)
|
$
|
1,097
|
|
|
$
|
252
|
|
|
$
|
1,589
|
|
|
$
|
1,191
|
|
Speedway
(b)
|
209
|
|
|
209
|
|
|
583
|
|
|
569
|
|
||||
Midstream
(a)(c)
|
355
|
|
|
310
|
|
|
996
|
|
|
752
|
|
||||
Items not allocated to segments:
|
|
|
|
|
|
|
|
||||||||
Corporate and other unallocated items
(a)(c)
|
(86
|
)
|
|
(65
|
)
|
|
(251
|
)
|
|
(194
|
)
|
||||
Pension settlement expenses
|
(1
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(7
|
)
|
||||
Litigation
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
||||
Impairments
(d)
|
2
|
|
|
(267
|
)
|
|
21
|
|
|
(486
|
)
|
||||
Income from operations
|
$
|
1,576
|
|
|
$
|
435
|
|
|
$
|
2,850
|
|
|
$
|
1,825
|
|
Capital Expenditures and Investments
(e)
|
|
|
|
|
|
|
|
||||||||
Refining & Marketing
|
$
|
198
|
|
|
$
|
251
|
|
|
$
|
570
|
|
|
$
|
756
|
|
Speedway
|
108
|
|
|
71
|
|
|
221
|
|
|
191
|
|
||||
Midstream
(f)
|
453
|
|
|
410
|
|
|
2,017
|
|
|
1,179
|
|
||||
Corporate and Other
(g)
|
32
|
|
|
29
|
|
|
92
|
|
|
106
|
|
||||
Total
|
$
|
791
|
|
|
$
|
761
|
|
|
$
|
2,900
|
|
|
$
|
2,232
|
|
(a)
|
We revised our operating segment presentation in the first quarter of 2017 in connection with the contribution of certain terminal, pipeline and storage assets to MPLX. The operating results for these assets, which were previously included in the Refining & Marketing segment, are now included in the Midstream segment. Comparable prior period information has been recast to reflect our revised presentation. The results for the pipeline and storage assets were recast effective January 1, 2015, and the results for the terminal assets were recast effective April 1, 2016. Prior to these dates, these assets were not considered businesses and, therefore, there are no financial results from which to recast segment results.
|
(b)
|
The Refining & Marketing and Speedway segments include inventory LCM benefits of
$345 million
and
$25 million
, respectively, for the
nine
months ended
September 30, 2016
.
|
(c)
|
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.
|
(d)
|
2017 includes MPC’s share of gains related to the sale of assets remaining from the Sandpiper pipeline project. 2016 relates to impairments of goodwill and equity method investments.
|
(e)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(f)
|
The
nine
months ended
September 30, 2017
includes
$220 million
for the acquisition of the Ozark pipeline and an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system.
