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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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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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ATB
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Articulated tug barges
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barrel
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One stock tank barrel, or 42 United States gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons.
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bcf/d
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One billion cubic feet per day
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EBITDA
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Earnings Before Interest, Tax, Depreciation and Amortization, a non-GAAP financial measure
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EPA
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United States Environmental Protection Agency
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FASB
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Financial Accounting Standards Board
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GAAP
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Accounting principles generally accepted in the United States
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IDR
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Incentive Distribution Right
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LCM
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Lower of cost or market
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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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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
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Renewable Identification Number
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SEC
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United States Securities and Exchange Commission
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TCJA
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Tax Cuts and Jobs Act
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ULSD
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Ultra-low sulfur diesel
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USGC
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U.S. Gulf Coast
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VIE
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Variable interest entity
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WTI
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West Texas Intermediate crude oil, an oil index benchmark price
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Three Months Ended
March 31, |
||||||
(In millions, except per share data)
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2018
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2017
|
||||
Revenues and other income:
|
|
|
|
||||
Sales and other operating revenues
(a)
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$
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18,694
|
|
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$
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16,134
|
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Sales to related parties
|
172
|
|
|
154
|
|
||
Income from equity method investments
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86
|
|
|
57
|
|
||
Net gain on disposal of assets
|
2
|
|
|
5
|
|
||
Other income
|
30
|
|
|
43
|
|
||
Total revenues and other income
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18,984
|
|
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16,393
|
|
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Costs and expenses:
|
|
|
|
||||
Cost of revenues (excludes items below)
(a)
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17,370
|
|
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14,946
|
|
||
Purchases from related parties
|
141
|
|
|
122
|
|
||
Depreciation and amortization
|
528
|
|
|
536
|
|
||
Selling, general and administrative expenses
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402
|
|
|
390
|
|
||
Other taxes
|
103
|
|
|
108
|
|
||
Total costs and expenses
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18,544
|
|
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16,102
|
|
||
Income from operations
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440
|
|
|
291
|
|
||
Net interest and other financial costs
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183
|
|
|
149
|
|
||
Income before income taxes
|
257
|
|
|
142
|
|
||
Provision for income taxes
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22
|
|
|
41
|
|
||
Net income
|
235
|
|
|
101
|
|
||
Less net income attributable to:
|
|
|
|
||||
Redeemable noncontrolling interest
|
16
|
|
|
16
|
|
||
Noncontrolling interests
|
182
|
|
|
55
|
|
||
Net income attributable to MPC
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$
|
37
|
|
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$
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30
|
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Per Share Data (See Note 8)
|
|
|
|
||||
Basic:
|
|
|
|
||||
Net income attributable to MPC per share
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$
|
0.08
|
|
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$
|
0.06
|
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Weighted average shares outstanding
|
476
|
|
|
525
|
|
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Diluted:
|
|
|
|
||||
Net income attributable to MPC per share
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$
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0.08
|
|
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$
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0.06
|
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Weighted average shares outstanding
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480
|
|
|
530
|
|
||
Dividends paid
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$
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0.46
|
|
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$
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0.36
|
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(a)
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The 2018 period reflects an election to present certain taxes on a net basis. See Notes
2
and
3
for further information.
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Three Months Ended
March 31, |
||||||
(In millions)
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2018
|
|
2017
|
||||
Net income
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$
|
235
|
|
|
$
|
101
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
||||
Actuarial changes, net of tax of $3 and $3
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7
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4
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|
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Prior service costs, net of tax of ($2) and ($
4)
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(7
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)
|
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(7
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)
|
||
Other, net of tax of ($1) and
$0
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(2
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)
|
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—
|
|
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Other comprehensive loss
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(2
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)
|
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(3
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)
|
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Comprehensive income
|
233
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|
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98
|
|
||
Less comprehensive income attributable to:
|
|
|
|
||||
Redeemable noncontrolling interest
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16
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|
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16
|
|
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Noncontrolling interests
|
182
|
|
|
55
|
|
||
Comprehensive income attributable to MPC
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$
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35
|
|
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$
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27
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(In millions, except share data)
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March 31,
2018 |
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December 31,
2017 |
||||
Assets
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|
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|
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Current assets:
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|
||||
Cash and cash equivalents (MPLX: $2 and $5, respectively)
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$
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4,653
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$
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3,011
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Receivables, less allowance for doubtful accounts of $10 and $1
1 (MPLX: $322 and $299, respectively)
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4,613
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4,695
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Inventories (MPLX: $64 and $65, respectively)
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5,111
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5,550
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|
||
Other current assets (MPLX: $26 and $29, respectively)
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148
|
|
|
145
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|
||
Total current assets
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14,525
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|
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13,401
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|
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Equity method investments (MPLX: $4,033 and $4,010, respectively)
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4,817
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4,787
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Property, plant and equipment, net (MPLX: $13,291 and $12,187, respectively)
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26,618
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26,443
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|
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Goodwill (MPLX: $2,460 and $2,245, respectively)
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3,586
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3,586
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|
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Other noncurrent assets (MPLX: $472 and $479, respectively)
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818
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830
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|
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Total assets
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$
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50,364
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$
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49,047
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Liabilities
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|
||||
Current liabilities:
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Accounts payable (MPLX: $543 and $621, respectively)
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$
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7,066
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$
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8,297
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Payroll and benefits payable (MPLX: $2 and $1, respectively)
|
337
|
|
|
591
|
|
||
Accrued taxes (MPLX: $34 and $38, respectively)
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639
|
|
|
670
|
|
||
Debt due within one year (MPLX: $1 and $1, respectively)
|
26
|
|
|
624
|
|
||
Other current liabilities (MPLX: $138 and $130, respectively)
|
304
|
|
|
296
|
|
||
Total current liabilities
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8,372
|
|
|
10,478
|
|
||
Long-term debt (MPLX: $11,861 and $6,945, respectively)
|
17,232
|
|
|
12,322
|
|
||
Deferred income taxes (MPLX: $10 and $5, respectively)
|
3,120
|
|
|
2,654
|
|
||
Defined benefit postretirement plan obligations
|
1,126
|
|
|
1,099
|
|
||
Deferred credits and other liabilities (MPLX: $232 and $230, respectively)
|
651
|
|
|
666
|
