|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
27-1284632
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
539 South Main Street, Findlay, Ohio
|
|
45840-3229
|
(Address of principal executive offices)
|
|
(Zip code)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
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|
|
|
|
|
|
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Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
Securities registered pursuant to Section 12(b) of the Act
|
||
Title of each class
|
Trading
symbol(s) |
Name of each exchange on which registered
|
Common Stock, par value $.01
|
MPC
|
New York Stock Exchange
|
|
|
Page
|
|
|
|
|
|
|
|
|
ANS
|
Alaskan North Slope crude oil, an oil index benchmark price
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
barrel
|
One stock tank barrel, or 42 United States gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
|
bcf/d
|
One billion cubic feet per day
|
CARB
|
California Air Resources Board
|
CARBOB
|
California Reformulated Gasoline Blendstock for Oxygenate Blending
|
CBOB
|
Conventional Blending for Oxygenate Blending
|
EBITDA (a non-GAAP financial measure)
|
Earnings Before Interest, Tax, Depreciation and Amortization
|
EPA
|
United States Environmental Protection Agency
|
FASB
|
Financial Accounting Standards Board
|
GAAP
|
Accounting principles generally accepted in the United States
|
IDR
|
Incentive Distribution Right
|
LCM
|
Lower of cost or market
|
LIFO
|
Last in, first out, an inventory costing method
|
LLS
|
Louisiana Light Sweet crude oil, an oil index benchmark price
|
mbpd
|
Thousand barrels per day
|
MMBtu
|
One million British thermal units, an energy measurement
|
MMcf/d
|
One million cubic feet of natural gas per day
|
NGL
|
Natural gas liquids, such as ethane, propane, butanes and natural gasoline
|
NYMEX
|
New York Mercantile Exchange
|
OPEC
|
Organization of Petroleum Exporting Countries
|
OTC
|
Over-the-Counter
|
ppm
|
Parts per million
|
RIN
|
Renewable Identification Number
|
SEC
|
United States Securities and Exchange Commission
|
ULSD
|
Ultra-low sulfur diesel
|
USGC
|
U.S. Gulf Coast
|
VIE
|
Variable interest entity
|
WTI
|
West Texas Intermediate crude oil, an oil index benchmark price
|
|
|
Three Months Ended
March 31, |
||||||
(Millions of dollars, except per share data)
|
|
2019
|
|
2018
|
||||
Revenues and other income:
|
|
|
|
|
||||
Sales and other operating revenues
|
|
$
|
28,081
|
|
|
$
|
18,694
|
|
Sales to related parties
|
|
186
|
|
|
172
|
|
||
Income from equity method investments
|
|
99
|
|
|
86
|
|
||
Net gain on disposal of assets
|
|
214
|
|
|
2
|
|
||
Other income
|
|
35
|
|
|
30
|
|
||
Total revenues and other income
|
|
28,615
|
|
|
18,984
|
|
||
Costs and expenses:
|
|
|
|
|
||||
Cost of revenues (excludes items below)
|
|
25,756
|
|
|
17,370
|
|
||
Purchases from related parties
|
|
204
|
|
|
141
|
|
||
Depreciation and amortization
|
|
919
|
|
|
528
|
|
||
Selling, general and administrative expenses
|
|
881
|
|
|
402
|
|
||
Other taxes
|
|
186
|
|
|
103
|
|
||
Total costs and expenses
|
|
27,946
|
|
|
18,544
|
|
||
Income from operations
|
|
669
|
|
|
440
|
|
||
Net interest and other financial costs
|
|
306
|
|
|
183
|
|
||
Income before income taxes
|
|
363
|
|
|
257
|
|
||
Provision for income taxes
|
|
104
|
|
|
22
|
|
||
Net income
|
|
259
|
|
|
235
|
|
||
Less net income attributable to:
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
|
20
|
|
|
16
|
|
||
Noncontrolling interests
|
|
246
|
|
|
182
|
|
||
Net income (loss) attributable to MPC
|
|
$
|
(7
|
)
|
|
$
|
37
|
|
Per Share Data (See Note 7)
|
|
|
|
|
||||
Basic:
|
|
|
|
|
||||
Net income (loss) attributable to MPC per share
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
Weighted average shares outstanding
|
|
673
|
|
|
476
|
|
||
Diluted:
|
|
|
|
|
||||
Net income (loss) attributable to MPC per share
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
Weighted average shares outstanding
|
|
673
|
|
|
480
|
|
|
|
Three Months Ended
March 31, |
||||||
(Millions of dollars)
|
|
2019
|
|
2018
|
||||
Net income
|
|
$
|
259
|
|
|
$
|
235
|
|
Other comprehensive income (loss):
|
|
|
|
|
||||
Defined benefit postretirement and post-employment plans:
|
|
|
|
|
||||
Actuarial changes, net of tax of $6 and $3, respectively
|
|
(3
|
)
|
|
7
|
|
||
Prior service costs, net of tax of ($8) and ($2), respectively
|
|
(3
|
)
|
|
(7
|
)
|
||
Other, net of tax of $0 and ($1), respectively
|
|
(1
|
)
|
|
(2
|
)
|
||
Other comprehensive loss
|
|
(7
|
)
|
|
(2
|
)
|
||
Comprehensive income
|
|
252
|
|
|
233
|
|
||
Less comprehensive income attributable to:
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
|
20
|
|
|
16
|
|
||
Noncontrolling interests
|
|
246
|
|
|
182
|
|
||
Comprehensive income (loss) attributable to MPC
|
|
$
|
(14
|
)
|
|
$
|
35
|
|
(Millions of dollars, except share data)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
877
|
|
|
$
|
1,687
|
|
Receivables, less allowance for doubtful accounts of $9 and $9, respectively
|
6,893
|
|
|
5,853
|
|
||
Inventories
|
9,833
|
|
|
9,837
|
|
||
Other current assets
|
548
|
|
|
646
|
|
||
Total current assets
|
18,151
|
|
|
18,023
|
|
||
Equity method investments
|
6,558
|
|
|
5,898
|
|
||
Property, plant and equipment, net
|
45,091
|
|
|
45,058
|
|
||
Goodwill
|
20,229
|
|
|
20,184
|
|
||
Right of use assets
|
2,680
|
|
|
—
|
|
||
Other noncurrent assets
|
3,727
|
|
|
3,777
|
|
||
Total assets
|
$
|
96,436
|
|
|
$
|
92,940
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
10,568
|
|
|
$
|
9,366
|
|
Payroll and benefits payable
|
958
|
|
|
1,152
|
|
||
Accrued taxes
|
1,529
|
|
|
1,446
|
|
||
Debt due within one year
|
550
|
|
|
544
|
|
||
Operating lease liabilities
|
613
|
|
|
—
|
|
||
Other current liabilities
|
929
|
|
|
708
|
|
||
Total current liabilities
|
15,147
|
|
|
13,216
|
|
||
Long-term debt
|
27,565
|
|
|
26,980
|
|
||
Deferred income taxes
|
5,011
|
|
|
4,864
|
|
||
Defined benefit postretirement plan obligations
|
1,567
|
|
|
1,509
|
|
||
Long-term operating lease liabilities
|
2,153
|
|
|
—
|
|
||
Deferred credits and other liabilities
|
1,131
|
|
|
1,318
|
|
||
Total liabilities
|
52,574
|
|
|
47,887
|
|
||
Commitments and contingencies (see Note 24)
|
|
|
|
||||
Redeemable noncontrolling interest
|
1,004
|
|
|
1,004
|
|
||
Equity
|
|
|
|
||||
MPC stockholders’ equity:
|
|
|
|
||||
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued – 976 million and 975 million shares (par value $0.01 per share, 2 billion shares authorized)
|
10
|
|
|
10
|
|
||
Held in treasury, at cost – 309 million and 295 million shares
|
(14,063
|
)
|
|
(13,175
|
)
|
||
Additional paid-in capital
|
33,764
|
|
|
33,729
|
|
||
Retained earnings
|
14,391
|
|
|
14,755
|
|
||
Accumulated other comprehensive loss
|
(151
|
)
|
|
(144
|
)
|
||
Total MPC stockholders’ equity
|
33,951
|
|
|
