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☒
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ANNUAL 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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Securities Registered pursuant to Section 12(b) of the Act
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01
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MPC
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New York Stock Exchange
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Page
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ASC
|
Accounting Standards Codification
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ANS
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Alaskan North Slope crude oil, an oil index benchmark price
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ASU
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Accounting Standards Update
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ASR
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Accelerated share repurchase
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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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CARB
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California Air Resources Board
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CARBOB
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California Reformulated Gasoline Blendstock for Oxygenate Blending
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CBOB
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Conventional Blending for Oxygenate Blending
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DEI
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Designated Environmental Incidents
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EBITDA (a non-GAAP financial measure)
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Earnings Before Interest, Tax, Depreciation and Amortization
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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
|
Incentive Distribution Right
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LCM
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Lower of cost or market
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LIBOR
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London Interbank Offered Rate
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LIFO
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Last in, first out
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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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mbpcd
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Thousand barrels per calendar day
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Mcf
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One thousand cubic feet of natural gas
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mmbpcd
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Million barrels per calendar day
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MMcf/d
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One million cubic feet of natural gas per day
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MMBtu
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One million British thermal units per day
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NYMEX
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New York Mercantile Exchange
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NYSE
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New York Stock Exchange
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NGL
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Natural gas liquids, such as ethane, propane, butanes and natural gasoline
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OSHA
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United States Occupational Safety and Health Administration
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OTC
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Over-the-Counter
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ppb
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Parts per billion
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ppm
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Parts per million
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RFS2
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Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
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RIN
|
Renewable Identification Number
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SEC
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United States Securities and Exchange Commission
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STAR
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South Texas Asset Repositioning
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TCJA
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Tax Cuts and Jobs Act of 2017
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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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UST
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Underground storage tank
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VIE
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Variable interest entity
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VPP
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Voluntary Protection Program
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WTI
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West Texas Intermediate crude oil, an oil index benchmark price
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•
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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;
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•
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future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
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•
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the success or timing of completion of ongoing or anticipated capital or maintenance projects;
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•
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business strategies, growth opportunities and expected investment;
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•
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consumer demand for refined products, natural gas and NGLs;
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•
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the timing and amount of any future common stock repurchases; and
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•
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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.
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•
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our ability to successfully complete the planned Speedway separation within the expected timeframe or at all;
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•
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our ability to achieve the strategic and other objectives related to our Midstream review;
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•
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the risk that the cost savings and any other synergies from the Andeavor transaction may not be fully realized or may take longer to realize than expected;
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•
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risks relating to any unforeseen liabilities of Andeavor;
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•
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further impairments;
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•
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risks related to the acquisition of Andeavor Logistics LP (“ANDX”) by MPLX LP (“MPLX”);
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•
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our ability to complete any divestitures on commercially reasonable terms and within the expected timeframe, and the effects of any such divestitures on the business, financial condition, results of operations and cash flows;
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•
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the effect of restructuring or reorganization of business components;
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•
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the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks;
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•
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our ability to manage disruptions in credit markets or changes to credit ratings;
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•
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the reliability of processing units and other equipment;
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•
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the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to execute business plans and to effect any share repurchases or dividend increases, including within the expected timeframe;
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•
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the potential effects of judicial or other proceedings on the business, financial condition, results of operations and cash flows;
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•
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continued or further volatility in and degradation of general economic, market, industry or business conditions;
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•
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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 enforcement actions initiated thereunder;
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•