|
||
Total liabilities
|
30,501
|
|
|
27,219
|
|
||
Commitments and contingencies (see Note 22)
|
|
|
|
||||
Redeemable noncontrolling interest
|
1,000
|
|
|
1,000
|
|
||
Equity
|
|
|
|
||||
MPC stockholders’ equity:
|
|
|
|
||||
Preferred stock, no shares issued and outstanding (par value 0.01 per share, 30 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued – 734 million and 734 million shares (par value 0.01 per share, 1 billion shares authorized
)
|
7
|
|
|
7
|
|
||
Held in treasury, at cost – 267 million and 248 million shar
es
|
(11,200
|
)
|
|
(9,869
|
)
|
||
Additional paid-in capital
|
13,669
|
|
|
11,262
|
|
||
Retained earnings
|
12,745
|
|
|
12,864
|
|
||
Accumulated other comprehensive loss
|
(233
|
)
|
|
(231
|
)
|
||
Total MPC stockholders’ equity
|
14,988
|
|
|
14,033
|
|
||
Noncontrolling interests
|
3,875
|
|
|
6,795
|
|
||
Total equity
|
18,863
|
|
|
20,828
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
50,364
|
|
|
$
|
49,047
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
235
|
|
|
$
|
101
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs and debt discount
|
18
|
|
|
15
|
|
||
Depreciation and amortization
|
528
|
|
|
536
|
|
||
Pension and other postretirement benefits, net
|
32
|
|
|
27
|
|
||
Deferred income taxes
|
(19
|
)
|
|
(5
|
)
|
||
Net gain on disposal of assets
|
(2
|
)
|
|
(5
|
)
|
||
Income from equity method investmen
ts
|
(86
|
)
|
|
(57
|
)
|
||
Distributions from equity method investments
|
89
|
|
|
56
|
|
||
Changes in the fair value of derivative instruments
|
(14
|
)
|
|
28
|
|
||
Changes in:
|
|
|
|
||||
Current receivables
|
96
|
|
|
333
|
|
||
Inventories
|
440
|
|
|
264
|
|
||
Current accounts payable and accrued liabilities
|
(1,455
|
)
|
|
(215
|
)
|
||
All other, net
|
1
|
|
|
30
|
|
||
Net cash provided by (used in) operating activities
|
(137
|
)
|
|
1,108
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(755
|
)
|
|
(610
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(220
|
)
|
||
Disposal of assets
|
7
|
|
|
2
|
|
||
Investments – acquisitions, loans and contributions
|
(41
|
)
|
|
(566
|
)
|
||
– redemptions, repayments and return of capital
|
—
|
|
|
20
|
|
||
All other, net
|
11
|
|
|
21
|
|
||
Net cash used in investing activities
|
(778
|
)
|
|
(1,353
|
)
|
||
Financing activities:
|
|
|
|
||||
Commercial paper – issued
|
—
|
|
|
300
|
|
||
– repayments
|
—
|
|
|
(300
|
)
|
||
Long-term debt – borrowings
|
9,610
|
|
|
2,241
|
|
||
– repayments
|
(5,264
|
)
|
|
(207
|
)
|
||
Debt issuance costs
|
(53
|
)
|
|
(21
|
)
|
||
Issuance of common stock
|
12
|
|
|
10
|
|
||
Common stock repurchased
|
(1,327
|
)
|
|
(420
|
)
|
||
Dividends paid
|
(219
|
)
|
|
(190
|
)
|
||
Issuance of MPLX LP common units
|
—
|
|
|
148
|
|
||
Distributions to noncontrolling interests
|
(195
|
)
|
|
(158
|
)
|
||
Contributions from noncontrolling interests
|
1
|
|
|
126
|
|
||
All other, net
|
(8
|
)
|
|
(6
|
)
|
||
Net cash provided by financing activi
ties
|
2,557
|
|
|
1,523
|
|
||
Net increase in cash, cash equivalents and restricte
d cash
|
1,642
|
|
|
1,278
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
3,015
|
|
|
892
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
4,657
|
|
|
$
|
2,170
|
|
|
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, 2016
|
$
|
7
|
|
|
$
|
(7,482
|
)
|
|
$
|
11,060
|
|
|
$
|
10,206
|
|
|
$
|
(234
|
)
|
|
$
|
6,646
|
|
|
$
|
20,203
|
|
|
$
|
1,000
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
55
|
|
|
85
|
|
|
16
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
(190
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|
(16
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
126
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
(3
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
114
|
|
|
—
|
|
||||||||
Balance as of March 31, 2017
|
$
|
7
|
|
|
$
|
(7,905
|
)
|
|
$
|
11,159
|
|
|
$
|
10,046
|
|
|
$
|
(237
|
)
|
|
$
|
6,727
|
|
|
$
|
19,797
|
|
|
$
|
1,000
|
|
Balance as of December 31, 2017
|
$
|
7
|
|
|
$
|
(9,869
|
)
|
|
$
|
11,262
|
|
|
$
|
12,864
|
|
|
$
|
(231
|
)
|
|
$
|
6,795
|
|
|
$
|
20,828
|
|
|
$
|
1,000
|
|
Cumulative effect of adopting new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
1
|
|
|
64
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
182
|
|
|
219
|
|
|
16
|
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
(179
|
)
|
|
(16
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
(1,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,327
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
—
|
|
|
(4
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
24
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX LP
|
—
|
|
|
—
|
|
|
2,380
|
|
|
—
|
|
|
—
|
|
|
(2,926
|
)
|
|
(546
|
)
|
|
—
|
|
||||||||
Balance as of March 31, 2018
|
$
|
7
|
|
|
$
|
(11,200
|
)
|
|
$
|
13,669
|
|
|
$
|
12,745
|
|
|
$
|
(233
|
)
|
|
$
|
3,875
|
|
|
$
|
18,863
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
(Shares in millions)
|
Common
Stock |
|
Treasury
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2016
|
731
|
|
|
(203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
—
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of March 31, 2017
|
731
|
|
|
(212
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of December 31, 2017
|
734
|
|
|
(248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shares repurchased
|
—
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of March 31, 2018
|
734
|
|
|
(267
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Refining & Marketing - The vast majority of our Refining & Marketing contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the delivered product, the customer accepts the product and the customer has significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components.
|
•
|
Speedway - Revenue is recognized when our customers receive control of the transportation fuels or merchandise. Payments from customers are received at the time sales occur in cash or by credit or debit card. Speedway offers a loyalty rewards program to its customers. We defer a minor portion of revenue on sales to the loyalty program participants until the participants redeem their rewards. The related contract liability, as defined in the standard, is not material to our financial statements.
|
•
|
Midstream - Midstream revenue transactions typically are defined by contracts under which we sell a product or provide a service. Revenues from sales of product are recognized when control of the product transfers to the customer. Revenues from sales of services are recognized over time when the performance obligation is satisfied as services are provided in a series. We have elected to use the output measure of progress to recognize revenue based on the units delivered, processed or transported. The transaction price in our Midstream contracts often has both fixed components, related to minimum volume commitments, and variable components which are primarily dependent on volumes. Variable consideration will generally not be estimated at contract inception as the transaction price is specifically allocable to the services provided each period end.
|
•
|
a reduction of “Sales and other operating revenues” of
$1.25 billion
for the
three
months ended
March 31, 2018
due to our accounting policy election to present taxes incurred concurrently with revenue producing transactions and collected on behalf of our customers on a net basis. For the
three
months ended
March 31, 2017
, taxes are reflected on a gross basis in “Sales and other operating revenues” and “Cost of revenues”, and include
$1.20 billion
of taxes that are now subject to our net basis accounting policy election.
|
•
|
an increase to both “Sales and other operating revenues” and “Cost of revenues” of
$117 million
for the
three
months ended
March 31, 2018
related to certain Midstream contract provisions for third party reimbursements, noncash consideration and imbalances that require gross presentation under ASC 606. Comparative information continues to be reported under the accounting standards in effect for those periods.
|
ASU
|
|
|
Effective Date
|
2017-09
|
Stock Compensation - Scope of Modification Accounting
|
|
January 1, 2018
|
2017-07
|
Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Cost
|
|
January 1, 2018
|
2017-05
|
Gains and Losses from the Derecognition of Nonfinancial Assets - Clarifying the Scope of Asset Derecognition Guidance
|
|
January 1, 2018
|
2017-01
|
Business Combinations - Clarifying the Definition of a Business
|
|
January 1, 2018
|
2016-18
|
Statement of Cash Flows - Restricted Cash
|
|
January 1, 2018
|
2016-15
|
Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments
|
|
January 1, 2018
|
2016-01
|
Financial Instruments - Recognition and Measurement of Financial Assets and Liabilities
|
|
January 1, 2018
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Increase due to the issuance of MPLX LP common units to the public
|
$
|
4
|
|
|
$
|
10
|
|
Increase due to the issuance of MPLX LP common units and general partner units to MPC
|
1,114
|
|
|
96
|
|
||
Increase due to GP/IDR Exchange
|
1,808
|
|
|
—
|
|
||
Increase in MPC's additional paid-in capital
|
2,926
|
|
|
106
|
|
||
Tax impact
|
(546
|
)
|
|
(34
|
)
|
||
Increase in MPC's additional paid-in capital, net of tax
|
$
|
2,380
|
|
|
$
|
72
|
|
•
|
Crowley Blue Water Partners, in which we have a
50 percent
indirect noncontrolling interest. Crowley Blue Water Partners owns and operates three Jones Act ATB vessels.
|
•
|
Crowley Ocean Partners, in which we have a
50 percent
indirect noncontrolling interest. Crowley Ocean Partners owns and operates Jones Act product tankers.
|
•
|
Illinois Extension Pipeline Company, 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
81 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
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
PFJ Southeast
|
$
|
169
|
|
|
$
|
151
|
|
Other equity method investees
|
3
|
|
|
3
|
|
||
Total
|
$
|
172
|
|
|
$
|
154
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
MarkWest Utica EMG
|
$
|
4
|
|
|
$
|
4
|
|
Ohio Gathering
|
4
|
|
|
4
|
|
||
Sherwood Midstream
|
3
|
|
|
1
|
|
||
Other equity method investees
|
2
|
|
|
2
|
|
||
Total
|
$
|
13
|
|
|
$
|
11
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Crowley Blue Water Partners
|
$
|
16
|
|
|
$
|
14
|
|
Crowley Ocean Partners
|
20
|
|
|
19
|
|
||
Illinois Extension Pipeline
|
24
|
|
|
25
|
|
||
LOCAP
|
4
|
|
|
5
|
|
||
LOOP
|
17
|
|
|
13
|
|
||
TAAE
|
19
|
|
|
8
|
|
||
TACE
|
8
|
|
|
16
|
|
||
TAME
|
20
|
|
|
17
|
|
||
Other equity method investees
|
13
|
|
|
5
|
|
||
Total
|
$
|
141
|
|
|
$
|
122
|
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
PFJ Southeast
|
$
|
30
|
|
|
$
|
28
|
|
Sherwood Midstream Holdings
|
15
|
|
|
—
|
|
||
Other equity method investees
|
7
|
|
|
8
|
|
||
Total
|
$
|
52
|
|
|
$
|
36
|
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Illinois Extension Pipeline
|
$
|
7
|
|
|
$
|
8
|
|
LOOP
|
2
|
|
|
3
|
|
||
MarkWest Utica EMG
|
20
|
|
|
29
|
|
||
Ohio Gathering
|
1
|
|
|
9
|
|
||
Sherwood Midstream
|
11
|
|
|
8
|
|
||
Other equity method investees
|
10
|
|
|
12
|
|
||
Total
|
$
|
51
|
|
|
$
|
69
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Revenues and other income
|
$
|
1,132
|
|
|
$
|
1,027
|
|
Income from operations
|
73
|
|
|
82
|
|
||
Net income
|
71
|
|
|
81
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2018
|
|
2017
|
||||
Basic earnings per share:
|
|
|
|
||||
Allocation of earnings:
|
|
|
|
||||
Net income attributable to MPC
|
$
|
37
|
|
|
$
|
30
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
||
Income available to common stockholders – basic
|
$
|
37
|
|
|
$
|
30
|
|
Weighted average common shares outstanding
|
476
|
|
|
525
|
|
||
Basic earnings per share
|
$
|
0.08
|
|
|
$
|
0.06
|
|
Diluted earnings per share:
|
|
|
|
||||
Allocation of earnings:
|
|
|
|
||||
Net income attributable to MPC
|
$
|
37
|
|
|
$
|
30
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
||
Income available to common stockholders – diluted
|
$
|
37
|
|
|
$
|
30
|
|
Weighted average common shares outstanding
|
476
|
|
|
525
|
|
||
Effect of dilutive securities
|
4
|
|
|
5
|
|
||
Weighted average common shares, including dilutive effect
|
480
|
|
|
530
|
|
||
Diluted earnings per share
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
Three Months Ended
March 31, |
||||
(In millions)
|
2018
|
|
2017
|
||
Shares issued under stock-based compensation plans
|
—
|
|
|
2
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2018
|
|
2017
|
||||
Number of shares repurchased
|
19
|
|
|
9
|
|
||
Cash paid for shares repurchased
|
$
|
1,327
|
|
|
$
|
420
|
|
Average cost per share
|
$
|
68.74
|
|
|
$
|
50.15
|
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our
six
refineries in the Gulf Coast and Midwest regions of the United States, purchases refined products and ethanol for resale and distributes refined products through
transportation, storage, distribution and marketing 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 – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs; and transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges. The Midstream segment primarily reflects the results of MPLX, our sponsored master limited partnership.