|
(g)
|
Includes capitalized interest of
$13 million
and
$15 million
for the three months ended
September 30, 2017
and
2016
, respectively, and
$39 million
and
$47 million
for the
nine
months ended
September 30, 2017
and
2016
, respectively.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
MPC Consolidated Refined Product Sales Volumes (mbpd)
(a)
|
2,357
|
|
|
2,316
|
|
|
2,272
|
|
|
2,274
|
|
||||
Refining & Marketing Operating Statistics
|
|
|
|
|
|
|
|
||||||||
Refining & Marketing refined product sales volume (mbpd)
(b)
|
2,357
|
|
|
2,307
|
|
|
2,263
|
|
|
2,265
|
|
||||
Refining & Marketing gross margin (dollars per barrel)
(c)(d)
|
$
|
14.14
|
|
|
$
|
10.67
|
|
|
$
|
12.42
|
|
|
$
|
11.11
|
|
Crude oil capacity utilization percent
(e)
|
102
|
|
|
100
|
|
|
96
|
|
|
95
|
|
||||
Refinery throughputs (mbpd):
(f)
|
|
|
|
|
|
|
|
||||||||
Crude oil refined
|
1,845
|
|
|
1,791
|
|
|
1,741
|
|
|
1,708
|
|
||||
Other charge and blendstocks
|
172
|
|
|
135
|
|
|
176
|
|
|
156
|
|
||||
Total
|
2,017
|
|
|
1,926
|
|
|
1,917
|
|
|
1,864
|
|
||||
Sour crude oil throughput percent
|
57
|
|
|
59
|
|
|
61
|
|
|
60
|
|
||||
WTI-priced crude oil throughput percent
|
23
|
|
|
20
|
|
|
20
|
|
|
20
|
|
||||
Refined product yields (mbpd):
(f)
|
|
|
|
|
|
|
|
||||||||
Gasoline
|
939
|
|
|
907
|
|
|
910
|
|
|
908
|
|
||||
Distillates
|
673
|
|
|
647
|
|
|
627
|
|
|
616
|
|
||||
Propane
|
38
|
|
|
38
|
|
|
35
|
|
|
35
|
|
||||
Feedstocks and special products
|
298
|
|
|
253
|
|
|
285
|
|
|
245
|
|
||||
Heavy fuel oil
|
45
|
|
|
43
|
|
|
36
|
|
|
36
|
|
||||
Asphalt
|
67
|
|
|
70
|
|
|
64
|
|
|
58
|
|
||||
Total
|
2,060
|
|
|
1,958
|
|
|
1,957
|
|
|
1,898
|
|
||||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
1.20
|
|
|
$
|
1.62
|
|
|
$
|
1.69
|
|
|
$
|
1.72
|
|
Depreciation and amortization
|
1.34
|
|
|
1.42
|
|
|
1.44
|
|
|
1.46
|
|
||||
Other manufacturing
(h)
|
3.83
|
|
|
4.01
|
|
|
4.10
|
|
|
4.03
|
|
||||
Total
|
$
|
6.37
|
|
|
$
|
7.05
|
|
|
$
|
7.23
|
|
|
$
|
7.21
|
|
Refining & Marketing Operating Statistics By Region - Gulf Coast
|
|
|
|
|
|
|
|
||||||||
Refinery throughputs (mbpd):
(i)
|
|
|
|
|
|
|
|
||||||||
Crude oil refined
|
1,123
|
|
|
1,073
|
|
|
1,041
|
|
|
1,057
|
|
||||
Other charge and blendstocks
|
217
|
|
|
185
|
|
|
219
|
|
|
199
|
|
||||
Total
|
1,340
|
|
|
1,258
|
|
|
1,260
|
|
|
1,256
|
|
||||
Sour crude oil throughput percent
|
69
|
|
|
72
|
|
|
75
|
|
|
73
|
|
||||
WTI-priced crude oil throughput percent
|
14
|
|
|
8
|
|
|
10
|
|
|
7
|
|
||||
Refined product yields (mbpd):
(i)
|
|
|
|
|
|
|
|
||||||||
Gasoline
|
538
|
|
|
511
|
|
|
525
|
|
|
530
|
|
||||
Distillates
|
438
|
|
|
411
|
|
|
393
|
|
|
407
|
|
||||
Propane
|
25
|
|
|
27
|
|
|
25
|
|
|
26
|
|
||||
Feedstocks and special products
|
326
|
|
|
289
|
|
|
310
|
|
|
283
|
|
||||
Heavy fuel oil
|
31
|
|
|
30
|
|
|
24
|
|
|
24
|
|
||||
Asphalt
|
19
|
|
|
17
|
|
|
17
|
|
|
15
|
|