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adverse market conditions or other similar risks affecting MPLX;
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•
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refining industry overcapacity or under capacity;
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•
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changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;
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•
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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;
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•
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the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
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•
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political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States and Mexico, and in crude oil producing regions, including the Middle East, Africa, Canada and South America;
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•
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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;
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•
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completion of pipeline projects within the United States;
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•
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changes in fuel and utility costs for our facilities;
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•
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accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
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•
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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;
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•
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adverse changes in laws including with respect to tax and regulatory matters;
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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;
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•
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labor and material shortages;
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•
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the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors; and
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•
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the other factors described in Item 1A. Risk Factors.
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•
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Refining & Marketing – refines crude oil and other feedstocks at our 16 refineries in the Gulf Coast, Mid-Continent and West 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.
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•
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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 mainly under the ARCO® brand.
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•
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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 LP (“MPLX”). MPLX is a diversified, large-cap master limited partnership (“MLP”) formed in 2012 that owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services. As of December 31, 2019, we owned the general partner and approximately 63 percent of the outstanding MPLX common units.
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(mbpd)
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2019
|
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2018
|
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2017
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Gasoline
|
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1,560
|
|
|
1,107
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|
|
932
|
|
Distillates
|
|
1,087
|
|
|
773
|
|
|
641
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Feedstocks and petrochemicals
|
|
315
|
|
|
288
|
|
|
277
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|
Asphalt
|
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87
|
|
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69
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|
|
63
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Propane
|
|
55
|
|
|
41
|
|
|
36
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Heavy fuel oil
|
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49
|
|
|
38
|
|
|
37
|
|
Total
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3,153
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|
|
2,316
|
|
|
1,986
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(mbpd)
|
|
2019
|
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2018
|
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2017
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United States
|
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1,962
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|
|
1,319
|
|
|
999
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Canada
|
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541
|
|
|
465
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|
|
381
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Middle East and other international
|
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399
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|
|
297
|
|
|
385
|
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Total
|
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2,902
|
|
|
2,081
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|
|
1,765
|
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(mbpd)
|
2019
|
|
2018
|
|
2017
|
|||
Gasoline
|
1,967
|
|
|
1,416
|
|
|
1,201
|
|
Distillates
|
1,205
|
|
|
847
|
|
|
691
|
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Feedstocks and petrochemicals
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345
|
|
|
289
|
|
|
265
|
|
Asphalt
|
93
|
|
|
70
|
|
|
68
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|
Propane
|
72
|
|
|
44
|
|
|
37
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|
Heavy fuel oil
|
53
|
|
|
37
|
|
|
39
|
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Total
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3,735
|
|
|
2,703
|
|
|
2,301
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(mbpd)
|
2019
|
|
2018
|
|
2017
|
|||
Gasoline
|
131
|
|
|
117
|
|
|
96
|
|
Distillates
|
215
|
|
|
193
|
|
|
192
|
|
Asphalt and other
|
51
|
|
|
24
|
|
|
9
|
|
Total
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397
|
|
|
334
|
|
|
297
|
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Name
|
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Age as of
February 1,
2020
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|
Position with MPC
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Gary R. Heminger
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66
|
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Chairman and Chief Executive Officer
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Donald C. Templin
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56
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Executive Vice President and Chief Financial Officer
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Timothy T. Griffith
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50
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President, Speedway LLC
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Michael J. Hennigan
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|
60
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MPLX President and Chief Executive Officer
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Raymond L. Brooks
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|
59
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Executive Vice President, Refining
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Glenn M. Plumby*
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|
60
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Executive Vice President and Chief Operating Officer, Speedway LLC
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Suzanne Gagle
|
|
54
|
|
General Counsel
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Fiona C. Laird*
|
|
58
|
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Chief Human Resources Officer
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C. Tracy Case*
|
|
59
|
|
Senior Vice President, Western Refining Operations
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Richard A. Hernandez*
|
|
60
|
|
Senior Vice President, Eastern Refining Operations
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Rick D. Hessling*
|
|
53
|
|
Senior Vice President, Crude Oil Supply and Logistics
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Brian K. Partee*
|
|
46
|
|
Senior Vice President, Marketing
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David R. Sauber*
|
|
56
|
|
Senior Vice President, Labor Relations, Operations, Health and Administrative Services
|
David L. Whikehart*
|
|
60
|
|
Senior Vice President, Light Products, Supply and Logistics
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Molly R. Benson*
|
|
53
|
|
Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary
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David R. Heppner*
|
|
53
|
|
Vice President, Commercial and Business Development
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Thomas Kaczynski
|
|
58
|
|
Vice President, Finance and Treasurer
|
Kristina A. Kazarian*
|
|
37
|
|
Vice President, Investor Relations
|
D. Rick Linhardt*
|
|
61
|
|
Vice President, Tax
|
John J. Quaid
|
|
48
|
|
Vice President and Controller, Principal Accounting Officer
|
Karma M. Thomson*
|
|
52
|
|
Vice President, Corporate Affairs
|
Donald W. Wehrly*
|
|
60
|
|
Vice President and Chief Information Officer
|
James R. Wilkins*
|
|
53
|
|
Vice President, Environment, Safety and Security
|
•
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worldwide and domestic supplies of and demand for crude oil and refined products;
|
•
|