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
13,412
|
|
|
$
|
4,569
|
|
|
$
|
713
|
|
|
$
|
18,694
|
|
Intersegment
|
2,379
|
|
|
1
|
|
|
631
|
|
|
3,011
|
|
||||
Related party
|
170
|
|
|
2
|
|
|
—
|
|
|
172
|
|
||||
Segment revenues
|
$
|
15,961
|
|
|
$
|
4,572
|
|
|
$
|
1,344
|
|
|
$
|
21,877
|
|
Segment income (loss) from operations
|
$
|
(133
|
)
|
|
$
|
95
|
|
|
$
|
567
|
|
|
$
|
529
|
|
Income from equity method investments
|
3
|
|
|
14
|
|
|
69
|
|
|
86
|
|
||||
Depreciation and amortization
(b)
|
252
|
|
|
79
|
|
|
181
|
|
|
512
|
|
||||
Capital expenditures and investments
(c)
|
191
|
|
|
39
|
|
|
482
|
|
|
712
|
|
(In millions)
|
Refining & Marketing
|
|
Speedway
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
11,221
|
|
|
$
|
4,381
|
|
|
$
|
532
|
|
|
$
|
16,134
|
|
Intersegment
(a)
|
2,590
|
|
|
1
|
|
|
344
|
|
|
2,935
|
|
||||
Related party
|
152
|
|
|
2
|
|
|
—
|
|
|
154
|
|
||||
Segment revenues
|
$
|
13,963
|
|
|
$
|
4,384
|
|
|
$
|
876
|
|
|
$
|
19,223
|
|
Segment income (loss) from operations
|
$
|
(70
|
)
|
|
$
|
135
|
|
|
$
|
309
|
|
|
$
|
374
|
|
Income from equity method investments
|
2
|
|
|
13
|
|
|
42
|
|
|
57
|
|
||||
Depreciation and amortization
(b)
|
267
|
|
|
64
|
|
|
191
|
|
|
522
|
|
||||
Capital expenditures and investments
(c)(d)
|
192
|
|
|
35
|
|
|
1,070
|
|
|
1,297
|
|
(a)
|
Management believes intersegment transactions were conducted under terms comparable to those with unaffiliated parties.
|
(b)
|
Differences between segment totals and MPC totals represent amounts related to unallocated items and are included in “Items not allocated to segments” in the reconciliation below.
|
(c)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(d)
|
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
three
months ended
March 31, 2017
.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Segment income from operations
|
$
|
529
|
|
|
$
|
374
|
|
Items not allocated to segments:
|
|
|
|
||||
Corporate and other unallocated items
(a)
|
(88
|
)
|
|
(83
|
)
|
||
Pension settlement expenses
|
(1
|
)
|
|
—
|
|
||
Income from operations
|
440
|
|
|
291
|
|
||
Net interest and other financial costs
|
183
|
|
|
149
|
|
||
Income before income taxes
|
$
|
257
|
|
|
$
|
142
|
|
(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.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Segment capital expenditures and investments
|
$
|
712
|
|
|
$
|
1,297
|
|
Less investments in equity method investees
(a)
|
41
|
|
|
566
|
|
||
Plus items not allocated to segments:
|
|
|
|
||||
Corporate
|
18
|
|
|
16
|
|
||
Capitalized interest
|
18
|
|
|
12
|
|
||
Total capital expenditures
(b)
|
$
|
707
|
|
|
$
|
759
|
|
(a)
|
The
three
months ended
March 31, 2017
includes an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system.
|
(b)
|
Capital expenditures include changes in capital accruals. See Note
18
for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Refined products
|
$
|
16,158
|
|
|
$
|
13,876
|
|
Merchandise
|
1,130
|
|
|
1,192
|
|
||
Crude oil and refinery feedstocks
|
883
|
|
|
687
|
|
||
Service, transportation and other
|
523
|
|
|
379
|
|
||
Sales and other operating revenues
|
$
|
18,694
|
|
|
$
|
16,134
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Interest income
|
$
|
(20
|
)
|
|
$
|
(5
|
)
|
Interest expense
|
213
|
|
|
163
|
|
||
Interest capitalized
|
(18
|
)
|
|
(15
|
)
|
||
Loss on extinguishment of debt
|
4
|
|
|
—
|
|
||
Other financial costs
|
4
|
|
|
6
|
|
||
Net interest and other financial costs
|
$
|
183
|
|
|
$
|
149
|
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Crude oil and refinery feedstocks
|
$
|
1,777
|
|
|
$
|
2,056
|
|
Refined products
|
2,746
|
|
|
2,839
|
|
||
Materials and supplies
|
435
|
|
|
494
|
|
||
Merchandise
|
153
|
|
|
161
|
|
||
Total
|
$
|
5,111
|
|
|
$
|
5,550
|
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Refining & Marketing
(a)
|
$
|
18,117
|
|
|
$
|
19,490
|
|
Speedway
|
5,359
|
|
|
5,358
|
|
||
Midstream
(a)
|
16,889
|
|
|
14,898
|
|
||
Corporate and Other
|
811
|
|
|
792
|
|
||
Total
|
41,176
|
|
|
40,538
|
|
||
Less accumulated depreciation
|
14,558
|
|
|
14,095
|
|
||
Property, plant and equipment, net
|
$
|
26,618
|
|
|
$
|
26,443
|
|
(a)
|
On February 1, 2018, we contributed certain refining logistics assets and fuels distribution services to MPLX. In connection with this transaction, approximately
$830 million
of net property, plant and equipment was recorded to the Midstream segment with an offsetting reduction to the Refining & Marketing segment
.
|
|
March 31, 2018
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
22
|
|
Other assets
|
3
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
3
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
3
|
|
|
$
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
(c)
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(60
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
(60
|
)
|
|
$
|
60
|
|
|
$
|
—
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Fair Value Hierarchy
|
|
|
|
|
|
|
||||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting and Collateral
(a)
|
|
Net Carrying Value on Balance Sheet
(b)
|
|
Collateral Pledged Not Offset
|
||||||||||||
Commodity derivative instruments, assets
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
9
|
|
|
$
|
8
|
|
Other assets
|
3
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
3
|
|
|
—
|
|
||||||
Total assets at fair value
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
12
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity derivative instruments, liabilities
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(126
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
(c)
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
||||||
Total liabilities at fair value
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
(126
|
)
|
|
$
|
66
|
|
|
$
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
March 31, 2018
, cash collateral of
$39 million
was netted with the mark-to-market derivative liabilities. As of
December 31, 2017
,
$8 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
$11 million
and
$12 million
classified as current at
March 31, 2018
and
December 31, 2017
, respectively.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
66
|
|
|
$
|
190
|
|
Unrealized and realized losses included in net income
|
(3
|
)
|
|
(12
|
)
|
||
Settlements of derivative instruments
|
(3
|
)
|
|
(3
|
)
|
||
Ending balance
|
$
|
60
|
|
|
$
|
175
|
|
|
|
|
|
||||
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
|
$
|
(3
|
)
|
|
$
|
(13
|
)
|
Contingent consideration agreement
|
—
|
|
|
1
|
|
||
Total
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions)
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Environmental receivables and misc. deposits
|
18
|
|
|
18
|
|
|
17
|
|
|
17
|
|
||||
Total financial assets
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
17
|
|
|
$
|
17
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
(a)
|
$
|
17,893
|
|
|
$
|
17,010
|
|
|
$
|
13,893
|
|
|
$
|
12,642
|
|
Deferred credits and other liabilities
|
118
|
|
|
108
|
|
|
122
|
|
|
109
|
|
||||
Total financial liabilities
|
$
|
18,011
|
|
|
$
|
17,118
|
|
|
$
|
14,015
|
|
|
$
|
12,751
|
|
(a)
|
Excludes capital leases and debt issuance costs; includes amount classified as debt due within one year.
|
(In millions)
|
March 31, 2018
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
21
|
|
|
$
|
60
|
|
Other current liabilities
(a)
|
—
|
|
|
12
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
48
|
|
(In millions)
|
December 31, 2017
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
127
|
|
|
$
|
126
|
|
Other current liabilities
(a)
|
—
|
|
|
14
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
52
|
|
(a)
|
Includes embedded derivatives.
|
|
Position
|
|
Total Barrels
(In thousands)
|
|
Crude Oil
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
16,664
|
|
Exchange-traded
|
Short
|
|
(22,145
|
)
|
(a )
|
94.7 percent
of the exchange-traded contracts expire in the
second
quarter of
2018
.