35,175
|
|
||
Noncontrolling interests
|
8,907
|
|
|
8,874
|
|
||
Total equity
|
42,858
|
|
|
44,049
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
96,436
|
|
|
$
|
92,940
|
|
|
Three Months Ended
March 31, |
||||||
(Millions of dollars)
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
259
|
|
|
$
|
235
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs and debt discount
|
—
|
|
|
18
|
|
||
Depreciation and amortization
|
919
|
|
|
528
|
|
||
Pension and other postretirement benefits, net
|
52
|
|
|
32
|
|
||
Deferred income taxes
|
127
|
|
|
(19
|
)
|
||
Net gain on disposal of assets
|
(214
|
)
|
|
(2
|
)
|
||
Income from equity method investments
|
(99
|
)
|
|
(86
|
)
|
||
Distributions from equity method investments
|
148
|
|
|
89
|
|
||
Changes in the fair value of derivative instruments
|
29
|
|
|
(14
|
)
|
||
Changes in operating assets and liabilities, net of effects of businesses acquired:
|
|
|
|
||||
Current receivables
|
(1,037
|
)
|
|
96
|
|
||
Inventories
|
(4
|
)
|
|
440
|
|
||
Current accounts payable and accrued liabilities
|
1,483
|
|
|
(1,455
|
)
|
||
Right of use assets/operating leases
|
(1
|
)
|
|
—
|
|
||
All other, net
|
(39
|
)
|
|
1
|
|
||
Net cash provided by (used in) operating activities
|
1,623
|
|
|
(137
|
)
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(1,241
|
)
|
|
(755
|
)
|
||
Acquisitions, net of cash acquired
|
1
|
|
|
—
|
|
||
Disposal of assets
|
24
|
|
|
7
|
|
||
Investments – acquisitions, loans and contributions
|
(325
|
)
|
|
(41
|
)
|
||
– redemptions, repayments and return of capital
|
2
|
|
|
—
|
|
||
All other, net
|
19
|
|
|
11
|
|
||
Net cash used in investing activities
|
(1,520
|
)
|
|
(778
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt – borrowings
|
2,604
|
|
|
9,610
|
|
||
– repayments
|
(2,031
|
)
|
|
(5,264
|
)
|
||
Debt issuance costs
|
—
|
|
|
(53
|
)
|
||
Issuance of common stock
|
2
|
|
|
12
|
|
||
Common stock repurchased
|
(885
|
)
|
|
(1,327
|
)
|
||
Dividends paid
|
(354
|
)
|
|
(219
|
)
|
||
Distributions to noncontrolling interests
|
(325
|
)
|
|
(195
|
)
|
||
Contributions from noncontrolling interests
|
95
|
|
|
1
|
|
||
All other, net
|
(26
|
)
|
|
(8
|
)
|
||
Net cash provided by (used in) financing activities
|
(920
|
)
|
|
2,557
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(817
|
)
|
|
1,642
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
1,725
|
|
|
3,015
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
908
|
|
|
$
|
4,657
|
|
|
MPC Stockholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-controlling Interests
|
|
Total Equity
|
|
Redeemable Non-controlling Interest
|
||||||||||||||||||||||
(Shares in millions;
amounts in millions of dollars)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance as of December 31, 2018
|
975
|
|
|
$
|
10
|
|
|
(295
|
)
|
|
$
|
(13,175
|
)
|
|
$
|
33,729
|
|
|
$
|
14,755
|
|
|
$
|
(144
|
)
|
|
$
|
8,874
|
|
|
$
|
44,049
|
|
|
$
|
1,004
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
246
|
|
|
239
|
|
|
20
|
|
||||||||
Dividends declared on common stock ($0.53 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(305
|
)
|
|
(305
|
)
|
|
(20
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
95
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(885
|
)
|
|
—
|
|
||||||||
Stock based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
32
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
28
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX & ANDX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||||
Balance as of March 31, 2019
|
976
|
|
|
$
|
10
|
|
|
(309
|
)
|
|
$
|
(14,063
|
)
|
|
$
|
33,764
|
|
|
$
|
14,391
|
|
|
$
|
(151
|
)
|
|
$
|
8,907
|
|
|
$
|
42,858
|
|
|
$
|
1,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of December 31, 2017
|
734
|
|
|
$
|
7
|
|
|
(248
|
)
|
|
$
|
(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 on common stock ($0.46 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
(219
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
(179
|
)
|
|
(16
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(1,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,327
|
)
|
|
—
|
|
||||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
27
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
24
|
|
|
—
|
|
||||||||
Impact from equity transactions of MPLX & ANDX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,380
|
|
|
—
|
|
|
—
|
|
|
(2,926
|
)
|
|
(546
|
)
|
|
—
|
|
||||||||
Balance as of March 31, 2018
|
734
|
|
|
$
|
7
|
|
|
(267
|
)
|
|
$
|
(11,200
|
)
|
|
$
|
13,669
|
|
|
$
|
12,745
|
|
|
$
|
(233
|
)
|
|
$
|
3,875
|
|
|
$
|
18,863
|
|
|
$
|
1,000
|
|
ASU
|
|
|
Effective Date
|
2018-02
|
Reporting Comprehensive Income - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
January 1, 2019
|
2017-12
|
Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities
|
|
January 1, 2019
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Increase due to the issuance of MPLX common units and general partner units to MPC
|
$
|
—
|
|
|
$
|
1,114
|
|
Increase due to GP/IDR Exchange
|
—
|
|
|
1,808
|
|
||
Increase due to the issuance of MPLX & ANDX common units
|
4
|
|
|
4
|
|
||
Increase in MPC's additional paid-in capital
|
4
|
|
|
2,926
|
|
||
Tax impact
|
(1
|
)
|
|
(546
|
)
|
||
Increase in MPC's additional paid-in capital, net of tax
|
$
|
3
|
|
|
$
|
2,380
|
|
(In millions)
|
As originally reported
|
|
Adjustments
|
|
As adjusted
|
||||||
Cash and cash equivalents
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
382
|
|
Receivables
|
2,744
|
|
|
(2
|
)
|
|
2,742
|
|
|||
Inventories
|
5,204
|
|
|
(8
|
)
|
|
5,196
|
|
|||
Other current assets
|
378
|
|
|
—
|
|
|
378
|
|
|||
Equity method investments
|
865
|
|
|
—
|
|
|
865
|
|
|||
Property, plant and equipment, net
|
16,545
|
|
|
(1
|
)
|
|
16,544
|
|
|||
Other noncurrent assets
(a)
|
3,086
|
|
|
—
|
|
|
3,086
|
|
|||
Total assets acquired
|
29,204
|
|
|
(11
|
)
|
|
29,193
|
|
|||
Accounts payable
|
4,003
|
|
|
—
|
|
|
4,003
|
|
|||
Payroll and benefits payable
|
348
|
|
|
—
|
|
|
348
|
|
|||
Accrued taxes
|
590
|
|
|
—
|
|
|
590
|
|
|||
Debt due within one year
|
34
|
|
|
—
|
|
|
34
|
|
|||
Other current liabilities
|
392
|
|
|
23
|
|
|
415
|
|
|||
Long-term debt
|
8,875
|
|
|
1
|
|
|
8,876
|
|
|||
Deferred income taxes
|
1,609
|
|
|
22
|
|
|
1,631
|
|
|||
Defined benefit postretirement plan obligations
|
432
|
|
|
—
|
|
|
432
|
|
|||
Deferred credit and other liabilities
|
714
|
|
|
6
|
|
|
720
|
|
|||
Noncontrolling interests
|
5,059
|
|
|
3
|
|
|
5,062
|
|
|||
Total liabilities and noncontrolling interest assumed
|
22,056
|
|
|
55
|
|
|
22,111
|
|
|||
Net assets acquired excluding goodwill
|
7,148
|
|
|
(66
|
)
|
|
7,082
|
|
|||
Goodwill
|
16,314
|
|
|
66
|
|
|
16,380
|
|
|||
Net assets acquired
|
$
|
23,462
|
|
|
$
|
—
|
|
|
$
|
23,462
|
|
(a)
|
Includes intangible assets.