transportation infrastructure availability, local market conditions and operation levels of other refineries in our markets;
|
•
|
natural gas and electricity supply costs incurred by refineries;
|
•
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political instability, threatened or actual terrorist incidents, armed conflict or other global political conditions;
|
•
|
local weather conditions;
|
•
|
seasonality of demand in our marketing areas due to increased highway traffic in the spring and summer months;
|
•
|
natural disasters such as hurricanes and tornadoes;
|
•
|
domestic and foreign governmental regulations and taxes; and
|
•
|
local, regional, national and worldwide economic conditions.
|
•
|
increasing our vulnerability to changing economic, regulatory and industry conditions;
|
•
|
limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry;
|
•
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limiting our ability to pay dividends to our stockholders;
|
•
|
limiting our ability to borrow additional funds; and
|
•
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requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
|
•
|
inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs;
|
•
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an inability to successfully integrate assets or businesses we acquire;
|
•
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a decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions;
|
•
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a significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions;
|
•
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the assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;
|
•
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the diversion of management’s attention from other business concerns; and
|
•
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the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
|
•
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the emission or discharge of materials into the environment,
|
•
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solid and hazardous waste management,
|
•
|
the regulatory classification of materials presently used in our business,
|
•
|
pollution prevention,
|
•
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greenhouse gas emissions,
|
•
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climate change,
|
•
|
characteristics and composition of transportation fuels, including the quantity of renewable fuels that must be blended into transportation fuels,
|
•
|
public and employee safety and health,
|
•
|
inherently safer technology, and
|
•
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facility security.
|
•
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denial of or delay in receiving requisite regulatory approvals or permits;
|
•
|
unplanned increases in the cost of construction materials or labor;
|
•
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disruptions in transportation of components or construction materials;
|
•
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adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers;
|
•
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shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages;
|
•
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market-related increases in a project’s debt or equity financing costs; and
|
•
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nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors.
|
•
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providing that our board of directors fixes the number of members of the board;
|
•
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providing for the division of our board of directors into three classes with staggered terms;
|
•
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providing that only our board of directors may fill board vacancies;
|
•
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limiting who may call special meetings of stockholders;
|
•
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prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders;
|
•
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establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings;
|
•
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establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation;
|
•
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providing that our directors may only be removed for cause;
|
•
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authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and
|
•
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authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
|
Refinery
|
|
Crude Oil Refining Capacity (mbpcd)
|
|
Gulf Coast Region
|
|
|
|
Galveston Bay, Texas City, Texas
|
585
|
|
|
Garyville, Louisiana
|
578
|
|
|
Subtotal Gulf Coast region
|
1,163
|
|
|
Mid-Continent Region
|
|
||
Catlettsburg, Kentucky
|
291
|
|
|
Robinson, Illinois
|
253
|
|
|
Detroit, Michigan
|
140
|
|
|
El Paso, Texas
|
131
|
|
|
St. Paul Park, Minnesota
|
103
|
|
|
Canton, Ohio
|
95
|
|
|
Mandan, North Dakota
|
71
|
|
|
Salt Lake City, Utah
|
63
|
|
|
Gallup, New Mexico
|
27
|
|
|
Dickinson, North Dakota
|
19
|
|
|
Subtotal Mid-Continent region
|
1,193
|
|
|
West Coast Region
|
|
|
|
Los Angeles, California
|
363
|
|
|
Martinez, California
|
161
|
|
|
Anacortes, Washington
|
119
|
|
|
Kenai, Alaska
|
68
|
|
|
Subtotal West Coast region
|
711
|
|
|
|
|
3,067
|
|
Location
|
|
Capacity
(gallons per year)
|
Cincinnati, Ohio
|
80 million
|
Location
|
|
Number of
Branded Outlets |
|
Alabama
|
380
|
|
|
Alaska
|
44
|
|
|
Arizona
|
94
|
|
|
California
|
88
|
|
|
Colorado
|
12
|
|
|
District of Columbia
|
2
|
|
|
Florida
|
644
|
|
|
Georgia
|
346
|
|
|
Idaho
|
98
|
|
|
Illinois
|
213
|
|
|
Indiana
|
651
|
|
|
Iowa
|
4
|
|
|
Kentucky
|
521
|
|
|
Louisiana
|
27
|
|
|
Maryland
|
44
|
|
|
Mexico
|
186
|
|
|
Michigan
|
792
|
|
|
Minnesota
|
292
|
|
|
Mississippi
|
100
|
|
|
Nevada
|
12
|
|
|
New Mexico
|
46
|
|
|
New York
|
43
|
|
|
North Carolina
|
204
|
|
|
North Dakota
|
104
|
|
|
Ohio
|
812
|
|
|
Oregon
|
44
|
|
|
Pennsylvania
|
69
|
|
|
South Carolina
|
116
|
|
|
South Dakota
|
29
|
|
|
Tennessee
|
403
|
|
|
Texas
|
6
|
|
|
Utah
|
96
|
|
|
Virginia
|
154
|
|
|
Washington
|
63
|
|
|
West Virginia
|
106
|
|
|
Wisconsin
|
52
|
|
|
Wyoming
|
4
|
|
|
Total
|
6,901
|
|
Owned and Operated Terminals
|
|
Number of
Terminals
|
|
Tank Storage
Capacity
(thousand barrels)
|
||
Light Products Terminals:
|
|
|
|
|||
New York
|
1
|
|
|
316
|
|
|
Ohio
|
1
|
|
|
67
|
|
|
Subtotal light products terminals
|
2
|
|
|
383
|
|
|
Asphalt Terminals:
|
|
|
|
|||
Florida
|
1
|
|
|
263
|
|
|
Illinois
|
2
|
|
|
82
|
|
|
Indiana
|
2
|
|
|
423
|
|
|
Kentucky
|
4
|
|
|
547
|
|
|
Louisiana
|
1
|
|
|
54
|
|
|
Michigan
|
1
|
|
|
12
|
|
|
New York
|
1
|
|
|
365
|
|
|
Ohio
|
4
|
|
|
1,305
|
|
|
Pennsylvania
|
1
|
|
|
451
|
|
|
Tennessee
|
2
|
|
|
482
|
|
|
Subtotal asphalt terminals
|
19
|
|
|
3,984
|
|
|
Total owned and operated terminals
|
21
|
|
|
4,367
|
|
Location
|
|
Number of
Convenience Stores
|
|
Alabama
|
|
1
|
|
Alaska
|
31
|
|
|
Arizona
|
91
|
|
|
California
|
491
|
|
|
Colorado
|
12
|
|
|
Connecticut
|
1
|
|
|
Delaware
|
4
|
|
|
Florida
|
212
|
|
|
Georgia
|
9
|
|
|
Idaho
|
7
|
|
|
Illinois
|
129
|
|
|
Indiana
|
305
|
|
|
Kentucky
|
147
|
|
|
Massachusetts
|
108
|
|
|
Michigan
|
306
|
|
|
Minnesota
|
203
|
|
|
Nevada
|
9
|
|
|
New Hampshire
|
12
|
|
|
New Jersey
|
66
|
|
|
New Mexico
|
120
|
|
|
New York
|
330
|
|
|
North Carolina
|
275
|
|
|
Ohio
|
488
|
|
|
Oregon
|
13
|
|
|
Pennsylvania
|
121
|
|
|
Rhode Island
|
19
|
|
|
South Carolina
|
52
|
|
|
South Dakota
|
1
|
|
|
Tennessee
|
52
|
|
|
Texas
|
31
|
|
|
Utah
|
30
|
|
|
Virginia
|
62
|
|
|
Washington
|
32
|
|
|
West Virginia
|
56
|
|
|
Wisconsin
|
69
|
|
|
Wyoming
|
3
|
|
|
Total
|
3,898
|
|
Location
|
|
Number of
Locations
|
|
Alaska
|
1
|
|
|
Arizona
|
69
|
|
|
California
|
935
|
|
|
Nevada
|
62
|
|
|
Washington
|
1
|
|
|
Total
|
1,068
|
|
Pipeline System or Storage Asset
|
|
|
Diameter
(inches)
|
|
Length
(miles)
|
|
Capacity(a)
|
||
Total crude oil pipeline systems(b)(c)(d)
|
|
2" - 48"
|
|
7,917
|
|
|
Various
|
|
|
Total refined products pipeline systems(b)(e)(f)
|
|
4" - 36"
|
|
5,672
|
|
|
Various
|
|
|
Water pipeline systems:
|
|
|
|
|
|
|
|||
Belfield water system
|
|
4" - 8"
|
|
103
|
|
|
20 mbpd
|
|
|
Green River water system
|
|
3" - 4"
|
|
12
|
|
|
15 mbpd
|
|
|
Total
|
|
|
|
115
|
|
|
|
||
Barge Docks (thousand barrels)
|
|
|
|
|
|
2,910
|
|
||
Storage assets (thousand barrels):
|
|
|
|
|
|
|
|||
Refinery Logistics - tank storage(g)
|
|
|
|
|
|
100,670
|
|
||
Mt. Airy Terminal
|
|
|
|
|
|
4,099
|
|
||
Tank Farms
|
|
|
|
|
|
26,264
|
|
||
Caverns
|
|
|
|
|
|
4,709
|
|
(a)
|
All capacities reflect 100 percent of the pipeline systems’ and barge docks’ average capacity in thousands of barrels per day and 100 percent of the available storage capacity of our caverns and tank farms in thousands of barrels.
|
(b)
|
Includes pipelines leased from third parties.
|
(c)
|
Includes approximately 1,921 miles of pipeline in which MPLX has a 9.2 percent ownership interest, 168 miles of pipeline in which MPLX has a 35.0 percent ownership interest, 48 miles of pipeline in which MPLX has a 40.7 percent ownership interest, 57 miles of pipeline in which MPLX has a 58.5 percent ownership interest, 118 miles of pipeline in which MPLX has a 67.0 percent ownership interest and 975 miles of pipeline in which MPLX has a 17.0 percent ownership interest. Also includes approximately 1,830 miles of refined product pipeline in which we have a 24.5 percent ownership interest and 87 miles of refined product pipeline in which we have a 65.16 percent ownership interest.
|
(d)
|
Includes approximately 399 miles of inactive pipeline.
|
(e)
|
Includes approximately 1,830 miles of pipeline in which MPLX has a 24.5 percent ownership interest and 87 miles of pipeline in which MPLX has a 65.16 percent ownership interest.
|
(f)
|
Includes approximately 232 miles of inactive pipeline.
|
(g)
|
Refining logistics assets also include rail racks, truck racks and docks.