|
|
Position
|
|
Total Gallons
(In thousands)
|
|
Refined Products
(a)
|
|
|
|
|
Exchange-traded
|
Long
|
|
159,390
|
|
Exchange-traded
|
Short
|
|
(147,252
|
)
|
(a )
|
100 percent
of the exchange-traded contracts expire in the
second
quarter of
2018
.
|
|
Gain (Loss)
|
||||||
(In millions)
|
Three Months Ended March 31,
|
||||||
Income Statement Location
|
2018
|
|
2017
|
||||
Sales and other operating revenues
|
$
|
(1
|
)
|
|
$
|
16
|
|
Cost of revenues
|
(27
|
)
|
|
(24
|
)
|
||
Total
|
$
|
(28
|
)
|
|
$
|
(8
|
)
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
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
|
—
|
|
|
—
|
|
||
Senior notes, 2.700% due December 2018
|
—
|
|
|
600
|
|
||
Senior notes, 3.400% due December 2020
|
650
|
|
|
650
|
|
||
Senior notes, 5.125% due March 2021
|
1,000
|
|
|
1,000
|
|
||
Senior notes, 3.625%, due September 2024
|
750
|
|
|
750
|
|
||
Senior notes, 6.500%, due March 2041
|
1,250
|
|
|
1,250
|
|
||
Senior notes, 4.750%, due September 2044
|
800
|
|
|
800
|
|
||
Senior notes, 5.850% due December 2045
|
250
|
|
|
250
|
|
||
Senior notes, 5.000%, due September 2054
|
400
|
|
|
400
|
|
||
Capital lease obligations due 2018-2033
|
350
|
|
|
356
|
|
||
MPLX LP:
|
|
|
|
||||
MPLX 364-day term loan facility due 2018
|
—
|
|
|
—
|
|
||
MPLX term loan facility due 2019
|
—
|
|
|
—
|
|
||
MPLX bank revolving credit facility due 2022
|
—
|
|
|
505
|
|
||
MPLX senior notes, 5.500%, due February 2023
|
710
|
|
|
710
|
|
||
MPLX senior notes, 3.375%, due March 2023
|
500
|
|
|
—
|
|
||
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
|
|
|
1,250
|
|
||
MPLX senior notes, 4.000%, due March 2028
|
1,250
|
|
|
—
|
|
||
MPLX senior notes, 4.500%, due April 2038
|
1,750
|
|
|
—
|
|
||
MPLX senior notes, 5.200%, due March 2047
|
1,000
|
|
|
1,000
|
|
||
MPLX senior notes, 4.700%, due April 2048
|
1,500
|
|
|
—
|
|
||
MPLX senior notes, 4.900%, due April 2058
|
500
|
|
|
—
|
|
||
MPLX capital lease obligations due 2020
|
7
|
|
|
7
|
|
||
Total
|
17,807
|
|
|
13,418
|
|
||
Unamortized debt issuance costs
|
(109
|
)
|
|
(59
|
)
|
||
Unamortized discount
(a)
|
(440
|
)
|
|
(413
|
)
|
||
Amounts due within one year
|
(26
|
)
|
|
(624
|
)
|
||
Total long-term debt due after one year
|
$
|
17,232
|
|
|
$
|
12,322
|
|
(a)
|
Includes
$362 million
and
$374 million
of unamortized discount as of
March 31, 2018
and
December 31, 2017
, respectively, related to the difference between the fair value and the principal amount of assumed MarkWest debt.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
212
|
|
|
$
|
157
|
|
Net income taxes paid to taxing authorities
|
6
|
|
|
4
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Contribution of assets to joint venture
(a)
|
—
|
|
|
328
|
|
(a)
|
MarkWest’s contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings. See Note
5
.
|
(In millions)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
$
|
4,653
|
|
|
$
|
3,011
|
|
Restricted cash
(a)
|
4
|
|
|
4
|
|
||
Cash, cash equivalents and restricted cash
(b)
|
$
|
4,657
|
|
|
$
|
3,015
|
|
(a)
|
The restricted cash balance is included within “Other current assets” on the consolidated balance sheets.
|
(b)
|
As a result of the adoption of ASU 2016-18, the consolidated statements of cash flows now explain the change during the period of both “Cash and cash equivalents” and “Restricted cash.”
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
755
|
|
|
$
|
610
|
|
Asset retirement expenditures
|
1
|
|
|
1
|
|
||
Decrease in capital accruals
|
(49
|
)
|
|
(72
|
)
|
||
Total capital expenditures before acquisitions
|
707
|
|
|
539
|
|
||
Acquisitions
(a)
|
—
|
|
|
220
|
|
||
Total capital expenditures
|
$
|
707
|
|
|
$
|
759
|
|
(a)
|
The
three
months ended
March 31, 2017
reflects the acquisition of the Ozark pipeline.
|
(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 loss before reclassifications
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(10
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
– actuarial loss
(a)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
– settlement loss
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive loss
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Balance as of March 31, 2017
|
$
|
(235
|
)
|
|
$
|
(8
|
)
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(237
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2017
|
$
|
(190
|
)
|
|
$
|
(48
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(231
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
– actuarial loss
(a)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
– settlement loss
(a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Tax effect
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other comprehensive income (loss)
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Balance as of March 31, 2018
|
$
|
(189
|
)
|
|
$
|
(49
|
)
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
(233
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note
20
.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
36
|
|
|
$
|
31
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
18
|
|
|
19
|
|
|
7
|
|
|
8
|
|
||||
Expected return on plan assets
|
(26
|
)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(8
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
– actuarial loss
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
– settlement loss
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
30
|
|
|
$
|
23
|
|
|
$
|
13
|
|
|
$
|
14
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2017
|
8,465,398
|
|
|
$
|
33.74
|
|
Granted
|
529,197
|
|
|
64.79
|
|
|
Exercised
|
(477,086
|
)
|
|
24.68
|
|
|
Forfeited or expired
|
(4,512
|
)
|
|
49.94
|
|
|
Outstanding at March 31, 2018
|
8,512,997
|
|
|
36.17
|
|
|
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, 2017
|
1,188,662
|
|
|
$
|
45.07
|
|
|
285,164
|
|
|
$
|
29.95
|
|
Granted
|
94,592
|
|
|
64.79
|
|
|
6,924
|
|
|
67.75
|
|
||
RS’s Vested/RSU’s Issued
|
(123,918
|
)
|
|
45.06
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(24,639
|
)
|
|
44.62
|
|
|
—
|
|
|
—
|
|
||
Outstanding at March 31, 2018
|
1,134,697
|
|
|
46.72
|
|
|
292,088
|
|
|
30.85
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2017
|
6,851,542
|
|
|
$
|
0.81
|
|
Granted
|
3,830,000
|
|
|
0.83
|
|
|
Vested
|
(2,052,959
|
)
|
|
0.95
|
|
|
Forfeited
|
(10,000
|
)
|
|
0.92
|
|
|
Outstanding at March 31, 2018
|
8,618,583
|
|
|
0.79
|
|
•
|
Refining & Marketing—refines crude oil and other feedstocks at our
six
refineries in the Gulf Coast and Midwest regions of the United States, purchases refined products and ethanol for resale and distributes refined products through
transportation, storage, distribution and marketing 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 – gathers, processes and transports natural gas; gathers, transports, fractionates, stores and markets NGLs; and transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges. The Midstream segment primarily reflects the results of MPLX, our sponsored master limited partnership.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
|
2018
|
|
2017
|
||||
Income (loss) from operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
(133
|
)
|
|
$
|
(70
|
)
|
|
Speedway
|
95
|
|
|
135
|
|
|||
Midstream
|
567
|
|
|
309
|
|
|||
Items not allocated to segments
|
(89
|
)
|
|
(83
|
)
|
|||
Income from operations
|
$
|
440
|
|
|
$
|
291
|
|
|
Provision for income taxes
|
$
|
22
|
|
|
$
|
41
|
|
|
Net income attributable to noncontrolling interests
|
$
|
182
|
|
|
$
|
55
|
|
|
Net income attributable to MPC
|
$
|
37
|
|
|
$
|
30
|
|
|
Net income attributable to MPC per diluted share
|
$
|
0.08
|
|
|
$
|
0.06
|
|
•
|
On February 1, 2018, we completed the dropdown of the remaining identified assets related to our strategic actions to enhance shareholder value announced in January 2017. We contributed our refining logistics assets and fuels distribution services to MPLX in exchange for
$4.1 billion
in cash and approximately 114 million newly issued MPLX units.
|
•
|
Immediately following the dropdown, our IDRs were cancelled and our economic general partner interest was converted into a non-economic general partner interest, all in exchange for 275 million newly issued MPLX common units.
|
•
|
MPLX financed the cash portion of the February 1, 2018 dropdown with its
$4.1 billion
364
-day term loan facility, which was entered into on January 2, 2018.
|
•
|
On February 8, 2018, MPLX issued
$5.5 billion
in aggregate principal amount of senior notes in a public offering. MPLX used
$4.1 billion
of the net proceeds of the offering to repay the 364-day term-loan facility. The remaining proceeds were used to repay outstanding borrowings under MPLX’s revolving credit facility and intercompany loan agreement with us and for general partnership purposes.
|
•
|
On September 1, 2017, we contributed our joint-interest ownership in certain pipelines and storage facilities to MPLX in exchange for
$420 million
in cash and approximately
19 million
MPLX units.
|
•
|
On March 1, 2017, we contributed certain terminal, pipeline and storage assets to MPLX in exchange for
$1.5 billion
in cash and approximately
13 million
MPLX units.