||||
Total
|
1,377
|
|
|
1,285
|
|
|
1,294
|
|
|
1,285
|
|
||||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
0.90
|
|
|
$
|
2.05
|
|
|
$
|
1.86
|
|
|
$
|
1.87
|
|
Depreciation and amortization
|
1.05
|
|
|
1.14
|
|
|
1.15
|
|
|
1.13
|
|
||||
Other manufacturing
(h)
|
3.52
|
|
|
3.70
|
|
|
3.81
|
|
|
3.62
|
|
||||
Total
|
$
|
5.47
|
|
|
$
|
6.89
|
|
|
$
|
6.82
|
|
|
$
|
6.62
|
|
|
|
|
|
|
|
|
|
Supplementary Statistics (Unaudited)
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Refining & Marketing Operating Statistics By Region – Midwest
|
|
|
|
|
|
|
|
||||||||
Refinery throughputs (mbpd):
(i)
|
|
|
|
|
|
|
|
||||||||
Crude oil refined
|
722
|
|
|
718
|
|
|
700
|
|
|
651
|
|
||||
Other charge and blendstocks
|
35
|
|
|
39
|
|
|
31
|
|
|
37
|
|
||||
Total
|
757
|
|
|
757
|
|
|
731
|
|
|
688
|
|
||||
Sour crude oil throughput percent
|
38
|
|
|
39
|
|
|
41
|
|
|
39
|
|
||||
WTI-priced crude oil throughput percent
|
38
|
|
|
39
|
|
|
34
|
|
|
41
|
|
||||
Refined product yields (mbpd):
(i)
|
|
|
|
|
|
|
|
||||||||
Gasoline
|
401
|
|
|
396
|
|
|
385
|
|
|
378
|
|
||||
Distillates
|
235
|
|
|
236
|
|
|
234
|
|
|
209
|
|
||||
Propane
|
14
|
|
|
13
|
|
|
11
|
|
|
11
|
|
||||
Feedstocks and special products
|
50
|
|
|
51
|
|
|
47
|
|
|
40
|
|
||||
Heavy fuel oil
|
15
|
|
|
13
|
|
|
13
|
|
|
12
|
|
||||
Asphalt
|
48
|
|
|
53
|
|
|
47
|
|
|
43
|
|
||||
Total
|
763
|
|
|
762
|
|
|
737
|
|
|
693
|
|
||||
Refinery direct operating costs (dollars per barrel):
(g)
|
|
|
|
|
|
|
|
||||||||
Planned turnaround and major maintenance
|
$
|
1.60
|
|
|
$
|
0.72
|
|
|
$
|
1.22
|
|
|
$
|
1.26
|
|
Depreciation and amortization
|
1.72
|
|
|
1.72
|
|
|
1.80
|
|
|
1.90
|
|
||||
Other manufacturing
(h)
|
3.96
|
|
|
4.04
|
|
|
4.19
|
|
|
4.29
|
|
||||
Total
|
$
|
7.28
|
|
|
$
|
6.48
|
|
|
$
|
7.21
|
|
|
$
|
7.45
|
|
Speedway Operating Statistics
(j)
|
|
|
|
|
|
|
|
||||||||
Convenience stores at period-end
|
2,734
|
|
|
2,773
|
|
|
|
|
|
||||||
Gasoline and distillate sales (millions of gallons)
|
1,464
|
|
|
1,575
|
|
|
4,332
|
|
|
4,605
|
|
||||
Gasoline and distillate gross margin (dollars per gallon)
(k)
|
$
|
0.1772
|
|
|
$
|
0.1773
|
|
|
$
|
0.1727
|
|
|
$
|
0.1668
|
|
Merchandise sales (in millions)
|
$
|
1,295
|
|
|
$
|
1,338
|
|
|
$
|
3,693
|
|
|
$
|
3,777
|
|
Merchandise gross margin (in millions)
|
$
|
374
|
|
|
$
|
386
|
|
|
$
|
1,065
|
|
|
$
|
1,085
|
|
Merchandise gross margin percent
|
28.9
|
%
|
|
28.9
|
%
|
|
28.8
|
%
|
|
28.7
|
%
|
||||
Same store gasoline sales volume (period over period)
|
(3.1
|
%)
|
|
(0.6
|
%)
|
|
(1.6
|
%)
|
|
0.2
|
%
|
||||
Same store merchandise sales (period over period)
(l)
|
0.3
|
%
|
|
4.0
|
%
|
|
1.5
|
%
|
|
3.0
|
%
|
||||
Midstream Operating Statistics
|
|
|
|
|
|
|
|
||||||||
Crude oil and refined product pipeline throughputs (mbpd)
(m)
|
3,562
|
|
|
3,113
|
|
|
3,299
|
|
|
2,953
|
|
||||
Terminal throughput (mbpd)
(n)
|