|
Owned and Operated Terminals
|
|
Number of
Terminals
|
|
Tank Storage
Capacity
(thousand barrels)
|
||
Refined Products Terminals:
|
|
|
|
|||
Alabama
|
2
|
|
|
443
|
|
|
Alaska
|
3
|
|
|
1,310
|
|
|
California
|
9
|
|
|
5,367
|
|
|
Florida
|
4
|
|
|
3,407
|
|
|
Georgia
|
4
|
|
|
998
|
|
|
Idaho
|
3
|
|
|
988
|
|
|
Illinois
|
4
|
|
|
1,221
|
|
|
Indiana
|
6
|
|
|
3,229
|
|
|
Kentucky
|
6
|
|
|
2,587
|
|
|
Louisiana
|
1
|
|
|
97
|
|
|
Michigan
|
8
|
|
|
2,440
|
|
|
Minnesota
|
1
|
|
|
12
|
|
|
New Mexico
|
4
|
|
|
551
|
|
|
North Carolina
|
4
|
|
|
1,509
|
|
|
North Dakota
|
1
|
|
|
2
|
|
|
Ohio
|
12
|
|
|
3,218
|
|
|
Pennsylvania
|
1
|
|
|
390
|
|
|
South Carolina
|
1
|
|
|
371
|
|
|
Tennessee
|
4
|
|
|
1,149
|
|
|
Utah
|
1
|
|
|
44
|
|
|
Washington
|
4
|
|
|
825
|
|
|
West Virginia
|
2
|
|
|
1,587
|
|
|
Subtotal light products terminals
|
85
|
|
|
31,745
|
|
|
Asphalt Terminals
|
|
|
|
|||
Arizona
|
3
|
|
|
536
|
|
|
California
|
3
|
|
|
755
|
|
|
Minnesota
|
1
|
|
|
489
|
|
|
Nevada(a)
|
1
|
|
|
252
|
|
|
New Mexico
|
1
|
|
|
6
|
|
|
Texas
|
1
|
|
|
178
|
|
|
Subtotal asphalt terminals
|
10
|
|
|
2,216
|
|
|
Total owned and operated terminals
|
|
95
|
|
|
33,961
|
|
(a)
|
MPLX accounts for as an equity method investment.
|
Class of Equipment
|
|
Number
in Class |
|
Capacity
(thousand barrels) |
||
Inland tank barges(a)
|
286
|
|
|
7,523
|
|
|
Inland towboats
|
23
|
|
|
N/A
|
|
Gas Processing Complexes
|
|
Design
Throughput Capacity
(MMcf/d)
|
|
Natural Gas
Throughput (MMcf/d)(a) |
|
Utilization
of Design Capacity(a) |
|||
Marcellus Shale
|
6,120
|
|
|
5,248
|
|
|
91
|
%
|
|
Utica Shale
|
1,325
|
|
|
810
|
|
|
61
|
%
|
|
Southern Appalachia
|
620
|
|
|
244
|
|
|
39
|
%
|
|
Southwest(b)
|
1,887
|
|
|
1,364
|
|
|
79
|
%
|
|
Bakken
|
190
|
|
|
151
|
|
|
83
|
%
|
|
Rockies
|
1,472
|
|
|
572
|
|
|
39
|
%
|
|
Total
|
11,614
|
|
|
8,389
|
|
|
76
|
%
|
(a)
|
Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
(b)
|
Centrahoma Processing LLC’s processing capacity of 550 MMcf/d and actual throughput of 272 MMcf/d, that exceeded MPLX’s 40 percent share of the capacity of 220 MMcf/d, are not included in this table as MPLX owns a non-operating interest.
|
Fractionation & Condensate Stabilization Complexes
|
|
Design
Throughput Capacity
(mbpd)
|
|
NGL Throughput (mbpd)(a)
|
|
Utilization
of Design Capacity(a) |
|||
Marcellus Shale
|
347
|
|
|
290
|
|
|
84
|
%
|
|
Utica Shale
|
23
|
|
|
9
|
|
|
39
|
%
|
|
Southern Appalachia
|
24
|
|
|
12
|
|
|
50
|
%
|
|
Southwest
|
11
|
|
|
6
|
|
|
55
|
%
|
|
Bakken
|
34
|
|
|
24
|
|
|
83
|
%
|
|
Rockies
|
61
|
|
|
4
|
|
|
7
|
%
|
|
Total
|
500
|
|
|
345
|
|
|
70
|
%
|
(a)
|
NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
De-ethanization Complexes
|
Design
Throughput Capacity
(mbpd)
|
|
NGL Throughput (mbpd)(a)
|
|
Utilization
of Design Capacity(a) |
||||
Marcellus Shale
|
273
|
|
|
179
|
|
|
72
|
%
|
|
Utica Shale
|
40
|
|
|
10
|
|
|
25
|
%
|
|
Southwest
|
18
|
|
|
9
|
|
|
50
|
%
|
|
Total
|
331
|
|
|
198
|
|
|
64
|
%
|
(a)
|
NGL throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
Natural Gas Gathering Systems
|
|
Design
Throughput
Capacity
(MMcf/d)
|
|
Natural Gas
Throughput (MMcf/d)(a)
|
|
Utilization
of Design
Capacity(a)
|
|||
Marcellus Shale
|
1,547
|
|
|
1,287
|
|
|
84
|
%
|
|
Utica Shale
|
3,183
|
|
|
2,200
|
|
|
70
|
%
|
|
Southwest
|
2,570
|
|
|
1,628
|
|
|
72
|
%
|
|
Bakken
|
194
|
|
|
151
|
|
|
78
|
%
|
|
Rockies
|
1,486
|
|
|
701
|
|
|
47
|
%
|
|
Total
|
8,980
|
|
|
5,967
|
|
|
69
|
%
|
(a)
|
Natural gas throughput is a weighted average for days in operation. The utilization of design capacity has been calculated using the weighted average design throughput capacity.
|
NGL Pipelines
|
|
Diameter
|
|
Length
(miles)
|
|
Design
Throughput
Capacity
(mbpd)
|
Marcellus Shale
|
4" - 20"
|
|
399
|
|
Various
|
|
Utica Shale
|
4" - 12"
|
|
119
|
|
Various
|
|
Southern Appalachia
|
6" - 8"
|
|
138
|
|
35
|
|
Southwest(a)
|
6"
|
|
50
|
|
39
|
|
Bakken
|
8" - 12"
|
|
84
|
|
80
|
|
Rockies
|
8"
|
|
10
|
|
15
|
(a)
|
Includes 38 miles of inactive pipeline.