|
•
|
On February 10, 2017, MPLX issued $2.25 billion in aggregate principal amount of senior notes in a public offering. The net proceeds were used to fund the $1.5 billion cash portion of the consideration MPLX paid MPC for the dropdown of assets on March 1, 2017, as well as for general partnership purposes.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Cash distributions received from MPLX:
|
|
|
|
|||||
General partner distributions, including IDRs
|
$
|
—
|
|
|
$
|
57
|
|
|
Limited partner distributions
|
171
|
|
|
45
|
|
|||
Total
|
$
|
171
|
|
|
$
|
102
|
|
•
|
On March 1, 2017, MPLX purchased the Ozark pipeline from Enbridge Pipelines (Ozark) LLC for approximately
$219 million
.
|
•
|
On February 15, 2017, MPLX acquired a partial, indirect equity interest in the Dakota Access Pipeline (“DAPL”) and Energy Transfer Crude Oil Company Pipeline (“ETCOP”) projects, collectively referred to as the Bakken Pipeline system, through a joint venture with Enbridge Energy Partners L.P. (“Enbridge Energy Partners”). MPLX holds, through a subsidiary, a
25 percent
interest in MarEn Bakken, which equates to an approximate
9.2 percent
indirect equity interest in the Bakken Pipeline system.
|
•
|
Effective January 1, 2017, MarkWest, and Antero Midstream formed a joint venture, Sherwood Midstream, to support the development of Antero Resources Corporation’s Marcellus Shale acreage in West Virginia. MarkWest has a
50 percent
ownership interest in Sherwood Midstream. In connection with this transaction, MarkWest contributed certain gas processing plants currently under construction at the Sherwood Complex with a fair value of approximately
$134 million
and cash of approximately
$20 million
and sold Class A Interests in MarkWest Ohio Fractionation to
|
(In millions, after-tax)
|
|
|
||
LLS 6-3-2-1 crack spread sensitivity
(a)
(per $1.00/barrel change)
|
$
|
590
|
|
|
Sweet/sour differential sensitivity
(b)
(per $1.00/barrel change)
|
300
|
|
||
LLS-WTI differential sensitivity
(c)
(per $1.00/barrel change)
|
90
|
|
||
Natural gas price sensitivity
(d)
(per $1.00/million British thermal unit change)
|
200
|
|
(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] and assumes approximately 58 percent of crude throughput are sour based.
|
(c)
|
Assumes 17 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;
|
•
|
the potential impact of LCM adjustments to inventories in periods of declining prices; and
|
•
|
the minimum commitments under certain agreements with MPLX.
|
|
|
Three Months Ended
March 31, |
||||||||||
(In millions)
|
|
2018
|
|
2017
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
|||||||
Sales and other operating revenues
(a)
|
$
|
18,694
|
|
|
$
|
16,134
|
|
|
$
|
2,560
|
|
|
Sales to related parties
|
172
|
|
|
154
|
|
|
$
|
18
|
|
|||
Income from equity method investments
|
86
|
|
|
57
|
|
|
29
|
|
||||
Net gain on disposal of assets
|
2
|
|
|
5
|
|
|
(3
|
)
|
||||
Other income
|
30
|
|
|
43
|
|
|
(13
|
)
|
||||
Total revenues and other income
|
18,984
|
|
|
16,393
|
|
|
2,591
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|||||||
Cost of revenues (excludes items below)
(a)
|
17,370
|
|
|
14,946
|
|
|
2,424
|
|
||||
Purchases from related parties
|
141
|
|
|
122
|
|
|
19
|
|
||||
Depreciation and amortization
|
528
|
|
|
536
|
|
|
(8
|
)
|
||||
Selling, general and administrative expenses
|
402
|
|
|
390
|
|
|
12
|
|
||||
Other taxes
|
103
|
|
|
108
|
|
|
(5
|
)
|
||||
Total costs and expenses
|
18,544
|
|
|
16,102
|
|
|
2,442
|
|
||||
Income from operations
|
440
|
|
|
291
|
|
|
149
|
|
||||
Net interest and other financial costs
|
183
|
|
|
149
|
|
|
34
|
|
||||
Income before income taxes
|
257
|
|
|
142
|
|
|
115
|
|
||||
Provision for income taxes
|
22
|
|
|
41
|
|
|
(19
|
)
|
||||
Net income
|
235
|
|
|
101
|
|
|
134
|
|
||||
Less net income attributable to:
|
|
|
|
|
|
|||||||
Redeemable noncontrolling interest
|
16
|
|
|
16
|
|
|
—
|
|
||||
Noncontrolling interests
|
182
|
|
|
55
|
|
|
127
|
|
||||
Net income attributable to MPC
|
$
|
37
|
|
|
$
|
30
|
|
|
$
|
7
|
|
(a)
|
We adopted ASU 2014-09, Revenue - Revenue from contracts with customers (ASC 606), as of Jan. 1, 2018, and elected to report certain taxes on a net basis. We applied the standard using the modified retrospective method and, therefore, comparative information continues to reflect certain taxes on a gross basis.
|
•
|
an
increase
in refined product cost of sales of
$3.37 billion
, primarily due to higher raw material costs; and
|
•
|
a decrease in certain taxes of
$1.25 billion
in the
first
quarter of
2018
as a result of our election to present revenues net of certain taxes under ASC 606 prospectively from January 1, 2018. For the
first
quarter of
2017
, certain taxes continue to be presented on a gross basis and are included in cost of revenues. See Note
3
to the unaudited consolidated financial statements for additional information on recently adopted accounting standards.
|
•
|
an increase in ethanol volumes purchased from TAME, TACE and TAAE of
$6 million
; and
|
•
|
an increase in crude oil volume purchased from LOOP of
$4 million
; and
|
•
|
an increase in transportation services provided by our marine joint ventures of
$3 million
.
|
|
|
Three Months Ended
March 31, |
||||||
Key Financial and Operating Data
|
|
2018
|
|
2017
|
||||
Refining & Marketing revenues
(in millions)
(a)
|
$
|
15,961
|
|
|
$
|
13,963
|
|
|
Refining & Marketing intersegment sales to Speedway
(in millions)
(a)
|
$
|
2,379
|
|
|
$
|
2,590
|
|
|
Refining & Marketing intersegment fees paid to Midstream
(in millions)
|
$
|
631
|
|
|
$
|
344
|
|
|
Refining & Marketing income (loss) from operations
(in millions)
|
$
|
(133
|
)
|
|
$
|
(70
|
)
|
|
Refined product sales volumes (
thousands of barrels per day)
(b)
|
2,261
|
|
|
2,070
|
|
|||
Refined product intersegment sales volumes to Speedway
(millions of gallons)
|
1,332
|
|
|
1,336
|
|
|||
Refined product sales destined for export
(thousands of barrels per day)
|
265
|
|
|
226
|
|
|||
Average refined product sales prices
(dollars per gallon)
(c)
|
$
|
1.93
|
|
|
$
|
1.68
|
|
|
Average refined product intersegment sales prices to Speedway
(dollars per gallon)
(c)
|
$
|
2.19
|
|
|
$
|
1.93
|
|
|
Refinery throughputs
(thousands of barrels per day)
:
|
|
|
|
|||||
Crude oil refined
|
|
1,745
|
|
|
1,511
|
|
||
Other charge and blendstocks
|
|
160
|
|
|
197
|
|
||
Total
|
|
1,905
|
|
|
1,708
|
|
||
Sour crude oil throughput percent
|
|
52
|
|
|
67
|
|
||
WTI-priced crude oil throughput percent
|
26
|
|
|
15
|
|
|||
Refining & Marketing margin
(dollars per barrel)
(d)
|
$
|
10.58
|
|
|
$
|
11.65
|
|
|
Refinery direct operating costs
(dollars per barrel)
:
(e)
|
|
|
|
|||||
Planned turnaround and major maintenance
|
$
|
2.22
|
|
|
$
|
3.10
|
|
|
Depreciation and amortization
|
|
1.37
|
|
|
1.63
|
|
||
Other manufacturing
(e)
|
|
4.09
|
|
|
4.72
|
|
||
Total
|
|
$
|
7.68
|
|
|
$
|
9.45
|
|
(a)
|
We adopted ASU 2014-09, Revenue - Revenue from contracts with customers (ASC 606), as of January 1, 2018, and elected to report certain taxes on a net basis. We applied the standard using the modified retrospective method and, therefore, comparative information continues to reflect certain taxes on a gross basis.
|
(b)
|
Includes intersegment sales and sales destined for export.
|
(c)
|
Refined product sales prices include consumer excise taxes.
|
(d)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(e)
|
Per barrel of total refinery throughputs. Effective with the February 1, 2018 dropdown, direct operating costs related to certain refining logistics assets are now reported in the Midstream segment. No effect was given to prior periods as this entity was not considered a business prior to February 1, 2018.
|
(f)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
|
|
|
Three Months Ended
March 31, |
||||||
Reconciliation of Refining & Marketing margin to Refining & Marketing income (loss) from operations
(in millions)
|
|
2018
|
|
2017
|
|||||
Refining & Marketing loss from operations
|
|
$
|
(133
|
)
|
|
$
|
(70
|
)
|
|
Plus (Less):
|
|
|
|
|
|||||
Refinery direct operating costs
(a)
|
|
1,081
|
|
|
1,202
|
|
|||
Refinery depreciation and amortization
|
|
236
|
|
|
251
|
|
|||
Other:
|
|
|
|
|
|||||
Operating expenses
(a)(b)
|
|
722
|
|
|
456
|
|
|||
Segment (income) expense, net
(a)
|
|
(108
|
)
|
|
(64
|
)
|
|||
Depreciation and amortization
|
|
16
|
|
|
16
|
|
|||
Refining & Marketing margin
(c)
|
|
$
|
1,814
|
|
|
$
|
1,791
|
|
(a)
|
Excludes depreciation and amortization.