|
|
Three Months Ended
March 31, |
||
(In millions)
|
2018
|
||
Sales and other operating revenues
|
$
|
29,206
|
|
Net income attributable to MPC
|
26
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||||||||||
(In millions)
|
MPLX
|
|
ANDX
(a)
|
|
MPLX
|
|
ANDX
(a)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
93
|
|
|
$
|
29
|
|
|
$
|
68
|
|
|
$
|
10
|
|
Receivables, less allowance for doubtful accounts
|
372
|
|
|
248
|
|
|
425
|
|
|
199
|
|
||||
Inventories
|
74
|
|
|
21
|
|
|
77
|
|
|
22
|
|
||||
Other current assets
|
34
|
|
|
37
|
|
|
45
|
|
|
57
|
|
||||
Equity method investments
|
4,270
|
|
|
602
|
|
|
4,174
|
|
|
602
|
|
||||
Property, plant and equipment, net
|
14,816
|
|
|
6,882
|
|
|
14,639
|
|
|
6,845
|
|
||||
Goodwill
|
2,581
|
|
|
1,052
|
|
|
2,586
|
|
|
1,051
|
|
||||
Right of use assets
|
262
|
|
|
122
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
448
|
|
|
1,235
|
|
|
458
|
|
|
1,242
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
583
|
|
|
$
|
177
|
|
|
$
|
776
|
|
|
$
|
215
|
|
Payroll and benefits payable
|
4
|
|
|
1
|
|
|
2
|
|
|
10
|
|
||||
Accrued taxes
|
40
|
|
|
20
|
|
|
48
|
|
|
23
|
|
||||
Debt due within one year
|
1
|
|
|
503
|
|
|
1
|
|
|
504
|
|
||||
Operating lease liabilities
|
46
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Other current liabilities
|
189
|
|
|
117
|
|
|
177
|
|
|
77
|
|
||||
Long-term debt
|
13,832
|
|
|
4,629
|
|
|
13,392
|
|
|
4,469
|
|
||||
Deferred income taxes
|
12
|
|
|
1
|
|
|
13
|
|
|
1
|
|
||||
Long-term operating lease liabilities
|
216
|
|
|
109
|
|
|
—
|
|
|
—
|
|
||||
Deferred credits and other liabilities
|
289
|
|
|
66
|
|
|
276
|
|
|
68
|
|
(a)
|
The balances reflected here are ANDX’s historical balances as the preliminary purchase accounting adjustments related to ANDX’s assets and liabilities in connection with the Andeavor acquisition and reflected on our consolidated balance sheets as of December 31, 2018 and March 31, 2019 have not yet been pushed down to this subsidiary.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Sales to related parties
(a)
|
$
|
186
|
|
|
$
|
172
|
|
Purchases from related parties
(b)
|
204
|
|
|
141
|
|
(a)
|
Sales to related parties consists primarily of sales of refined products to PFJ Southeast, an equity affiliate which owns and operates travel plazas primarily in the Southeast region of the United States.
|
(b)
|
We obtain utilities, transportation services and purchase ethanol from certain of our equity affiliates.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Revenues and other income
|
$
|
1,628
|
|
|
$
|
1,503
|
|
Income from operations
|
336
|
|
|
254
|
|
||
Net income
|
314
|
|
|
274
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2019
|
|
2018
|
||||
Basic earnings (loss) per share:
|
|
|
|
||||
Allocation of earnings:
|
|
|
|
||||
Net income (loss) attributable to MPC
|
$
|
(7
|
)
|
|
$
|
37
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
||
Income (loss) available to common stockholders – basic
|
$
|
(7
|
)
|
|
$
|
37
|
|
Weighted average common shares outstanding
|
673
|
|
|
476
|
|
||
Basic earnings (loss) per share
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
Diluted earnings (loss) per share:
|
|
|
|
||||
Allocation of earnings:
|
|
|
|
||||
Net income (loss) attributable to MPC
|
$
|
(7
|
)
|
|
$
|
37
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
||
Income (loss) available to common stockholders – diluted
|
$
|
(7
|
)
|
|
$
|
37
|
|
Weighted average common shares outstanding
|
673
|
|
|
476
|
|
||
Effect of dilutive securities
|
—
|
|
|
4
|
|
||
Weighted average common shares, including dilutive effect
|
673
|
|
|
480
|
|
||
Diluted earnings (loss) per share
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
Three Months Ended
March 31, |
||||
(In millions)
|
2019
|
|
2018
|
||
Shares issuable under stock-based compensation plans
|
7
|
|
|
—
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2019
|
|
2018
|
||||
Number of shares repurchased
|
14
|
|
|
19
|
|
||
Cash paid for shares repurchased
|
$
|
885
|
|
|
$
|
1,327
|
|
Average cost per share
|
$
|
62.98
|
|
|
$
|
68.74
|
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our
16
refineries
in the West Coast, Mid-Continent and Gulf Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined products through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon
®
branded outlets.
|
•
|
Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway
®
brand, and long-term fuel supply contracts with direct dealers who operate locations primarily under the ARCO
®
brand.
|
•
|
Midstream – 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; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party
|
$
|
19,751
|
|
|
$
|
7,373
|
|
|
$
|
957
|
|
|
$
|
28,081
|
|
Intersegment
|
4,429
|
|
|
2
|
|
|
1,232
|
|
|
5,663
|
|
||||
Related party
|
183
|
|
|
3
|
|
|
—
|
|
|
186
|
|
||||
Segment revenues
|
$
|
24,363
|
|
|
$
|
7,378
|
|
|
$
|
2,189
|
|
|
$
|
33,930
|
|
Segment income (loss) from operations
|
$
|
(334
|
)
|
|
$
|
170
|
|
|
$
|
908
|
|
|
$
|
744
|
|
Income from equity method investments
|
1
|
|
|
17
|
|
|
81
|
|
|
99
|
|
||||
Depreciation and amortization
(a)
|
427
|
|
|
126
|
|
|
307
|
|
|
860
|
|
||||
Capital expenditures and investments
(b)
|
394
|
|
|
73
|
|
|
823
|
|
|
1,290
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
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
(a)
|
252
|
|
|
79
|
|
|
181
|
|
|
512
|
|
||||
Capital expenditures and investments
(b)
|
191
|
|
|
39
|
|
|
482
|
|
|
712
|
|
(a)
|
Differences between segment totals and MPC consolidated totals represent amounts related to corporate and other unallocated items and are included in items not allocated to segments in the reconciliation below.
|
(b)
|
Capital expenditures include changes in capital accruals and investments in affiliates. See reconciliation from segment totals to MPC consolidated total capital expenditures below.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Segment income from operations
|
$
|
744
|
|
|
$
|
529
|
|
Items not allocated to segments:
|
|
|
|
||||
Corporate and other unallocated items
(a)
|
(191
|
)
|
|
(89
|
)
|
||
Capline restructuring gain
(b)
|
207
|
|
|
—
|
|
||
Transaction-related costs
(c)
|
(91
|
)
|
|
—
|
|
||
Income from operations
|
669
|
|
|
440
|
|
||
Net interest and other financial costs
|
306
|
|
|
183
|
|
||
Income before income taxes
|
$
|
363
|
|
|
$
|
257
|
|
(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 and ANDX, which are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Retail segments.
|
(b)
|
See Note
13
.
|
(c)
|
The transaction-related costs recognized in the first quarter largely relate to the recognition of an obligation for vacation benefits provided to former Andeavor employees.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Segment capital expenditures and investments
|
$
|
1,290
|
|
|
$
|
712
|
|
Less investments in equity method investees
|
325
|
|
|
41
|
|
||
Plus items not allocated to segments:
|
|
|
|
||||
Corporate
|
10
|
|
|
18
|
|
||
Capitalized interest
|
31
|
|
|
18
|
|
||
Total capital expenditures
(a)
|
$
|
1,006
|
|
|
$
|
707
|
|
(a)
|
Capital expenditures include changes in capital accruals. See Note
19
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)
|
2019
|
|
2018
|
||||
Interest income
|
$
|
(9
|
)
|
|
$
|
(20
|
)
|
Interest expense
|
340
|
|
|
213
|
|
||
Interest capitalized
|
(32
|
)
|
|
(18
|
)
|
||
Pension and other postretirement non-service costs
(a)
|
(3
|
)
|
|
—
|
|
||
Loss on extinguishment of debt
|
—
|
|
|
4
|
|
||
Other financial costs
|
10
|
|
|
4
|
|
||
Net interest and other financial costs
|
$
|
306
|
|
|
$
|
183
|
|
(a)
|
See Note
21
.