|
Pipeline Company
|
|
Diameter
(inches)
|
|
Length
(miles)
|
|
Ownership
Interest
|
|
Operated
by MPL
|
||
Crude oil pipeline companies:
|
|
|
|
|
|
|
|
|||
Capline LLC
|
40"
|
|
644
|
|
|
33
|
%
|
|
Yes
|
|
Gray Oak Pipeline, LLC
|
30”
|
|
850
|
|
|
25
|
%
|
|
No
|
|
LOOP(a)
|
48”
|
|
48
|
|
|
10
|
%
|
|
No
|
|
Total
|
|
|
1,494
|
|
|
|
|
|
||
Refined products pipeline companies:
|
|
|
|
|
|
|
|
|||
Ascension Pipeline Company LLC
|
16"
|
|
32
|
|
|
50
|
%
|
|
No
|
|
Centennial Pipeline LLC(b)
|
24”-26”
|
|
796
|
|
|
50
|
%
|
|
Yes
|
|
Muskegon Pipeline LLC
|
10”
|
|
170
|
|
|
60
|
%
|
|
Yes
|
|
Wolverine Pipe Line Company
|
6”-16”
|
|
796
|
|
|
6
|
%
|
|
No
|
|
Total
|
|
|
1,794
|
|
|
|
|
|
(a)
|
Represents interest retained by MPC and excludes MPLX’s 41 percent ownership interest in LOOP. Pipeline mileage is excluded from total as it is included with MPLX assets.
|
(b)
|
All system pipeline miles are inactive.
|
Private Pipeline Systems
|
|
Diameter
(inches) |
|
Length
(miles) |
|
Capacity
(mbpd) |
||
Crude oil pipeline systems:
|
|
|
|
|
|
|||
Middle Ground Shoals Pipeline
|
12"
|
|
4
|
|
|
11
|
|
|
Inactive pipelines
|
|
|
9
|
|
|
N/A
|
|
|
Total
|
|
|
13
|
|
|
11
|
|
|
Refined products pipeline systems:
|
|
|
|
|
|
|||
Illinois and Indiana pipeline systems
|
4”
|
|
59
|
|
|
11
|
|
|
Texas pipeline systems
|
8”
|
|
103
|
|
|
45
|
|
|
Inactive pipelines
|
|
|
62
|
|
|
N/A
|
|
|
Total
|
|
|
224
|
|
|
56
|
|
Terminal
|
|
Ownership
Interest
|
|
Tank Storage
Capacity
(thousand barrels)
|
South Texas Gateway Terminal LLC(a)
|
25%
|
|
TBD
|
(a)
|
The tank storage capacity for this company will be determined when the terminal project is placed into service.
|
Class of Equipment
|
|
Number
in Class |
|
Capacity
(thousand barrels) |
||
Jones Act product tankers(a)
|
4
|
|
|
1,320
|
|
|
750 Series ATB vessels(b)
|
3
|
|
|
990
|
|
(a)
|
Represents ownership through our indirect noncontrolling interest in Crowley Ocean Partners.
|
(b)
|
Represents ownership through our indirect noncontrolling interest in Crowley Blue Water Partners.
|
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)
|
||||||
10/01/2019-10/31/2019
|
1,038,235
|
|
|
$
|
62.86
|
|
|
1,033,027
|
|
|
$
|
2,954,604,016
|
|
11/01/2019-11/30/2019
|
68
|
|
|
65.78
|
|
|
—
|
|
|
2,954,604,016
|
|
||
12/01/2019-12/31/2019
|
12,862
|
|
|
60.70
|
|
|
—
|
|
|
2,954,604,016
|
|
||
Total
|
1,051,165
|
|
|
62.83
|
|
|
1,033,027
|
|
|
|
(a)
|
The amounts in this column include 5,208, 68 and 12,862 shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in October, November and December, 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 billion share repurchase authorization in addition to the remaining authorization pursuant to the May 31, 2017 announcement. These share purchase authorizations have no expiration date. The share repurchase authorization announced on April 30, 2018, together with prior authorizations, result in a total of $18 billion of share repurchase authorizations since January 1, 2012.
|
|
Year Ended December 31,
|
||||||||||||||||||
(In millions, except per share data)
|
2019
|
|
2018(a)
|
|
2017(b)
|
|
2016
|
|
2015(c)
|
||||||||||
Statements of Income Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and other operating revenue(d)
|
$
|
123,949
|
|
|
$
|
96,504
|
|
|
$
|
74,733
|
|
|
$
|
63,339
|
|
|
$
|
72,051
|
|
Income from operations
|
5,576
|
|
|
5,571
|
|
|
4,018
|
|
|
2,386
|
|
|
4,708
|
|
|||||
Net income
|
3,255
|
|
|
3,606
|
|
|
3,804
|
|
|
1,213
|
|
|
2,868
|
|
|||||
Net income attributable to MPC
|
2,637
|
|
|
2,780
|
|
|
3,432
|
|
|
1,174
|
|
|
2,852
|
|
|||||
Net income attributable to MPC per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
4.00
|
|
|
$
|
5.36
|
|
|
$
|
6.76
|
|
|
$
|
2.22
|
|
|
$
|
5.29
|
|
Diluted
|
$
|
3.97
|
|
|
$
|
5.28
|
|
|
$
|
6.70
|
|
|
$
|
2.21
|
|
|
$
|
5.26
|
|
Dividends per share
|
$
|
2.12
|
|
|
$
|
1.84
|
|
|
$
|
1.52
|
|
|
$
|
1.36
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statements of Cash Flows Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
9,441
|
|
|
$
|
6,158
|
|
|
$
|
6,612
|
|
|
$
|
4,017
|
|
|
$
|
4,076
|
|
Acquisitions, net of cash acquired(a)(c)
|
129
|
|
|
3,822
|
|
|
249
|
|
|
—
|
|
|
1,218
|
|
|||||
Common stock repurchased
|
1,950
|
|
|
3,287
|
|
|
2,372
|
|
|
197
|
|
|
965
|
|
|||||
Dividends paid
|
1,398
|
|
|
954
|
|
|
773
|
|
|
719
|
|
|
613
|
|
|
December 31,
|
||||||||||||||||||
(In millions)
|
2019
|
|
2018(a)
|
|
2017
|
|
2016
|
|
2015(c)
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
98,556
|
|
|
$
|
92,940
|
|
|
$
|
49,047
|
|
|
$
|
44,413
|
|
|
$
|
43,115
|
|
Long-term debt(e)
|
28,838
|
|
|
27,524
|
|
|
12,946
|
|
|
10,572
|
|
|
11,925
|
|
(a)
|
On October 1, 2018, we acquired Andeavor. The financial results for these operations are included in our consolidated results from the date of acquisition.
|
(b)
|
Earnings for 2017 include a tax benefit of approximately $1.5 billion, or $2.93 per diluted share, as a result of re-measuring certain net deferred tax liabilities using the lower corporate tax rate enacted in the fourth quarter of 2017.
|
(c)
|
On December 4, 2015, MPLX, our consolidated subsidiary, merged with MarkWest. The financial results for these operations are included in our consolidated results from the date of acquisition.
|
(d)
|
Includes sales to related parties. The 2019 and 2018 periods reflect an election to present certain taxes on a net basis concurrent with our adoption of ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”).
|
(e)
|
Includes amounts due within one year.