|
(b)
|
Includes fees paid to MPLX for various midstream services.
|
(c)
|
Sales revenue less cost of refinery inputs and purchased products, excluding any LCM inventory adjustment.
|
|
|
Three Months Ended
March 31, |
||||||
Benchmark Prices
(dollars per gallon)
|
|
2018
|
|
2017
|
||||
Chicago spot unleaded regular gasoline
|
$
|
1.74
|
|
|
$
|
1.49
|
|
|
Chicago spot ultra-low sulfur diesel
|
1.94
|
|
|
1.52
|
|
|||
USGC spot unleaded regular gasoline
|
1.82
|
|
|
1.55
|
|
|||
USGC spot ultra-low sulfur diesel
|
1.93
|
|
|
1.56
|
|
|||
Market Indicators
(dollars per barrel)
|
|
|
|
|
||||
Chicago LLS 6-3-2-1 crack spread
(a)(b)
|
$
|
6.74
|
|
|
$
|
6.62
|
|
|
USGC LLS 6-3-2-1 crack spread
(a)
|
8.33
|
|
|
8.46
|
|
|||
Blended 6-3-2-1 crack spread
(a)(c)
|
7.70
|
|
|
7.72
|
|
|||
LLS
|
65.82
|
|
|
53.39
|
|
|||
WTI
|
62.89
|
|
|
51.78
|
|
|||
LLS—WTI crude oil differential
(a)
|
2.93
|
|
|
1.61
|
|
|||
Sweet/Sour crude oil differential
(a)(d)
|
7.75
|
|
|
6.84
|
|
|
|
Three Months Ended
March 31, |
||||||
Market Indicators impact on Refining & Marketing segment income
|
|
2018 vs. 2017 Variance
|
||||||
|
(dollars per barrel)
|
|
(in millions)
|
|||||
Chicago LLS 6-3-2-1 crack spread
(a)(b)
|
|
$
|
0.12
|
|
|
$
|
55
|
|
USGC LLS 6-3-2-1 crack spread
(a)(e)
|
|
(0.13
|
)
|
|
77
|
|
||
LLS – WTI crude oil differential
(a)
|
|
1.32
|
|
|
89
|
|
||
Sweet/Sour crude oil differential
(a)(d)
|
|
0.91
|
|
|
9
|
|
||
LLS Prompt vs LLS Delivered Cost
|
|
(1.20
|
)
|
|
(41
|
)
|
||
Total
|
|
|
|
$
|
189
|
|
(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].
|
(e)
|
Volume increases offset the narrowing crack spread resulting in a positive impact on segment income.
|
|
|
Three Months Ended
March 31, |
||||||
Key Financial and Operating Data
|
|
2018
|
|
2017
|
||||
Speedway revenues
(in millions)
(a)
|
|
$
|
4,572
|
|
|
$
|
4,384
|
|
Speedway income from operations
(in millions)
|
$
|
95
|
|
|
$
|
135
|
|
|
Convenience stores at period-end
|
|
2,742
|
|
|
2,731
|
|
||
Gasoline & distillate sales
(millions of gallons
)
|
1,393
|
|
|
1,393
|
|
|||
Average gasoline & distillate sales prices
(dollars per gallon)
|
$
|
2.52
|
|
|
$
|
2.25
|
|
|
Gasoline and distillate margin
(dollars per gallon)
(b)
|
$
|
0.1561
|
|
|
$
|
0.1566
|
|
|
Merchandise sales
(in millions)
(a)
|
|
$
|
1,129
|
|
|
$
|
1,127
|
|
Merchandise margin
(in millions)
(c)
|
$
|
319
|
|
|
$
|
320
|
|
|
Merchandise margin percent
|
28.3
|
%
|
|
28.4
|
%
|
|||
Same store gasoline sales volume (period over period)
|
(1.5
|
%)
|
|
(1.0
|
%)
|
|||
Same store merchandise sales (period over period)
(d)
|
2.3
|
%
|
|
2.1
|
%
|
(a)
|
We adopted ASU 2014-09, Revenue - Revenue from contracts with customers (ASC 606), as of Jan. 1, 2018, and elected to report certain taxes on a net basis. We applied the standard using the modified retrospective method and, therefore, comparative information continues to reflect certain taxes on a gross basis.
|
(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)
|
The price paid by the consumers less the cost of merchandise.
|
(d)
|
Excludes cigarettes.
|
|
|
|
Three Months Ended
March 31, |
||||||
Reconciliation of Speedway total margin to Speedway income from operations
(in millions)
|
|
2018
|
|
2017
|
|||||
Speedway income from operations
|
|
$
|
95
|
|
|
$
|
135
|
|
|
Plus (Less):
|
|
|
|
|
|||||
Operating, selling, general and administrative expenses
|
|
384
|
|
|
366
|
|
|||
Depreciation and amortization
|
|
79
|
|
|
64
|
|
|||
Income from equity method investments
|
|
(14
|
)
|
|
(13
|
)
|
|||
Net gain on disposal of assets
|
|
—
|
|
|
(4
|
)
|
|||
Other income
|
|
(1
|
)
|
|
(3
|
)
|
|||
Speedway total margin
|
|
$
|
543
|
|
|
$
|
545
|
|
|
|
|
|
|
|
|||||
Speedway total margin:
|
|
|
|
|
|||||
Gasoline and distillate margin
(a)
|
|
$
|
217
|
|
|
$
|
218
|
|
|
Merchandise margin
(b)
|
|
319
|
|
|
320
|
|
|||
Other margin
|
|
7
|
|
|
7
|
|
|||
Speedway total margin
|
|
$
|
543
|
|
|
$
|
545
|
|
(a)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees and excluding any LCM inventory adjustment.
|
(b)
|
The price paid by the consumers less the cost of merchandise.
|
|
|
Three Months Ended
March 31, |
||||||
Key Financial and Operating Data
|
|
2018
|
|
2017
|
||||
Midstream third party revenues
(in millions)
(a)
|
$
|
713
|
|
|
$
|
532
|
|
|
Midstream intersegment sales to Refining & Marketing
(in millions)
|
631
|
|
|
344
|
|
|||
Total Midstream revenues
(in millions)
|
$
|
1,344
|
|
|
$
|
876
|
|
|
Midstream income from operations (
in millions
)
|
567
|
|
|
309
|
|
|||
Crude oil and refined product pipeline throughputs
(mbpd
)
(b)
|
3,459
|
|
|
2,888
|
|
|||
Average crude oil and refined products tariff rates
(dollars per barrel)
(c)
|
$
|
0.59
|
|
|
$
|
0.65
|
|
|
Terminal throughput
(mbpd)
|
1,445
|
|
|
1,424
|
|
|||
Gathering system throughput
(MMcf/d)
|
4,171
|
|
|
3,184
|
|
|||
Natural gas processed
(MMcf/d)
|
6,629
|
|
|
6,132
|
|
|||
C2 (ethane) + NGLs (natural gas liquids) fractionated
(mbpd)
|
423
|
|
|
367
|
|
|||
|
|
|
|
|
||||
Benchmark Prices
|
|
|
|
|
||||
Natural Gas NYMEX HH
($ per MMBtu)
|
$
|
2.85
|
|
|
$
|
3.06
|
|
|
C2 + NGL Pricing
($ per gallon)
(d)
|
$
|
0.73
|
|
|
$
|
0.64
|
|
(a)
|
We adopted ASU 2014-09, Revenue - Revenue from contracts with customers (ASC 606), as of Jan. 1, 2018, using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
|
(b)
|
On common-carrier pipelines and private pipelines owned and operated by MPLX, excluding equity method investments.
|
(c)
|
Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
|
(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.
|
Key Financial Information
(in millions)
|
|
Three Months Ended
March 31, |
||||||
|
|
2018
|
|
2017
|
||||
Items not allocated to segments:
|
|
|
|
|||||
Corporate and other unallocated items
(a)
|
$
|
(88
|
)
|
|
$
|
(83
|
)
|
|
Pension settlement expenses
|
$
|
(1
|
)
|
|
$
|
—
|
|
(a)
|
Corporate overhead expenses attributable to MPLX are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Speedway segments.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Net cash provided by (used in):
|
|
|
|
|||||
Operating activities
|
$
|
(137
|
)
|
|
$
|
1,108
|
|
|
Investing activities
|
(778
|
)
|
|
(1,353
|
)
|
|||
Financing activities
|
2,557
|
|
|
1,523
|
|
|||
Total
|
$
|
1,642
|
|
|
$
|
1,278
|
|
•
|
Accounts payable
decreased
$1.23 billion
from year-end
2017
, primarily due lower crude oil volumes purchased slightly offset by higher crude oil prices.
|
•
|
Inventories
decreased
$439 million
from year-end
2017
, due to decreases in crude, refined products and materials and supplies inventories.
|
•
|
Current receivables
decreased
$82 million
from year-end
2017
, primarily due to lower refined product volumes slightly offset by higher prices.
|
•
|
Current receivables decreased $333 million from year-end 2016, primarily due to lower refined product volumes, partially offset by higher prices.
|
•
|
Inventories decreased $264 million from year-end 2016, primarily due to decreases in refined product, material and supplies, and crude oil inventories.