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Crude oil and refinery feedstocks
|
$
|
3,689
|
|
|
$
|
3,655
|
|
Refined products
|
5,186
|
|
|
5,234
|
|
||
Materials and supplies
|
744
|
|
|
720
|
|
||
Merchandise
|
214
|
|
|
228
|
|
||
Total
|
$
|
9,833
|
|
|
$
|
9,837
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Refining & Marketing
|
$
|
27,968
|
|
|
$
|
27,590
|
|
Retail
|
6,681
|
|
|
6,637
|
|
||
Midstream
|
25,929
|
|
|
25,692
|
|
||
Corporate and Other
|
1,304
|
|
|
1,294
|
|
||
Total
|
61,882
|
|
|
61,213
|
|
||
Less accumulated depreciation
|
16,791
|
|
|
16,155
|
|
||
Property, plant and equipment, net
|
$
|
45,091
|
|
|
$
|
45,058
|
|
|
March 31, 2019
|
||||||||||||||||||||||
|
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
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
122
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
(128
|
)
|
|
$
|
12
|
|
|
$
|
42
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
142
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
(161
|
)
|
|
$
|
5
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
December 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
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
370
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
(323
|
)
|
|
$
|
78
|
|
|
$
|
2
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
255
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
(284
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of
March 31, 2019
, cash collateral of
$33 million
was netted with the mark-to-market derivative liabilities. As of
December 31, 2018
, cash collateral of
$52 million
was netted with mark-to-market derivative assets and
$13 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.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
61
|
|
|
$
|
66
|
|
Unrealized and realized losses included in net income
|
6
|
|
|
(3
|
)
|
||
Settlements of derivative instruments
|
(2
|
)
|
|
(3
|
)
|
||
Ending balance
|
$
|
65
|
|
|
$
|
60
|
|
|
|
|
|
||||
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:
|
$
|
5
|
|
|
$
|
(3
|
)
|
(In millions)
|
March 31, 2019
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
139
|
|
|
$
|
160
|
|
Other current liabilities
(a)
|
1
|
|
|
14
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
57
|
|
(In millions)
|
December 31, 2018
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
400
|
|
|
$
|
283
|
|
Other current liabilities
(a)
|
1
|
|
|
16
|
|
||
Deferred credits and other liabilities
(a)
|
—
|
|
|
54
|
|
(a)
|
Includes embedded derivatives.
|
|
Percentage of contracts that expire next quarter
|
|
Position
|
||||
(Units in thousands of barrels)
|
|
Long
|
|
Short
|
|||
Exchange-traded
(a)
|
|
|
|
|
|
||
Crude oil
|
82.6%
|
|
49,844
|
|
|
58,466
|
|
Refined products
|
89.4%
|
|
11,373
|
|
|
9,945
|
|
Blending products
|
77.3%
|
|
4,688
|
|
|
4,866
|
|
OTC
|
|
|
|
|
|
||
Crude oil
|
—%
|
|
640
|
|
|
—
|
|
Blending products
|
—%
|
|
1,676
|
|
|
1,444
|
|
(a)
|
Included in exchange-traded are spread contracts in thousands of barrels: Crude oil -
11,999
long and
3,980
short; Refined products -
300
long and
300
short; Blending products -
2,603
long and
2,506
short
|
|
Loss
|
||||||
(In millions)
|
Three Months Ended March 31,
|
||||||
Income Statement Location
|
2019
|
|
2018
|
||||
Sales and other operating revenues
|
$
|
(20
|
)
|
|
$
|
(1
|
)
|
Cost of revenues
|
(80
|
)
|
|
(27
|
)
|
||
Total
|
$
|
(100
|
)
|
|
$
|
(28
|
)
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Marathon Petroleum Corporation
|
$
|
9,120
|
|
|
$
|
9,114
|
|
MPLX LP
|
14,283
|
|
|
13,856
|
|
||
ANDX LP
|
5,168
|
|
|
5,010
|
|
||
Total debt
|
$
|
28,571
|
|
|
$
|
27,980
|
|
Unamortized debt issuance costs
|
(126
|
)
|
|
(128
|
)
|
||
Unamortized discount
|
(330
|
)
|
|
(328
|
)
|
||
Amounts due within one year
|
(550
|
)
|
|
(544
|
)
|
||
Total long-term debt due after one year
|
$
|
27,565
|
|
|
$
|
26,980
|
|
(Dollars in millions)
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Outstanding
Letters
of Credit
|
|
Available
Capacity
|
|
Weighted
Average
Interest
Rate
|
|
Expiration
|
|||||||||
MPC 364-day bank revolving credit facility
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
—
|
|
|
September 2019
|
MPC bank revolving credit facility
|
|
5,000
|
|
|
—
|
|
|
32
|
|
|
4,968
|
|
|
—
|
|
|
October 2023
|
||||
MPLX bank revolving credit facility
|
|
2,250
|
|
|
425
|
|
|
3
|
|
|
1,822
|
|
|
3.92
|
%
|
|
July 2022
|
||||
ANDX revolving & dropdown credit facilities
(a)
|
|
2,100
|
|
|
1,404
|
|
|
—
|
|
|
696
|
|
|
4.32
|
%
|
|
January 2021
|
||||
Trade receivables securitization facility
|
|
750
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
July 2019
|
||||
|
|
$
|
11,100
|
|
|
$
|
1,829
|
|
|
$
|
35
|
|
|
$
|
9,236
|
|
|
|
|
|
(a)
|
Western Refining Southwest, Inc., a wholly-owned subsidiary of MPC and unitholder of ANDX, has guaranteed certain outstanding borrowings under the ANDX dropdown credit facility that were made in connection with the August 2018 dropdown transaction.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Refined products
|
$
|
24,653
|
|
|
$
|
16,158
|
|
Merchandise
|
1,464
|
|
|
1,130
|
|
||
Crude oil and refinery feedstocks
|
1,367
|
|
|
883
|
|
||
Midstream services, transportation and other
|
597
|
|
|
523
|
|
||
Sales and other operating revenues
|
$
|
28,081
|
|
|
$
|
18,694
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
269
|
|
|
$
|
212
|
|
Net income taxes paid to taxing authorities
|
42
|
|
|
6
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
||||
Payments on operating leases
|
189
|
|
|
—
|
|
||
Interest payments under finance lease obligations
|
8
|
|
|
—
|
|
||
Net cash provided by financing activities included:
|
|
|
|
||||
Principal payments under finance lease obligations
|
10
|
|
|
—
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Right of use assets obtained in exchange for new operating lease obligations
|
31
|
|
|
—
|
|
||
Right of use assets obtained in exchange for new finance lease obligations
|
15
|
|
|
—
|
|
||
Contribution of net assets to Capline LLC
(a)
|
143
|
|
|
—
|
|
||
Recognition of Capline LLC equity method investment
(a)
|
350
|
|
|
—
|
|
(a)
|
See Note
13
.