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our 16 refineries in the Gulf Coast, Mid-Continent and West 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 mainly 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.
|
(In millions, except per share data)
|
|
2019
|
|
2018
|
||||
Income from operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
2,367
|
|
|
$
|
2,481
|
|
|
Retail
|
1,582
|
|
|
1,028
|
|
|||
Midstream
|
3,594
|
|
|
2,752
|
|
|||
Items not allocated to segments
|
(1,967
|
)
|
|
(690
|
)
|
|||
Income from operations
|
$
|
5,576
|
|
|
$
|
5,571
|
|
|
Provision for income taxes
|
$
|
1,074
|
|
|
$
|
962
|
|
|
Net income attributable to MPC
|
$
|
2,637
|
|
|
$
|
2,780
|
|
|
Net income attributable to MPC per diluted share
|
$
|
3.97
|
|
|
$
|
5.28
|
|
•
|
The Gulf Coast crack spread uses three barrels of LLS crude producing two barrels of USGC CBOB gasoline and one barrel of USGC ULSD;
|
•
|
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 West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel of LA CARB Diesel.
|
(a)
|
Crack spread based on 38 percent LLS, 38 percent WTI and 24 percent ANS with Gulf Coast, Mid-Continent 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. We expect approximately 50 percent of the crude processed at our refineries in 2020 will be sour crude.
|
(c)
|
Sweet crude oil basket consists of the following crudes: Bakken, Brent, LLS, WTI-Cushing and WTI-Midland. We expect approximately 50 percent of the crude processed at our refineries in 2020 will be sweet crude.
|
(d)
|
This is consumption based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.
|
•
|
the selling prices realized for refined products;
|
•
|
the types of crude oil and other charge and blendstocks processed;
|
•
|
our refinery yields;
|
•
|
the cost of products purchased for resale;
|
•
|
the impact of commodity derivative instruments used to hedge price risk; and
|
•
|
the potential impact of LCM adjustments to inventories in periods of declining prices.
|
Year
|
|
Refinery
|
2019
|
|
Catlettsburg, Gallup, Galveston Bay, Garyville, Los Angeles, Martinez, Robinson and St. Paul Park
|
2018
|
|
Canton, Detroit, Galveston Bay and Martinez
|
2017
|
|
Catlettsburg, Galveston Bay and Garyville
|
(In millions)
|
|
2019
|
|
2018
|
|
2019 vs. 2018 Variance
|
|
2017
|
|
2018 vs. 2017 Variance
|
||||||||||
Revenues and other income:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sales and other operating revenues(a)
|
$
|
123,949
|
|
|
$
|
96,504
|
|
|
$
|
27,445
|
|
|
$
|
74,733
|
|
|
$
|
21,771
|
|
|
Income from equity method investments
|
394
|
|
|
373
|
|
|
21
|
|
|
306
|
|
|
67
|
|
||||||
Net gain on disposal of assets
|
307
|
|
|
23
|
|
|
284
|
|
|
10
|
|
|
13
|
|
||||||
Other income
|
163
|
|
|
202
|
|
|
(39
|
)
|
|
320
|
|
|
(118
|
)
|
||||||
Total revenues and other income
|
124,813
|
|
|
97,102
|
|
|
27,711
|
|
|
75,369
|
|
|
21,733
|
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost of revenues (excludes items below)
|
110,243
|
|
|
86,066
|
|
|
24,177
|
|
|
67,089
|
|
|
18,977
|
|
||||||
Impairment expense
|
1,197
|
|
|
—
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation and amortization
|
3,638
|
|
|
2,490
|
|
|
1,148
|
|
|
2,114
|
|
|
376
|
|
||||||
Selling, general and administrative expenses
|
3,408
|
|
|
2,418
|
|
|
990
|
|
|
1,694
|
|
|
724
|
|
||||||
Other taxes
|
751
|
|
|
557
|
|
|
194
|
|
|
454
|
|
|
103
|
|
||||||
Total costs and expenses
|
119,237
|
|
|
91,531
|
|
|
27,706
|
|
|
71,351
|
|
|
20,180
|
|
||||||
Income from operations
|
5,576
|
|
|
5,571
|
|
|
5
|
|
|
4,018
|
|
|
1,553
|
|
||||||
Net interest and other financial costs
|
1,247
|
|
|
1,003
|
|
|
244
|
|
|
674
|
|
|
329
|
|
||||||
Income before income taxes
|
4,329
|
|
|
4,568
|
|
|
(239
|
)
|
|
3,344
|
|
|
1,224
|
|
||||||
Provision (benefit) for income taxes
|
1,074
|
|
|
962
|
|
|
112
|
|
|
(460
|
)
|
|
1,422
|
|
||||||
Net income
|
3,255
|
|
|
3,606
|
|
|
(351
|
)
|
|
3,804
|
|
|
(198
|
)
|
||||||
Less net income attributable to:
|
|
|
|
|
|
|
|
|
|
|||||||||||
Redeemable noncontrolling interest
|
81
|
|
|
75
|
|
|
6
|
|
|
65
|
|
|
10
|
|
||||||
Noncontrolling interests
|
537
|
|
|
751
|
|
|
(214
|
)
|
|
307
|
|
|
444
|
|
||||||
Net income attributable to MPC
|
$
|
2,637
|
|
|
$
|
2,780
|
|
|
$
|
(143
|
)
|
|
$
|
3,432
|
|
|
$
|
(652
|
)
|
(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 adopted the standard using the modified retrospective method, and, therefore, comparative 2017 information continues to reflect certain taxes on a gross basis. See Item 8. Financial Statements and Supplementary Data - Note 2 for further information.