|
•
|
Accounts payable decreased $250 million from year-end 2016, primarily due to the timing of costs incurred for certain major maintenance activity and capital projects, partially offset by increases in crude purchase prices and volumes.
|
•
|
MPLX’s investment of
$500 million
for a partial interest in the Bakken Pipeline system in the first
three
months of
2017
.
|
•
|
MPLX’s acquisition of the Ozark pipeline for
$220 million
in the first
three
months of
2017
.
|
•
|
Additions to property, plant and equipment
increased
$145 million
primarily due to increased capital expenditures in our Midstream segment.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
755
|
|
|
$
|
610
|
|
|
Asset retirement expenditures
|
1
|
|
|
1
|
|
|||
Decrease in capital accruals
|
(49
|
)
|
|
(72
|
)
|
|||
Total capital expenditures
|
707
|
|
|
539
|
|
|||
Acquisitions
(a)
|
—
|
|
|
220
|
|
|||
Investments in equity method investees
(b)
|
41
|
|
|
566
|
|
|||
Total capital expenditures and investments
|
$
|
748
|
|
|
$
|
1,325
|
|
(a)
|
The
three
months ended
March 31, 2017
includes the
$220 million
acquisition of the Ozark pipeline.
|
(b)
|
The
three
months ended
March 31, 2017
includes an investment of
$500 million
in MarEn Bakken related to the Bakken Pipeline system.
|
•
|
Long-term debt borrowings and repayments, including debt issuance costs, were a net
$4.29 billion
source of cash in the first
three
months of
2018
compared to a net
$2.01 billion
source of cash in the first
three
months of
2017
. During the first
three
months of
2018
, MPLX issued $5.5 billion of senior notes, we redeemed $600 million of our senior notes and MPLX repaid $505 million in outstanding borrowings under the MPLX revolving credit facility. During the first
three
months of
2017
, MPLX issued $2.25 billion of senior notes and we repaid the remaining $200 million balance under the MPC term loan agreement.
|
•
|
Cash used in common stock repurchases
increased
$907 million
in the first
three
months of
2018
compared to the first
three
months of
2017
. Share repurchases totaled
$1.33 billion
in the first
three
months of
2018
compared to
$420 million
in the first
three
months of
2017
. See Note
9
to the unaudited consolidated financial statements for further discussion of the share repurchase authorizations.
|
•
|
Cash provided by the issuance of MPLX common units
decreased
$148 million
in the first
three
months of
2018
compared to the first
three
months of
2017
as we did not issue any MPLX common units in the first
three
months of 2018.
|
•
|
Cash provided by contributions from noncontrolling interests decreased
$125 million
in the first
three
months of
2018
compared to the first
three
months of
2017
, primarily due to MPLX’s sale of a noncontrolling interest in Ohio Fractionation to Sherwood Midstream in the first
three
months of
2017
for $126 million.
|
•
|
Cash used in distributions to noncontrolling interests
increased
$37 million
in the first
three
months of
2018
compared to the first
three
months of
2017
, primarily due to an increase in MPLX’s distribution per common unit.
|
•
|
Cash used in dividend payments
increased
$29 million
in the first
three
months of
2018
compared to the first
three
months of
2017
, primarily due to a
$0.10
per share increase in our quarterly dividend payment, partially offset by a decrease in the number of outstanding shares of our common stock attributable to share repurchases. Our dividend payments were
$0.46
per common share in the first
three
months of
2018
compared to
$0.36
per common share in the first
three
months of
2017
.
|
|
|
March 31, 2018
|
||||||||||
(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)
|
|
|
|
|
$
|
4,651
|
|
|||||
Total liquidity
|
|
|
|
|
$
|
8,901
|
|
(a)
|
Excludes MPLX’s $2.25 billion bank revolving credit facility, which had approximately
$2.25 billion
available as of
March 31, 2018
.
|
(b)
|
Excludes
$2 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)
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Refining & Marketing
|
$
|
191
|
|
|
$
|
192
|
|
|
Speedway
|
39
|
|
|
35
|
|
|||
Midstream
(a)
|
482
|
|
|
1,070
|
|
|||
Corporate and Other
(b)
|
36
|
|
|
28
|
|
|||
Total
|
$
|
748
|
|
|
$
|
1,325
|
|
(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 for the
three
months ended
March 31, 2017
.
|
(b)
|
Includes capitalized interest of
$18 million
and
$12 million
for the
three
months ended
March 31, 2018
and
2017
, respectively.
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2018
|
|
2017
|
||||
Number of shares repurchased
|
19
|
|
|
9
|
|
||
Cash paid for shares repurchased
|
$
|
1,327
|
|
|
$
|
420
|
|
Average cost per share
|
$
|
68.74
|
|
|
$
|
50.15
|
|
|
|
Change in IFO from a
Hypothetical Price Increase of |
|
Change in IFO from a
Hypothetical Price Decrease of |
||||||||||||
(In millions)
|
|
10%
|
|
25%
|
|
10%
|
|
25%
|
||||||||
As of March 31, 2018
|
|
|
|
|
|
|
|
|||||||||
Crude
|
$
|
(34
|
)
|
|
$
|
(85
|
)
|
|
$
|
36
|
|
|
$
|
92
|
|
|
Refined products
|
3
|
|
|
6
|
|
|
(3
|
)
|
|
(6
|
)
|
|||||
Embedded derivatives
|
(6
|
)
|
|
(15
|
)
|
|
6
|
|
|
15
|
|
(In millions)
|
|
Fair Value as of March 31, 2018
(a)
|
|
Change in
Fair Value (b) |
|
Change in Net Income for the Three Months Ended March 31, 2018
(c)
|
|||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
17,893
|
|
|
$
|
1,823
|
|
|
n/a
|
|
|
Variable-rate
|
—
|
|
|
n/a
|
|
|
1
|
|
(a)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(b)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at
March 31, 2018
.
|
(c)
|
Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of debt outstanding for the
three
months ended
March 31, 2018
.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Income (Loss) from Operations by Segment
|
|
|
|
||||
Refining & Marketing
(a)
|
$
|
(133
|
)
|
|
$
|
(70
|
)
|
Speedway
|
95
|
|
|
135
|
|
||
Midstream
(a)
|
567
|
|
|
309
|
|
||
Items not allocated to segments:
|
|
|
|
||||
Corporate and other unallocated items
|
(88
|
)
|
|
(83
|
)
|
||
Pension settlement expenses
|
(1
|
)
|
|
—
|
|
||
Income from operations
|
$
|
440
|
|
|
$
|
291
|
|
Capital Expenditures and Investments
(b)
|
|
|
|
||||
Refining & Marketing
|
$
|
191
|
|
|
$
|
192
|
|
Speedway
|
39
|
|
|
35
|
|
||
Midstream
(c)
|
482
|
|
|
1,070
|
|
||
Corporate and Other
(d)
|
36
|
|
|
28
|
|
||
Total
|
$
|
748
|
|
|
$
|
1,325
|
|
(a)
|
On February 1, 2018, we contributed certain refining logistics assets and fuels distributions services to MPLX. The results of these new businesses are reported in the Midstream segment prospectively from February 1, resulting in a net reduction of
$181 million
to Refining & Marketing segment results and a net increase to Midstream segment results of the same amount. No effect was given to prior periods as these entities were not considered businesses prior to February 1, 2018.
|
(b)
|
Capital expenditures include changes in capital accruals, acquisitions and investments in affiliates.
|
(c)
|
The
three
months ended
March 31, 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.