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
877
|
|
|
$
|
1,687
|
|
Restricted cash
(a)
|
31
|
|
|
38
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
908
|
|
|
$
|
1,725
|
|
(a)
|
The restricted cash balance is included within other current assets on the consolidated balance sheets.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2019
|
|
2018
|
||||
Additions to property, plant and equipment per the consolidated statements of cash flows
|
$
|
1,241
|
|
|
$
|
755
|
|
Asset retirement expenditures
|
—
|
|
|
1
|
|
||
Decrease in capital accruals
|
(235
|
)
|
|
(49
|
)
|
||
Total capital expenditures
|
$
|
1,006
|
|
|
$
|
707
|
|
(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
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other comprehensive income (loss)
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Balance as of March 31, 2018
|
$
|
(189
|
)
|
|
$
|
(49
|
)
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
(233
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2018
|
$
|
(132
|
)
|
|
$
|
(23
|
)
|
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
(144
|
)
|
Other comprehensive loss before reclassifications
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit
(a)
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
– actuarial loss
(a)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
– settlement loss
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Tax effect
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Other comprehensive loss
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
|||||
Balance as of March 31, 2019
|
$
|
(138
|
)
|
|
$
|
(23
|
)
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
(151
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note
21
.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
58
|
|
|
$
|
36
|
|
|
$
|
8
|
|
|
$
|
7
|
|
Interest cost
|
28
|
|
|
18
|
|
|
9
|
|
|
7
|
|
||||
Expected return on plan assets
|
(32
|
)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(11
|
)
|
|
(8
|
)
|
|
—
|
|
|
(1
|
)
|
||||
– actuarial loss
|
4
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
– settlement loss
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
47
|
|
|
$
|
30
|
|
|
$
|
17
|
|
|
$
|
13
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2018
|
8,724,595
|
|
|
$
|
37.07
|
|
Granted
|
1,037,671
|
|
|
62.68
|
|
|
Exercised
|
(229,169
|
)
|
|
10.62
|
|
|
Forfeited or expired
|
—
|
|
|
—
|
|
|
Outstanding at March 31, 2019
|
9,533,097
|
|
|
40.49
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding at December 31, 2018
|
990,700
|
|
|
$
|
57.23
|
|
|
4,226,856
|
|
|
$
|
80.96
|
|
Granted
|
158,120
|
|
|
62.66
|
|
|
8,050
|
|
|
59.56
|
|
||
Vested
|
(114,136
|
)
|
|
49.58
|
|
|
(1,110,705
|
)
|
|
82.43
|
|
||
Forfeited
|
(12,622
|
)
|
|
56.84
|
|
|
(46,923
|
)
|
|
82.43
|
|
||
Outstanding at March 31, 2019
|
1,022,062
|
|
|
58.93
|
|
|
3,077,278
|
|
|
80.35
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2018
|
8,618,583
|
|
|
$
|
0.79
|
|
Granted
|
6,200,000
|
|
|
0.72
|
|
|
Vested
|
(2,280,333
|
)
|
|
0.57
|
|
|
Forfeited
|
(120,000
|
)
|
|
0.84
|
|
|
Outstanding at March 31, 2019
|
12,418,250
|
|
|
0.79
|
|
|
Three Months Ended
March 31, |
||
(In millions)
|
2019
|
||
Finance lease cost:
|
|
||
Amortization of right of use assets
|
$
|
14
|
|
Interest on lease liabilities
|
10
|
|
|
Operating lease cost
|
190
|
|
|
Variable lease cost
|
15
|
|
|
Short-term lease cost
|
152
|
|
|
Total lease cost
|
$
|
381
|
|
(In millions)
|
March 31, 2019
|
||
Operating leases
|
|
||
Assets
|
|
||
Right of use assets
|
$
|
2,680
|
|
Liabilities
|
|
||
Operating lease liabilities
|
$
|
613
|
|
Long-term operating lease liabilities
|
2,153
|
|
|
Total operating lease liabilities
|
$
|
2,766
|
|
Weighted average remaining lease term
|
6.5 years
|
|
|
Weighted average discount rate
|
4.13
|
%
|
|
|
|
||
Finance leases
|
|
||
Assets
|
|
||
Property, plant and equipment, gross
|
$
|
760
|
|
Accumulated depreciation
|
206
|
|
|
Property, plant and equipment, net
|
$
|
554
|
|
Liabilities
|
|
||
Debt due within one year
|
$
|
45
|
|
Long-term debt
|
612
|
|
|
Total finance lease liabilities
|
$
|
657
|
|
Weighted average remaining lease term
|
13.2 years
|
|
|
Weighted average discount rate
|
6.02
|
%
|
(In millions)
|
Operating
|
|
Finance
|
||||
2019
|
$
|
554
|
|
|
$
|
57
|
|
2020
|
629
|
|
|
76
|
|
||
2021
|
545
|
|
|
69
|
|
||
2022
|
370
|
|
|
76
|
|
||
2023
|
262
|
|
|
83
|
|
||
2024 and thereafter
|
832
|
|
|
596
|
|
||
Gross lease payments
|
3,192
|
|
|
957
|
|
||
Less: imputed interest
|
426
|
|
|
300
|
|
||
Total lease liabilities
|
$
|
2,766
|
|
|
$
|
657
|
|
(In millions)
|
Operating
|
|
Capital
|
||||
2019
|
$
|
709
|
|
|
$
|
70
|
|
2020
|
619
|
|
|
71
|
|
||
2021
|
553
|
|
|
66
|
|
||
2022
|
389
|
|
|
75
|
|
||
2023
|
295
|
|
|
82
|
|
||
2024 and thereafter
|
858
|
|
|
586
|
|
||
Total minimum lease payments
|
$
|
3,423
|
|
|
950
|
|
|
Less: imputed interest costs
|
|
|
301
|
|
|||
Present value of net minimum lease payments
|
|
|
$
|
649
|
|
(In millions)
|
|
||
2019
|
$
|
144
|
|
2020
|
168
|
|
|
2021
|
162
|
|
|
2022
|
160
|
|
|
2023
|
154
|
|
|
2024 and thereafter
|
1,205
|
|
|
Total minimum future rentals
|
$
|
1,993
|
|
(In millions)
|
March 31, 2019
|
||
Natural gas gathering and NGL transportation pipelines and facilities
|
$
|
1,036
|
|
Natural gas processing facilities
|
642
|
|
|
Terminal and related assets
|
112
|
|
|
Land, building, office equipment and other
|
41
|
|
|
Property, plant and equipment
|
1,831
|
|
|
Less accumulated depreciation
|
261
|
|
|
Property, plant and equipment, net
|
$
|
1,570
|
|
•
|
the risk that the cost savings and any other synergies from the Andeavor acquisition may not be fully realized or may take longer to realize than expected;
|
•
|
disruption from the Andeavor acquisition making it more difficult to maintain relationships with customers, employees or suppliers;
|
•
|
risks relating to any unforeseen liabilities of Andeavor;
|
•
|
the proposed transaction between MPLX LP and Andeavor Logistics LP;
|
•
|
future levels of revenues, refining and marketing margins, operating costs, retail gasoline and distillate margins, merchandise margins, income from operations, net income or earnings per share;
|
•
|
the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks;
|
•
|
consumer demand for refined products;
|
•
|
our ability to manage disruptions in credit markets or changes to our credit rating;
|
•
|
future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
|
•
|
the success or timing of completion of ongoing or anticipated capital or maintenance projects;
|
•
|
the reliability of processing units and other equipment;
|
•
|
business strategies, growth opportunities and expected investments;
|
•
|
share repurchase authorizations, including the timing and amounts of any common stock repurchases;
|
•
|
the adequacy of our capital resources and liquidity, including but not limited to, availability of sufficient cash flow to execute our business plan and to effect any share repurchases or dividend increases, including within the expected timeframe;
|
•
|
the effect of restructuring or reorganization of business components;
|
•
|
the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows;
|
•
|
continued or further volatility in and/or degradation of general economic, market, industry or business conditions;
|
•
|
compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the Renewable Fuel Standard, and/or enforcement actions initiated thereunder; and
|
•
|
the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation.
|
•
|
volatility or degradation in general economic, market, industry or business conditions;
|
•
|
availability and pricing of domestic and foreign supplies of natural gas, NGLs and crude oil and other feedstocks;
|
•
|
the ability of the members of the OPEC to agree on and to influence crude oil price and production controls;
|
•
|
availability and pricing of domestic and foreign supplies of refined products such as gasoline, diesel fuel, jet fuel, home heating oil and petrochemicals;
|
•
|
foreign imports and exports of crude oil, refined products, natural gas and NGLs;
|
•
|
refining industry overcapacity or under capacity;
|
•
|
changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;
|
•
|
changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks and refined products;
|
•
|
changes to our capital budget, expected construction costs and timing of projects;
|
•
|
the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
|
•
|
fluctuations in consumer demand for refined products, natural gas and NGLs, including seasonal fluctuations;
|
•
|
political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States, and in crude oil producing regions, including the Middle East, Africa, Canada and South America;
|
•
|
actions taken by our competitors, including pricing adjustments, expansion of retail activities, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
|
•
|
completion of pipeline projects within the United States;
|
•
|
changes in fuel and utility costs for our facilities;
|
•
|
failure to realize the benefits projected for capital projects, or cost overruns associated with such projects;
|
•
|
modifications to MPLX and ANDX earnings and distribution growth objectives;
|
•
|
the ability to successfully implement growth opportunities, including strategic initiatives and actions;
|
•
|
risks and uncertainties associated with intangible assets, including any future goodwill or intangible assets impairment charges;
|
•
|
the ability to realize the strategic benefits of joint venture opportunities;
|
•
|
accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
|
•
|
unusual weather conditions and natural disasters, which can unforeseeably affect the price or availability of crude oil and other feedstocks and refined products;
|
•
|
acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs or refined products;
|
•
|
state and federal environmental, economic, health and safety, energy and other policies and regulations, including the cost of compliance with the renewable fuel standard program;
|
•
|
adverse changes in laws including with respect to tax and regulatory matters;
|
•
|
rulings, judgments or settlements and related expenses in litigation or other legal, tax or regulatory matters, including unexpected environmental remediation costs, in excess of any reserves or insurance coverage;
|
•
|
political pressure and influence of environmental groups upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based products;
|
•
|
labor and material shortages;
|
•
|
the maintenance of satisfactory relationships with labor unions and joint venture partners;
|
•
|
the ability and willingness of parties with whom we have material relationships to perform their obligations to us;
|
•
|
the market price of our common stock and its impact on our share repurchase authorizations;
|
•
|
changes in the credit ratings assigned to our debt securities and trade credit, changes in the availability of unsecured credit, changes affecting the credit markets generally and our ability to manage such changes;
|
•
|
capital market conditions and our ability to raise adequate capital to execute our business plan;
|
•
|
the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors; and
|
•
|
the other factors described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended
December 31, 2018
.