1,496
|
|
|
1,517
|
|
|
1,470
|
|
|
1,510
|
|
||||
Gathering system throughput (MMcf/d)
(o)
|
3,729
|
|
|
3,306
|
|
|
3,415
|
|
|
3,313
|
|
||||
Natural gas processed (MMcf/d)
(o)
|
6,581
|
|
|
5,906
|
|
|
6,336
|
|
|
5,691
|
|
||||
C2 (ethane) + NGLs (natural gas liquids) fractionated (mbpd)
(o)
|
397
|
|
|
348
|
|
|
384
|
|
|
330
|
|
(a)
|
Total average daily volumes of refined product sales to wholesale, branded and retail customers.
|
(b)
|
Includes intersegment sales.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(d)
|
Excludes LCM inventory valuation adjustments. Comparable prior period information for gross margin has been recast in connection with the contribution of certain pipeline assets to MPLX on March 1, 2017.
|
(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
80
mbpd and
89
mbpd for the three months ended
September 30, 2017
and
2016
, respectively, and
74
mbpd and
80
mbpd for the
nine
months ended
September 30, 2017
and
2016
, 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)
|
Third quarter and year-to-date 2017 operating statistics do not reflect any information for the 41 travel centers contributed to PFJ Southeast, whereas they are reflected in the third quarter and year-to-date 2016 operating statistics.
|
(k)
|
Excludes LCM inventory valuation adjustments. The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees, divided by gasoline and distillate sales volume.
|
(l)
|
Excludes cigarettes.
|
(m)
|
Includes common-carrier pipelines and private pipelines contributed to MPLX, excluding equity method investments.
|
(n)
|
Includes the results of the terminal assets contributed to MPLX from the date the assets became a business, April 1, 2016.
|
(o)
|
Includes amounts related to unconsolidated equity method investments on a 100 percent basis.
|
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) |
||||||
07/01/17-07/31/17
|
1,494
|
|
|
$
|
55.07
|
|
|
—
|
|
|
$
|
4,394,094,425
|
|
|
08/01/17-08/31/17
|
297
|
|
|
56.36
|
|
|
—
|
|
|
4,394,094,425
|
|
|||
09/01/17-09/30/17
|
8,404,202
|
|
|
53.85
|
|
|
8,402,789
|
|
|
3,941,635,450
|
|
|||
Total
|
8,405,993
|
|
|
53.85
|
|
|
8,402,789
|
|
|
|
(a)
|
The amounts in this column include
1,494
shares,
297
shares and
1,413
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 May 31, 2017, we announced that our board of directors had approved a
$3.0 billion
share repurchase authorization and extended the remaining balance under the previous repurchase authorization announced on July 30, 2015, with both such outstanding authorizations having no expiration date. These authorizations, together with prior authorizations, result in a total of $13.0 billion of share repurchase authorizations since January 1, 2012.
|
•
|
The MPLX Plan applies to certain senior executives who provide services to the Partnership, the Corporation or any of their respective subsidiaries or affiliates.