|
(d)
|
Includes capitalized interest of
$18 million
and
$12 million
for the three months ended
March 31, 2018
and
2017
, respectively.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
MPC Consolidated Refined Product Sales Volumes (mbpd)
(a)
|
2,275
|
|
|
2,085
|
|
||
Refining & Marketing Operating Statistics
|
|
|
|
||||
Refining & Marketing refined product sales volume (mbpd)
(b)
|
2,261
|
|
|
2,070
|
|
||
Refining & Marketing margin (dollars per barrel)
(c)
|
$
|
10.58
|
|
|
$
|
11.65
|
|
Crude oil capacity utilization percent
(d)
|
93
|
|
|
83
|
|
||
Refinery throughputs (mbpd):
(e)
|
|
|
|
||||
Crude oil refined
|
1,745
|
|
|
1,511
|
|
||
Other charge and blendstocks
|
160
|
|
|
197
|
|
||
Total
|
1,905
|
|
|
1,708
|
|
||
Sour crude oil throughput percent
|
52
|
|
|
67
|
|
||
WTI-priced crude oil throughput percent
|
26
|
|
|
15
|
|
||
Refined product yields (mbpd):
(e)
|
|
|
|
||||
Gasoline
|
917
|
|
|
867
|
|
||
Distillates
|
609
|
|
|
544
|
|
||
Propane
|
31
|
|
|
28
|
|
||
Feedstocks and special products
|
287
|
|
|
224
|
|
||
Heavy fuel oil
|
34
|
|
|
29
|
|
||
Asphalt
|
58
|
|
|
56
|
|
||
Total
|
1,936
|
|
|
1,748
|
|
||
Refinery direct operating costs (dollars per barrel):
(f)
|
|
|
|
||||
Planned turnaround and major maintenance
|
$
|
2.22
|
|
|
$
|
3.10
|
|
Depreciation and amortization
|
1.37
|
|
|
1.63
|
|
||
Other manufacturing
(g)
|
4.09
|
|
|
4.72
|
|
||
Total
|
$
|
7.68
|
|
|
$
|
9.45
|
|
Refining & Marketing Operating Statistics By Region - Gulf Coast
|
|
|
|
||||
Refinery throughputs (mbpd):
(h)
|
|
|
|
||||
Crude oil refined
|
1,056
|
|
|
850
|
|
||
Other charge and blendstocks
|
167
|
|
|
222
|
|
||
Total
|
1,223
|
|
|
1,072
|
|
||
Sour crude oil throughput percent
|
60
|
|
|
84
|
|
||
WTI-priced crude oil throughput percent
|
13
|
|
|
4
|
|
||
Refined product yields (mbpd):
(h)
|
|
|
|
||||
Gasoline
|
534
|
|
|
499
|
|
||
Distillates
|
360
|
|
|
309
|
|
||
Propane
|
19
|
|
|
21
|
|
||
Feedstocks and special products
|
298
|
|
|
243
|
|
||
Heavy fuel oil
|
23
|
|
|
18
|
|
||
Asphalt
|
17
|
|
|
14
|
|
||
Total
|
1,251
|
|
|
1,104
|
|
||
Refinery direct operating costs (dollars per barrel):
(f)
|
|
|
|
||||
Planned turnaround and major maintenance
|
$
|
2.87
|
|
|
$
|
4.31
|
|
Depreciation and amortization
|
1.09
|
|
|
1.35
|
|
||
Other manufacturing
(g)
|
3.91
|
|
|
4.62
|
|
||
Total
|
$
|
7.87
|
|
|
$
|
10.28
|
|
|
|
|
|
Supplementary Statistics (Unaudited)
|
|
|
|
||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Refining & Marketing Operating Statistics By Region – Midwest
|
|
|
|
||||
Refinery throughputs (mbpd):
(h)
|
|
|
|
||||
Crude oil refined
|
689
|
|
|
661
|
|
||
Other charge and blendstocks
|
35
|
|
|
30
|
|
||
Total
|
724
|
|
|
691
|
|
||
Sour crude oil throughput percent
|
38
|
|
|
45
|
|
||
WTI-priced crude oil throughput percent
|
47
|
|
|
29
|
|
||
Refined product yields (mbpd):
(h)
|
|
|
|
||||
Gasoline
|
383
|
|
|
368
|
|
||
Distillates
|
249
|
|
|
235
|
|
||
Propane
|
12
|
|
|
8
|
|
||
Feedstocks and special products
|
31
|
|
|
35
|
|
||
Heavy fuel oil
|
11
|
|
|
11
|
|
||
Asphalt
|
41
|
|
|
42
|
|
||
Total
|
727
|
|
|
699
|
|
||
Refinery direct operating costs (dollars per barrel):
(f)
|
|
|
|
||||
Planned turnaround and major maintenance
|
$
|
0.99
|
|
|
$
|
0.98
|
|
Depreciation and amortization
|
1.77
|
|
|
1.93
|
|
||
Other manufacturing
(g)
|
4.16
|
|
|
4.50
|
|
||
Total
|
$
|
6.92
|
|
|
$
|
7.41
|
|
Speedway Operating Statistics
|
|
|
|
||||
Convenience stores at period-end
|
2,742
|
|
|
2,731
|
|
||
Gasoline and distillate sales (millions of gallons)
|
1,393
|
|
|
1,393
|
|
||
Gasoline and distillate margin (dollars per gallon)
(i)
|
$
|
0.1561
|
|
|
$
|
0.1566
|
|
Merchandise sales (in millions)
|
$
|
1,129
|
|
|
$
|
1,127
|
|
Merchandise margin (in millions)
|
$
|
319
|
|
|
$
|
320
|
|
Merchandise margin percent
|
28.3
|
%
|
|
28.4
|
%
|
||
Same store gasoline sales volume (period over period)
|
(1.5
|
%)
|
|
(1.0
|
%)
|
||
Same store merchandise sales (period over period)
(j)
|
2.3
|
%
|
|
2.1
|
%
|
||
Midstream Operating Statistics
|
|
|
|
||||
Crude oil and refined product pipeline throughputs (mbpd)
(k)
|
3,459
|
|
|
2,888
|
|
||
Terminal throughput (mbpd)
|
1,445
|
|
|
1,424
|
|
||
Gathering system throughput (MMcf/d)
(l)
|
4,171
|
|
|
3,184
|
|
||
Natural gas processed (MMcf/d)
(l)
|
6,629
|
|
|
6,132
|
|
||
C2 (ethane) + NGLs (natural gas liquids) fractionated (mbpd)
(l)
|
423
|
|
|
367
|
|
(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)
|
Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.
|
(e)
|
Excludes inter-refinery volumes of
42
mbpd and
55
mbpd for the three months ended
March 31, 2018
and
2017
, respectively.
|
(f)
|
Per barrel of total refinery throughputs. Effective with the February 1, 2018 dropdown, direct operating costs related to certain refining logistics assets are now reported in the Midstream segment. No effect was given to prior periods as this entity was not considered a business prior to February 1, 2018.
|
(g)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
(h)
|
Includes inter-refinery transfer volumes.
|
(i)
|
The price paid by consumers less the cost of refined products, including transportation, consumer excise taxes and bank card processing fees, divided by gasoline and distillate sales volume.
|
(j)
|
Excludes cigarettes.
|
(k)
|
Includes common-carrier pipelines and private pipelines owned or operated by MPLX, excluding equity method investments.
|
(l)
|
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) |
||||||
01/01/18-01/31/18
|
6,066,206
|
|
|
$
|
70.55
|
|
|
6,058,833
|
|
|
$
|
2,764,095,586
|
|
|
02/01/18-02/28/18
|
6,421,079
|
|
|
66.60
|
|
|
6,418,984
|
|
|
2,336,597,121
|
|
|||
03/01/18-03/31/18
|
6,870,007
|
|
|
69.12
|
|
|
6,832,895
|
|
|
1,864,125,362
|
|
|||
Total
|
19,357,292
|
|
|
68.73
|
|
|
19,310,712
|
|
|
|
(a)
|
The amounts in this column include
7,373
,
2,095
and
37,112
shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in
January
,
February
and
March
, respectively.
|
(b)
|
Amounts in this column reflect the weighted average price paid for shares purchased under our share repurchase authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The weighted average price includes commissions paid to brokers on shares purchased under our share repurchase authorizations.
|
(c)
|
On 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.
|
|
|
|
|
|
|
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
|
|
2/1/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
4.1
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.2
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.3
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.4
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
4.5
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
1/4/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
3/5/2018
|
|
001-35714
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
|
|
|
|
X
|
|
|
April 30, 2018
|
MARATHON PETROLEUM CORPORATION
|
|
|
|
|
|
By:
|
/s/ John J. Quaid
|
|
|
John J. Quaid
Vice President and Controller
|
(i)
|
January 1, 2016 through December 31, 2016
|
(ii)
|
January 1, 2017 through December 31, 2017
|
(iii)
|
January 1, 2018 through December 31, 2018
|
(iv)
|
January 1, 2016 through December 31, 2018
|
TSR Performance Percentile
|
Payout Percentage
|
Ranked below 30
th
percentile
|
0%
|
Ranked at 30
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
2.
|
Vesting and Forfeiture of Restricted Shares.
|
(i)
|
one-third of the Restricted Shares shall vest upon the completion of the service period which commences on the Grant Date and ends on the first anniversary of the Grant Date;
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement; or
|
(iii)
|
Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
|
Marathon Petroleum Corporation
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
(i)
|
January 1, 2017 through December 31, 2017
|
(ii)
|
January 1, 2018 through December 31, 2018
|
(iii)
|
January 1, 2019 through December 31, 2019
|
(iv)
|
January 1, 2017 through December 31, 2019
|
TUR Performance Percentile
|
TUR Period Percentage
|
Ranked below 30
th
percentile
|
0%
|
Ranked at 30
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
(i)
|
January 1, 2017 through December 31, 2017
|
(ii)
|
January 1, 2018 through December 31, 2018
|
(iii)
|
January 1, 2019 through December 31, 2019
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
TUR Performance Percentile
|
TUR Period Percentage
|
Ranked below 30
th
percentile
|
0%
|
Ranked at 30
th
percentile
|
50%
|
Ranked at 50
th
percentile
|
100%
|
Ranked at the 100
th
percentile
|
200%
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
(i)
|
one-third of the Phantom Units shall vest on the first anniversary of the Grant Date;
|
(ii)
|
an additional one-third of the Phantom Units shall vest on the second anniversary of the Grant Date; and
|
(iii)
|
all remaining Phantom Units shall vest on the third anniversary of the Grant Date;
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement;
|
(iii)
|
Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Mandatory Retirement; or
|
(iii)
|
Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
|
MPLX GP LLC
|
|
|
|
|
|
|
|
|
By
|
|
|
|
Authorized Officer
|
|
|
|
1.
|
I have reviewed this report on Form
10-Q
of Marathon Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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.
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Date:
|
April 30, 2018
|
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/s/ Gary R. Heminger
|
|
|
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Gary R. Heminger
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
1.
|
I have reviewed this report on Form
10-Q
of Marathon Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
April 30, 2018
|
|
/s/ Timothy T. Griffith
|
|
|
|
Timothy T. Griffith
|
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
April 30, 2018
|
|
|
|
/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.
|
April 30, 2018
|
|
|
|
/s/ Timothy T. Griffith
|
|
Timothy T. Griffith
|
|
Senior Vice President and Chief Financial Officer
|
|