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our
16
refineries
in the West Coast, Mid-Continent and Gulf Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined products through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to our Retail business segment and to independent entrepreneurs who operate primarily Marathon
®
branded outlets.
|
•
|
Retail – sells transportation fuels and convenience products in the retail market across the United States through company-owned and operated convenience stores, primarily under the Speedway
®
brand, and long-term fuel supply contracts with direct dealers who operate locations primarily under the ARCO
®
brand.
|
•
|
Midstream – 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; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX and ANDX, our sponsored master limited partnerships.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
|
2019
|
|
2018
|
||||
Income (loss) from operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
(334
|
)
|
|
$
|
(133
|
)
|
|
Retail
|
170
|
|
|
95
|
|
|||
Midstream
|
908
|
|
|
567
|
|
|||
Items not allocated to segments
|
(75
|
)
|
|
(89
|
)
|
|||
Income from operations
|
$
|
669
|
|
|
$
|
440
|
|
|
Net income (loss) attributable to MPC
|
$
|
(7
|
)
|
|
$
|
37
|
|
|
Net income (loss) attributable to MPC per diluted share
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Cash distributions received:
|
|
|
|
|||||
Limited partner distributions - MPLX
|
$
|
327
|
|
|
$
|
171
|
|
|
Limited partner distributions - ANDX
|
146
|
|
|
—
|
|
|||
Total
|
$
|
473
|
|
|
$
|
171
|
|
•
|
The West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel of LA CARB Diesel;
|
•
|
The Mid-Continent crack spread uses three barrels of WTI crude producing two barrels of Chicago CBOB gasoline and one barrel of Chicago ULSD; and
|
•
|
The Gulf Coast crack spread uses three barrels of LLS crude producing two barrels of USGC CBOB gasoline and one barrel of USGC ULSD.
|
(a)
|
Crack spread based on
38 percent
WTI,
38 percent
LLS and
24 percent
ANS with Mid-Continent, Gulf Coast and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.
|
(b)
|
Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select
|
(c)
|
Sweet crude oil basket consists of the following crudes: Bakken, Brent, LLS, WTI-Cushing and WTI-Midland
|
(d)
|
This is consumption based exposure for our Refining & Marketing segment and does not include the the effects to our Midstream segment.
|
•
|
the selling prices realized for and the mix of refined products as compared to the assumptions used to calculate the market crack spreads;
|
•
|
the types of crude oil and other charge and blendstocks processed as compared to the assumptions used to calculate the market crack spreads;
|
•
|
our refinery yields;
|
•
|
the cost of products purchased for resale;
|
•
|
the impact of commodity derivative instruments used to hedge price risk; and
|
•
|
the potential impact of LCM adjustments to inventories in periods of declining prices.
|
|
|
Three Months Ended
March 31, |
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
|||||||
Sales and other operating revenues
|
$
|
28,081
|
|
|
$
|
18,694
|
|
|
$
|
9,387
|
|
|
Sales to related parties
|
186
|
|
|
172
|
|
|
14
|
|
||||
Income from equity method investments
|
99
|
|
|
86
|
|
|
13
|
|
||||
Net gain on disposal of assets
|
214
|
|
|
2
|
|
|
212
|
|
||||
Other income
|
35
|
|
|
30
|
|
|
5
|
|
||||
Total revenues and other income
|
28,615
|
|
|
18,984
|
|
|
9,631
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|||||||
Cost of revenues (excludes items below)
|
25,756
|
|
|
17,370
|
|
|
8,386
|
|
||||
Purchases from related parties
|
204
|
|
|
141
|
|
|
63
|
|
||||
Depreciation and amortization
|
919
|
|
|
528
|
|
|
391
|
|
||||
Selling, general and administrative expenses
|
881
|
|
|
402
|
|
|
479
|
|
||||
Other taxes
|
186
|
|
|
103
|
|
|
83
|
|
||||
Total costs and expenses
|
27,946
|
|
|
18,544
|
|
|
9,402
|
|
||||
Income from operations
|
669
|
|
|
440
|
|
|
229
|
|
||||
Net interest and other financial costs
|
306
|
|
|
183
|
|
|
123
|
|
||||
Income before income taxes
|
363
|
|
|
257
|
|
|
106
|
|
||||
Provision for income taxes
|
104
|
|
|
22
|
|
|
82
|
|
||||
Net income
|
259
|
|
|
235
|
|
|
24
|
|
||||
Less net income attributable to:
|
|
|
|
|
|
|||||||
Redeemable noncontrolling interest
|
20
|
|
|
16
|
|
|
4
|
|
||||
Noncontrolling interests
|
246
|
|
|
182
|
|
|
64
|
|
||||
Net income (loss) attributable to MPC
|
$
|
(7
|
)
|
|
$
|
37
|
|
|
$
|
(44
|
)
|
•
|
increased
sales and other operating revenues of
$9.39 billion
primarily due to
increased
Refining & Marketing segment refined product sales volumes, which
increased
1,408
mbpd largely due to the Andeavor acquisition on October 1, 2018; and
|
•
|
increased
net gain on disposal of assets of
$212 million
primarily due to a
$207 million
gain recognized in connection with MPC’s exchange of its undivided interest in the Capline pipeline system for an equity ownership in Capline LLC.
|
•
|
increased
cost of revenues of
$8.39 billion
primarily due to the inclusion of costs related to the Andeavor operations following the acquisition;
|
•
|
increased
depreciation and amortization of
$391 million
primarily due to the depreciation of the fair value of assets acquired in connection with the Andeavor acquisition;
|
•
|
increased
selling, general and administrative expenses of
$479 million
primarily due to increased costs of the combined company subsequent to the acquisition of Andeavor and reflects MPC’s classification of costs and expenses; and
|
•
|
increased
other taxes of
$83 million
primarily due to the inclusion of other taxes related to the acquired Andeavor operations.
|
(a)
|
Includes intersegment sales and sales destined for export.
|
(b)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(c)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
(d)
|
Per barrel of total refinery throughputs.
|
(e)
|
Includes utilities, labor, routine maintenance and other operating costs.
|
(f)
|
Primarily related to refined product distribution costs, including fees paid to our two sponsored master limited partnerships, MPLX and ANDX.
|
|
|
Three Months Ended
March 31, |
||||||
Benchmark Spot Prices
(dollars per gallon)
|
|
2019
|
|
2018
|
||||
Chicago CBOB unleaded regular gasoline
|
$
|
1.51
|
|
|
$
|
1.74
|
|
|
Chicago ULSD
|
1.84
|
|
|
1.94
|
|
|||
USGC CBOB unleaded regular gasoline
|
1.52
|
|
|
1.77
|
|
|||
USGC ULSD
|
1.88
|
|
|
1.93
|
|
|||
LA CARBOB
|
|
1.82
|
|
|
1.98
|
|
||
LA CARB diesel
|
|
1.92
|
|
|
2.01
|
|
||
|
|
|
|
|
||||
Market Indicators
(dollars per barrel)
|
|
|
|
|
||||
LLS
|
|
$
|
62.34
|
|
|
$
|
65.82
|
|
WTI
|
|
54.90
|
|
|
62.89
|
|
||
ANS
|
|
64.48
|
|
|
67.00
|
|
||
Crack Spreads:
|
|
|
|
|
||||
Mid-Continent WTI 3-2-1
|
$
|
11.70
|
|
|
$
|
9.89
|
|
|
USGC LLS 3-2-1
|
5.23
|
|
|
7.88
|
|
|||
West Coast ANS 3-2-1
|
11.91
|
|
|
13.77
|
|
|||
Blended 3-2-1
(a)
|
9.29
|
|
|
8.69
|
|
|||
Crude Oil Differentials:
|
|
|
|
|||||
Sweet
|
$
|
(3.30
|
)
|
|
$
|
(0.59
|
)
|
|
Sour
|
(3.13
|
)
|
|
(6.35
|
)
|
(a)
|
Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 38/38/24 percent in 2019 and Blended 3-2-1 Mid-Continent/USGC crack spread is 40/60 percent in 2018, which reflects MPC’s capacity prior to the Andeavor acquisition. These blends are based on our refining capacity by region in each period.