|
•
|
A participant is generally entitled to receive benefits under the MPLX Plan if within two years following a Partnership Change in Control (as defined in the MPLX Plan), the participant’s employment is terminated without cause or for good reason, with good reason generally being defined in the MPLX Plan as a reduction in the participant’s roles, responsibilities, pay or benefits or the participant is required to relocate more than 50 miles from his or her current location. However, benefits are not payable if the termination is for cause or due to mandatory retirement, death, disability or resignation (other than for good reason) by the participant.
|
•
|
In addition to any earned but unpaid salary, a lump sum cash amount equal to the value of the participant’s unused vacation days and any normal post-termination compensation and benefits under the retirement, insurance and other compensation and benefit plans in which the participant participates, upon a Partnership Change in Control and Qualified Termination (as defined in the MPLX Plan), participants are eligible to receive: (i) a cash payment equal to three times the sum of the participant’s base salary and the highest bonus paid in the three years before the Qualified Termination or, if higher, in the three years before the Partnership Change in Control; (ii) life and health insurance benefits for up to 36 months after termination at the active employee cost; (iii) benefits that are equivalent to the retiree medical and life benefit provided under the MPC Plan; and (iv) a cash payment that is equivalent to the supplemental retirement benefit and supplemental savings benefit provided under the MPC Plan.
|
•
|
Participants who incur a Qualified Termination or who separate from service with all of the Partnership, the General Partner and any applicable buyer or successor entity within two years after the Partnership Change in Control under circumstances that would have resulted in a Qualified Termination had such separation occurred at the time of the Partnership Change in Control and participants who remain in service with the Corporation (and its affiliates) following the Partnership Change in Control may become eligible for the following benefits: (i) all Partnership equity awards that vest based solely upon the passage of time will be become vested and exercisable; and (ii) all Partnership equity awards that vest based on the attainment of performance goals will become vested as to the entire award with payment as follows (a) with respect to the period prior to the Partnership Change in Control (“Pre-CiC Period”), the award will be determined using actual performance during the Pre-CiC Period; and (b) with respect to the period after the Partnership Change in Control, the award will be determined assuming performance goals were satisfied at target levels. Participants who incur a Qualified Termination and participants who remain in or commence services with the Partnership, General Partner or any applicable buyer or successor entity (or any of their affiliates) following the Partnership Change in Control are eligible for the following benefits: (i) all Corporation equity awards will become vested and exercisable; (ii) the vesting of any Corporation equity awards that otherwise would vest based on the attainment of performance goals shall remain subject to the attainment of applicable performance goals at the end of the regularly scheduled performance period.
|
•
|
The Corporation and the General Partner may at any time amend or terminate the MPLX Plan, provided that, for a period of two years following a Partnership Change in Control, the MPLX Plan may not be amended in a manner adverse to a participant with respect to that Partnership Change in Control. Any amendment or termination shall be set out in an instrument in writing and executed by an appropriate officer.
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC File
No.
|
|
|||
|
|
8-K
|
|
3.1
|
|
6/22/2011
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
3.1
|
|
6/5/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
7/27/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.2
|
|
7/27/2017
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.3
|
|
7/27/2017
|
|
001-35054
|
|
|
|
|
||
|
|
|
|
|
|
|
|
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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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October 30, 2017
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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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MARATHON PETROLEUM CORPORATION
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||
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/s/ David R. Sauber
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By:
Its:
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MPLX GP LLC
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/s/ Gary R. Heminger
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By:
Its:
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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.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
|
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;
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(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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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
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(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.
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Date:
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October 30, 2017
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/s/ Gary R. Heminger
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Gary R. Heminger
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|
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Chairman of the Board and Chief Executive Officer
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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:
|
October 30, 2017
|
|
/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
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
October 30, 2017
|
|
|
|
/s/ Gary R. Heminger
|
|
Gary R. Heminger
|
|
Chairman of the Board 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.
|
October 30, 2017
|
|
|
|
/s/ Timothy T. Griffith
|
|
Timothy T. Griffith
|
|
Senior Vice President and Chief Financial Officer
|
|