|
•
|
increased sales and other operating revenues of $27.45 billion mainly due to an increase in our Refining & Marketing segment refined product sales volumes, which increased 1,032 mbpd largely due to the Andeavor acquisition on October 1, 2018, partially offset by lower averaged refined product sales prices, which decreased $0.10 per gallon; and
|
•
|
increased net gain on disposal of assets of $284 million mainly 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. We also recognized a $52 million gain due to the formation of a new joint venture with The Andersons as the fair value of our interest in the new venture exceeded our contribution to the venture.
|
•
|
increased cost of revenues of $24.18 billion primarily due to the inclusion of costs related to the Andeavor operations following the acquisition;
|
•
|
increased impairment expense of $1.20 billion primarily related to MPLX goodwill associated with the ANDX gathering and processing businesses acquired as part of the Andeavor acquisition;
|
•
|
increased depreciation and amortization of $1.15 billion largely due to the depreciation of the fair value of the assets acquired in connection with the Andeavor acquisition;
|
•
|
increased selling, general and administrative expenses of $990 million mainly due to the inclusion of costs related to Andeavor operations following the acquisition and reflecting MPC’s classification of those costs and expenses; and
|
•
|
increased other taxes of $194 million primarily due to the inclusion of other taxes related to the acquired Andeavor operations.
|
•
|
increased sales and other operating revenues of $21.77 billion mainly due to an increase in our Refining & Marketing segment refined product sales volumes, which increased 402 mbpd, and higher averaged refined product sales prices, which increased $0.34 per gallon. The increase in volume is largely due to the Andeavor acquisition on October 1, 2018. These increases were partially offset by our election to present revenues net of certain taxes under ASC 606 prospectively from January 1, 2018, which resulted in a decrease in revenues of $6.66 billion for the year. See Item 8. Financial Statements and Supplementary Data – Note 2 for additional information;
|
•
|
increased income from equity method investments of $67 million primarily due to an increase in income from midstream equity affiliates; and
|
•
|
decreased other income of $118 million primarily due to a decrease in RIN sales.
|
•
|
increased cost of revenues of $18.98 billion primarily due to:
|
◦
|
an increase in refined product cost of sales of $24.97 billion, primarily due to increased operations following the acquisition of Andeavor along with higher raw material costs attributable to an increase in our average crude oil costs of $13.87 per barrel; and
|
◦
|
a decrease in certain taxes of $6.66 billion as a result of our election to present revenues net of certain taxes under ASC 606 prospectively from January 1, 2018. For the year, certain
|
•
|
increased depreciation and amortization of $376 million, primarily due to the depreciation of the fair value of the assets acquired in connection with the Andeavor acquisition;
|
•
|
increased selling, general and administrative expenses of $724 million primarily due to approximately $197 million of transaction related costs for financial advisors, employee severance and other costs associated with the Andeavor acquisition in addition to including costs and expenses for the acquired operations; and
|
•
|
increased other taxes of $103 million primarily due to the inclusion of other taxes related to the acquired Andeavor operations.
|
(a)
|
We adopted ASC 606 (Revenue from Contracts with Customers), 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.
|
(a)
|
Includes intersegment sales and sales destined for export.
|
(b)
|
For comparability purposes, these amounts exclude sales taxes for all periods presented. As noted above, Refining & Marketing revenues in 2019 and 2018 reflect these taxes on a net basis, while 2017 Refining & Marketing revenues continue to reflect these taxes on a gross basis. The average refined product sales price for 2017 included excise taxes of $0.18 per gallon before this adjustment.
|
Refining & Marketing Operating Statistics
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total refinery throughputs (mbpd)
|
|
3,112
|
|
|
2,274
|
|
|
1,944
|
|
|||
Refining & Marketing margin per barrel(a)(b)
|
|
$
|
14.23
|
|
|
$
|
14.25
|
|
|
$
|
12.60
|
|
Less:
|
|
|
|
|
|
|
||||||
Refining operating costs per barrel(c)
|
|
5.66
|
|
|
4.99
|
|
|
5.08
|
|
|||
Distribution costs per barrel(d)
|
|
4.51
|
|
|
4.23
|
|
|
2.38
|
|
|||
Refining planned turnaround costs per barrel
|
|
0.65
|
|
|
0.80
|
|
|
0.71
|
|
|||
Depreciation and amortization per barrel
|
|
1.47
|
|
|
1.41
|
|
|
1.52
|
|
|||
Plus:
|
|
|
|
|
|
|
||||||
Purchase accounting-depreciation and amortization(e)
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|||
Biodiesel tax credit(f)
|
|
0.08
|
|
|
—
|
|
|
—
|
|
|||
Other per barrel(g)
|
|
0.05
|
|
|
0.17
|
|
|
0.36
|
|
|||
Refining & Marketing segment income per barrel
|
|
$
|
2.08
|
|
|
$
|
2.99
|
|
|
$
|
3.27
|
|
(a)
|
Sales revenue less cost of refinery inputs and purchased products, divided by total refinery throughputs.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
(c)
|
Includes refining operating and major maintenance costs. Excludes planned turnaround and depreciation and amortization expense.
|
(d)
|
Includes fees paid to MPLX. On a per barrel throughput basis, these fees were $2.84 and $2.74 for 2019 and 2018, respectively. Fees paid to MPLX for 2017 are prior to the dropdown of refining logistics and fuels distribution assets and are not comparable. Excludes depreciation and amortization expense.
|
(e)
|
Reflects the cumulative effects related to a measurement period adjustment arising from the finalization of purchase accounting.
|
(f)
|
Reflects a benefit of $93 million in 2019 for the biodiesel tax credit attributable to volumes blended in 2018.
|
(g)
|
Includes income from equity method investments, net gain on disposal of assets and other income.