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
Refining & Marketing Operating Statistics
|
|
|
|
||
Refined product export sales volumes (
mbpd
)
(a)
|
430
|
|
|
265
|
|
Crude oil capacity utilization percent
(b)
|
95
|
|
|
93
|
|
Refinery throughputs (
mbpd
):
(c)
|
|
|
|
||
Crude oil refined
|
2,869
|
|
|
1,745
|
|
Other charge and blendstocks
|
215
|
|
|
160
|
|
Total
|
3,084
|
|
|
1,905
|
|
Sour crude oil throughput percent
|
52
|
|
|
52
|
|
Sweet crude oil throughput percent
|
48
|
|
|
48
|
|
Refined product yields (
mbpd
):
(c)
|
|
|
|
||
Gasoline
|
1,533
|
|
|
917
|
|
Distillates
|
1,091
|
|
|
609
|
|
Propane
|
53
|
|
|
31
|
|
Feedstocks and petrochemicals
|
330
|
|
|
287
|
|
Heavy fuel oil
|
45
|
|
|
34
|
|
Asphalt
|
80
|
|
|
58
|
|
Total
|
3,132
|
|
|
1,936
|
|
(a)
|
Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volume amounts.
|
(b)
|
Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.
|
(c)
|
Excludes inter-refinery volumes which totaled
76
mbpd and
42
mbpd for the three months ended
March 31, 2019
and
2018
, respectively.
|
(a)
|
The price paid by consumers or direct dealers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees (where applicable), divided by gasoline and distillate sales volume. Excludes LCM inventory valuation adjustments.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
|
|
Three Months Ended
March 31, |
||||||
Key Financial and Operating Data
|
|
2019
|
|
2018
|
||||
Average fuel sales prices
(dollars per gallon)
|
$
|
2.58
|
|
|
$
|
2.52
|
|
|
Merchandise sales
(in millions)
|
|
$
|
1,413
|
|
|
$
|
1,129
|
|
Merchandise margin
(in millions)
(a)(b)
|
$
|
407
|
|
|
$
|
319
|
|
|
Same store gasoline sales volume (period over period)
(c)
|
(3.2
|
%)
|
|
(1.5
|
%)
|
|||
Same store merchandise sales (period over period)
(c)(d)
|
5.4
|
%
|
|
2.3
|
%
|
|||
Convenience stores at period-end
|
|
3,918
|
|
|
2,742
|
|
||
Direct dealer locations at period-end
|
1,062
|
|
|
—
|
|
(a)
|
The price paid by the consumers less the cost of merchandise.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
(c)
|
Same store comparison includes only locations owned at least 13 months.
|
(d)
|
Excludes cigarettes.
|
(a)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(b)
|
Includes amounts related to unconsolidated equity method investments on a 100 percent basis.
|
|
|
Three Months Ended
March 31, |
||||||
Benchmark Prices
|
|
2019
|
|
2018
|
||||
Natural Gas NYMEX HH
($ per MMBtu)
|
$
|
2.87
|
|
|
$
|
2.85
|
|
|
C2 + NGL Pricing
($ per gallon)
(a)
|
$
|
0.62
|
|
|
$
|
0.73
|
|
(a)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, 6 percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
|
Key Financial Information
(in millions)
|
|
Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Items not allocated to segments:
|
|
|
|
|||||
Corporate and other unallocated items
(a)
|
$
|
(191
|
)
|
|
$
|
(89
|
)
|
|
Capline restructuring gain
|
207
|
|
|
—
|
|
|||
Transaction-related costs
|
(91
|
)
|
|
—
|
|
(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 and ANDX, which are included in the Midstream segment. Corporate overhead expenses are not allocated to the Refining & Marketing and Retail segments.
|
|
|
|
Three Months Ended
March 31, |
||||||
Reconciliation of Refining & Marketing loss from operations to Refining & Marketing margin
(in millions)
|
|
2019
|
|
2018
|
|||||
Refining & Marketing loss from operations
|
|
$
|
(334
|
)
|
|
$
|
(133
|
)
|
|
Plus:
|
|
|
|
|
|||||
Refinery direct operating costs
(a)
|
|
1,739
|
|
|
1,081
|
|
|||
Refinery depreciation and amortization
|
|
387
|
|
|
236
|
|
|||
Other:
|
|
|
|
|
|||||
Operating expenses
(a)(b)
|
|
1,268
|
|
|
614
|
|
|||
Depreciation and amortization
|
|
40
|
|
|
16
|
|
|||
Refining & Marketing margin
|
|
$
|
3,100
|
|
|
$
|
1,814
|
|
(a)
|
Excludes depreciation and amortization.
|
(b)
|
These costs are primarily related to refined product distribution costs, including fees paid to our two sponsored master limited partnerships, MPLX and ANDX.
|
|
|
|
Three Months Ended
March 31, |
||||||
Reconciliation of Retail income from operations to Retail total margin
(in millions)
|
|
2019
|
|
2018
|
|||||
Retail income from operations
|
|
$
|
170
|
|
|
$
|
95
|
|
|
Plus (Less):
|
|
|
|
|
|||||
Operating, selling, general and administrative expenses
|
|
583
|
|
|
384
|
|
|||
Depreciation and amortization
|
|
126
|
|
|
79
|
|
|||
Income from equity method investments
|
|
(17
|
)
|
|
(14
|
)
|
|||
Net gain on disposal of assets
|
|
(2
|
)
|
|
—
|
|
|||
Other income
|
|
(2
|
)
|
|
(1
|
)
|
|||
Retail total margin
|
|
$
|
858
|
|
|
$
|
543
|
|
|
|
|
|
|
|
|||||
Retail total margin:
|
|
|
|
|
|||||
Fuel margin
|
|
$
|
429
|
|
|
$
|
217
|
|
|
Merchandise margin
|
|
407
|
|
|
319
|
|
|||
Other margin
|
|
22
|
|
|
7
|
|
|||
Retail total margin
|
|
$
|
858
|
|
|
$
|
543
|
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Net cash provided by (used in):
|
|
|
|
|||||
Operating activities
|
$
|
1,623
|
|
|
$
|
(137
|
)
|
|
Investing activities
|
(1,520
|
)
|
|
(778
|
)
|
|||
Financing activities
|
(920
|
)
|
|
2,557
|
|
|||
Total increase (decrease) in cash
|
$
|
(817
|
)
|
|
$
|
1,642
|
|
•
|
An increase in additions to property, plant and equipment of
$486 million
primarily due to increased capital expenditures in the first
three
months of
2019
in our Midstream and Refining & Marketing segments; and
|
•
|
an increase in net investments of
$282 million
largely due to investments in connection with the construction of the Gray Oak Pipeline, which is scheduled to commence operations in the fourth quarter of 2019.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Additions to property, plant and equipment per the consolidated statements of cash flows
|
$
|
1,241
|
|
|
$
|
755
|
|
|
Asset retirement expenditures
|
—
|
|
|
1
|
|
|||
Decrease in capital accruals
|
(235
|
)
|
|
(49
|
)
|
|||
Total capital expenditures
|
1,006
|
|
|
707
|
|
|||
Investments in equity method investees (excludes acquisitions)
|
325
|
|
|
41
|
|
|||
Total capital expenditures and investments
|
$
|
1,331
|
|
|
$
|
748
|
|
•
|
Long-term debt borrowings and repayments, including debt issuance costs, were a net
$573 million
source
of cash in the first
three
months of
2019
compared to a net
$4.29 billion
source
of cash in the first
three
months of
2018
. During the first
three
months of
2019
, MPLX had net borrowings of $425 million under its revolving credit facility and ANDX had net borrowings of $159 million under its revolving credit facility. 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 its revolving credit facility.
|
•
|
Cash used in common stock repurchases
decreased
$442 million
in the first
three
months of
2019
compared to the first
three
months of
2018
. Share repurchases totaled
$885 million
in the first
three
months of
2019
compared to
$1.33 billion
in the first
three
months of
2018
. In 2018, share repurchases were funded primarily by after tax proceeds from the February 1, 2018 dropdown. See Note
8
to the unaudited consolidated financial statements for further discussion of share repurchases.
|
•
|
Cash used in dividend payments
increased
$135 million
in the first
three
months of
2019
compared to the first
three
months of
2018
, primarily due to a net increase in the number of shares of our common stock outstanding related to the Andeavor acquisition and a
$0.07
per share increase in our base dividend, partially offset by a reduction of shares resulting from share repurchases. Our dividend payments were
$0.53
per common share in the first
three
months of
2019
compared to
$0.46
per common share in the first
three
months of
2018
.
|
•
|
Cash used in distributions to noncontrolling interests
increased
$130 million
in the first
three
months of
2019
compared to the first
three
months of
2018
, primarily due to the addition of ANDX distributions subsequent to the acquisition of Andeavor and an increase in MPLX’s distribution per common unit.
|
•
|
Contributions from noncontrolling interests increased
$94 million
in the first
three
months of
2019
compared to the first
three
months of
2018
primarily due to cash received in 2019 for an increased noncontrolling interest in an MPLX subsidiary.
|
|
|
March 31, 2019
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility
(a)
|
$
|
5,000
|
|
|
$
|
32
|
|
|
$
|
4,968
|
|
|
364-day bank revolving credit facility
|
1,000
|
|
|
—
|
|
|
$
|
1,000
|
|
|||
Trade receivables facility
|
750
|
|
|
—
|
|
|
750
|
|
||||
Total
|
$
|
6,750
|
|
|
$
|
32
|
|
|
$
|
6,718
|
|
|
Cash and cash equivalents
(b)
|
|
|
|
|
755
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
7,473
|
|
(a)
|
Outstanding borrowings include
$32 million
in letters of credit outstanding under this facility. Excludes MPLX’s
$2.25 billion
bank revolving credit facility, which had approximately
$1.82 billion
available as of
March 31, 2019
, and ANDX’s
$2.10 billion
bank revolving credit facilities, which had approximately
$696 million
available as of
March 31, 2019
.
|
(b)
|
Excludes MPLX and ANDX cash and cash equivalents of
$93 million
and
$29 million
, respectively.
|
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- (positive outlook)
|
ANDX
|
Moody’s
|
Ba1 (review for upgrade)
|
|
Standard & Poor’s
|
BBB- (positive watch)
|
|
Fitch
|
BBB- (stable outlook)
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Refining & Marketing
|
$
|
394
|
|
|
$
|
191
|
|
|
Retail
|
73
|
|
|
39
|
|
|||
Midstream
|
823
|
|
|
482
|
|
|||
Corporate and Other
(a)
|
41
|
|
|
36
|
|
|||
Total capital expenditures and investments
|
$
|
1,331
|
|
|
$
|
748
|
|
(a)
|
Includes capitalized interest of
$31 million
and
$18 million
for the
three
months ended
March 31, 2019
and
2018
, respectively.
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2019
|
|
2018
|
||||
Number of shares repurchased
|
14
|
|
|
19
|
|
||
Cash paid for shares repurchased
|
$
|
885
|
|
|
$
|
1,327
|
|
Average cost per share
|
$
|
62.98
|
|
|
$
|
68.74
|
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Realized gain on settled derivative positions
|
$
|
39
|
|
|
$
|
5
|
|
|
Unrealized loss on open net derivative positions
|
(139
|
)
|
|
(33
|
)
|
|||
Net loss
|
$
|
(100
|
)
|
|
$
|
(28
|
)
|
|
|
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, 2019
|
|
|
|
|
|
|
|
|||||||||
Crude
|
$
|
(61
|
)
|
|
$
|
(152
|
)
|
|
$
|
62
|
|
|
$
|
154
|
|
|
Refined products
|
5
|
|
|
12
|
|
|
(5
|
)
|
|
(12
|
)
|
|||||
Blending products
|
(4
|
)
|
|
(10
|
)
|
|
4
|
|
|
10
|
|
|||||
Embedded derivatives
|
(7
|
)
|
|
(16
|
)
|
|
7
|
|
|
16
|
|
(In millions)
|
|
Fair Value as of March 31, 2019
(a)
|
|
Change in
Fair Value (b) |
|
Change in Net Income for the Three Months Ended March 31, 2019
(c)
|
|||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
26,759
|
|
|
$
|
2,246
|
|
|
n/a
|
|
|
Variable-rate
|
1,832
|
|
|
n/a
|
|
|
4
|
|
(a)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(b)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at
March 31, 2019
.
|
(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, 2019
.
|
•
|
we will be required to pay our costs relating to the MLP Merger, such as legal, accounting and financial advisory expenses, whether or not MLP Merger is completed;
|
•
|
time and resources committed by our management to matters relating to MLP Merger could otherwise have been devoted to pursuing other beneficial opportunities; and
|
•
|
the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the MLP Merger will be completed.
|
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) |
||||||
01/01/19-01/31/19
|
4,490,477
|
|
|
$
|
63.48
|
|
|
4,489,490
|
|
|
$
|
4,619,604,825
|
|
|
02/01/19-02/28/19
|
4,398,691
|
|
|
64.84
|
|
|
4,395,511
|
|
|
4,334,605,410
|
|
|||
03/01/19-03/31/19
|
5,204,982
|
|
|
60.97
|
|
|
5,167,580
|
|
|
4,019,606,059
|
|
|||
Total
|
14,094,150
|
|
|
62.98
|
|
|
14,052,581
|
|
|
|
(a)
|
The amounts in this column include
987
,
3,180
and
37,402
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 April 30, 2018, we announced that our board of directors had approved a
$5.0 billion
share repurchase authorization. This share repurchase authorization has no expiration date. The share repurchase authorization announced on April 30, 2018, together with prior authorizations, results in a total of $18.0 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
|
|
2.1
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
||
|
|
S-4/A
|
|
2.2
|
|
7/5/2018
|
|
333-225244
|
|
|
|
|
||
|
|
8-K
|
|
2.1
|
|
9/18/2018
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
2.1
|
|
5/8/2019
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
3.2
|
|
10/1/2018
|
|
001-35054
|
|
|
|
|
||
|
|
10-K
|
|
3.2
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|
|
||
|
|
10-K
|
|
10.77
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
||
|
|
8-K
|
|
10.1
|
|
5/8/2019
|
|
001-35054
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
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
|
|
|
*
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Marathon Petroleum Corporation hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.
|
May 9, 2019
|
MARATHON PETROLEUM CORPORATION
|
|
|
|
|
|
By:
|
/s/ John J. Quaid
|
|
|
John J. Quaid
Vice President and Controller
|
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;
|
(ii)
|
an additional one-third of the Restricted Shares shall vest upon the completion of the service period which commences on the first anniversary of the Grant Date and ends on the second anniversary of the Grant Date; and
|
(iii)
|
all remaining Restricted Shares shall vest upon the completion of the service period which commences on the second anniversary of the Grant Date and ends 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; or
|
(iii)
|
the Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
|
5.
|
Forfeiture or Repayment Resulting from Forfeiture Event.
|
12.
|
Definitions.
For purposes of this Award Agreement:
|
Marathon Petroleum Corporation
|
|
|
|
By
|
|
|
Authorized Officer
|
2.
|
Schedule for Exercisability of Options.
|
(a)
|
This Option shall become exercisable in three cumulative annual installments, as follows:
|
(i)
|
one-third of the Option Shares shall become exercisable on the first anniversary of the Grant Date;
|
(ii)
|
an additional one-third of the Option Shares shall become exercisable on the second anniversary of the Grant Date; and
|
(iii)
|
the remaining one-third of the Option Shares shall become exercisable on the third anniversary of the Grant Date;
|
(b)
|
This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph
|
(a)
|
above, upon:
|
(i)
|
termination of the Participant’s Employment due to death;
|
(ii)
|
termination of the Participant’s Employment due to Retirement; or
|
(iii)
|
the Participant’s Qualified Termination, provided that as of such Qualified Termination the Participant had been in continuous Employment since the Grant Date.
|
3.
|
Expiration of Option.
|
6.
|
Forfeiture or Repayment Resulting from Forfeiture Event.
|
13.
|
Definitions.
For purposes of this Award Agreement:
|
Marathon Petroleum Corporation
|
|
|
|
By
|
|
|
Authorized Officer
|
(i)
|
January 1, 2019 through December 31, 2019;
|
(ii)
|
January 1, 2020 through December 31, 2020;
|
(iii)
|
January 1, 2021 through December 31, 2021; and
|
(iv)
|
January 1, 2019 through December 31, 2021.
|
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%
|
(b)
|
Notwithstanding anything herein to the contrary, if the Corporation’s TSR calculated for the
|
10.
|
Repayment or Forfeiture Resulting from Forfeiture Event.
|
17.
|
Definitions.
For purposes of this Award Agreement:
|
Marathon Petroleum Corporation
|
|
|
|
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
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 9, 2019
|
|
/s/ Gary R. Heminger
|
|
|
|
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:
|
May 9, 2019
|
|
/s/ Timothy T. Griffith
|
|
|
|
Timothy T. Griffith
|
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 9, 2019
|
|
|
|
/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.
|
May 9, 2019
|
|
|
|
/s/ Timothy T. Griffith
|
|
Timothy T. Griffith
|
|
Senior Vice President and Chief Financial Officer
|
|