|
Benchmark spot prices (dollars per gallon)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Chicago CBOB unleaded regular gasoline
|
$
|
1.67
|
|
|
$
|
1.86
|
|
|
$
|
1.58
|
|
|
Chicago ultra-low sulfur diesel
|
1.86
|
|
|
2.07
|
|
|
1.64
|
|
||||
USGC CBOB unleaded regular gasoline
|
1.63
|
|
|
1.83
|
|
|
1.55
|
|
||||
USGC ultra-low sulfur diesel
|
1.88
|
|
|
2.05
|
|
|
1.62
|
|
||||
LA CARBOB
|
|
1.98
|
|
|
2.06
|
|
|
—
|
|
|||
LA CARB diesel
|
|
2.01
|
|
|
2.14
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Market Indicators (dollars per barrel)
|
|
|
|
|
|
|
||||||
LLS
|
$
|
62.69
|
|
|
$
|
69.93
|
|
|
$
|
54.00
|
|
|
WTI
|
57.04
|
|
|
64.10
|
|
|
50.85
|
|
||||
ANS
|
65.04
|
|
|
68.46
|
|
|
54.44
|
|
||||
Crack Spreads
|
|
|
|
|
|
|
||||||
USGC LLS 3-2-1
|
$
|
8.22
|
|
|
$
|
7.91
|
|
|
8.55
|
|
||
Mid-Continent WTI 3-2-1
|
$
|
14.61
|
|
|
$
|
14.02
|
|
|
12.71
|
|
||
West Coast ANS 3-2-1
|
17.30
|
|
|
11.66
|
|
|
14.02
|
|
||||
Blended 3-2-1(a)
|
12.83
|
|
|
10.62
|
|
|
10.22
|
|
||||
Crude Oil Differentials
|
|
|
|
|
|
|||||||
Sweet
|
|
$
|
(2.35
|
)
|
|
$
|
(3.83
|
)
|
|
$
|
(1.04
|
)
|
Sour
|
|
(3.15
|
)
|
|
(7.60
|
)
|
|
(5.02
|
)
|
(a)
|
The blended crack spread for 2019 is weighted 38 percent of the USGC crack spread, 38 percent of the Mid-Continent crack spread and 24 percent of the West Coast crack spread. The blended crack spread for 2018 reflects the average of this same weighting for the fourth quarter of 2018 and a weighting of 60 percent of the USGC crack spread and 40 percent of the Mid-Continent crack spread for the first three quarters of 2018. The 2017 blended crack spread is weighted 60 percent of the USGC crack spread and 40 percent of the Mid-Continent crack spread for the period. These blends are based on MPC’s refining capacity by region in each period.
|
|
2019
|
|
2018
|
|
2017
|
|||
Refining & Marketing Operating Statistics
|
|
|
|
|
|
|||
Refined product export sales volumes (mbpd)(a)
|
397
|
|
|
334
|
|
297
|
||
Crude oil capacity utilization percent(b)
|
96
|
|
|
96
|
|
|
97
|
|
Refinery throughputs (mbpd):(c)
|
|
|
|
|
|
|||
Crude oil refined
|
2,902
|
|
|
2,081
|
|
|
1,765
|
|
Other charge and blendstocks
|
210
|
|
|
193
|
|
|
179
|
|
Total
|
3,112
|
|
|
2,274
|
|
|
1,944
|
|
Sour crude oil throughput percent
|
48
|
|
|
52
|
|
|
59
|
|
Sweet crude oil throughput percent
|
52
|
|
|
48
|
|
|
41
|
|
Refined product yields (mbpd):(c)
|
|
|
|
|
|
|||
Gasoline
|
1,560
|
|
|
1,107
|
|
|
932
|
|
Distillates
|
1,087
|
|
|
773
|
|
|
641
|
|
Feedstocks and petrochemicals
|
315
|
|
|
288
|
|
|
277
|
|
Asphalt
|
87
|
|
|
69
|
|
|
63
|
|
Propane
|
55
|
|
|
41
|
|
|
36
|
|
Heavy fuel oil
|
49
|
|
|
38
|
|
|
37
|
|
Total
|
3,153
|
|
|
2,316
|
|
|
1,986
|
|
(a)
|
Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volumes 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 110 mbpd, 61 mbpd and 78 mbpd for 2019, 2018 and 2017, respectively, for all regions.
|
(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.
|
Key Financial and Operating Data
|
|
2019
|
|
2018
|
|
2017
|
||||||
Average fuel sales prices (dollars per gallon)
|
$
|
2.64
|
|
|
$
|
2.71
|
|
|
$
|
2.34
|
|
|
Merchandise sales (in millions)
|
$
|
6,305
|
|
|
$
|
5,232
|
|
|
$
|
4,893
|
|
|
Merchandise margin (in millions)(a)(b)
|
$
|
1,827
|
|
|
$
|
1,486
|
|
|
$
|
1,402
|
|
|
Same store gasoline sales volume (period over period)(c)
|
(3.3
|
)%
|
|
(1.5
|
)%
|
|
(1.3
|
)%
|
||||
Same store merchandise sales (period over period)(c)(d)
|
5.4
|
%
|
|
4.2
|
%
|
|
1.2
|
%
|
||||
Convenience stores at period-end
|
3,898
|
|
|
3,923
|
|
|
2,744
|
|
||||
Direct dealer locations at period-end
|
1,068
|
|
|
1,065
|
|
|
—
|
|
(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)
|
We adopted ASC 606 (Revenue from Contracts with Customers), 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.
|
(a)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(b)
|
Includes amounts related to unconsolidated equity method investments on a 100 percent basis.
|
Benchmark Prices
|
|
2019
|
|
2018
|
|
2017
|
||||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
2.53
|
|
|
$
|
3.07
|
|
|
$
|
3.02
|
|
|
C2 + NGL Pricing ($ per gallon)(a)
|
$
|
0.52
|
|
|
$
|
0.78
|
|
|
$
|
0.66
|
|
(a)
|
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)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Items not allocated to segments:
|
|
|
|
|
|
|||||||
Corporate and other unallocated items(a)
|
$
|
(805
|
)
|
|
$
|
(502
|
)
|
|
$
|
(365
|
)
|
|
Equity method investment restructuring gains
|
259
|
|
|
—
|
|
|
—
|
|
||||
Transaction-related costs
|
(160
|
)
|
|
(197
|
)
|
|
—
|
|
||||
Litigation
|
(22
|
)
|
|
—
|
|
|
(29
|
)
|
||||
Impairments
|
(1,239
|
)
|
|
9
|
|
|
23
|
|
(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 Retail segments.
|
Reconciliation of Refining & Marketing income from operations to Refining & Marketing margin
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Refining & Marketing income from operations
|
|
$
|
2,367
|
|
|
$
|
2,481
|
|
|
$
|
2,321
|
|
|
Plus (Less):
|
|
|
|
|
|
|
|||||||
Refining operating costs(a)
|
|
6,421
|
|
|
4,137
|
|
|
3,612
|
|
||||
Refining depreciation and amortization
|
|
1,465
|
|
|
1,089
|
|
|
1,013
|
|
||||
Refining planned turnaround costs
|
|
740
|
|
|
664
|
|
|
501
|
|
||||
Distribution costs(b)
|
|
5,117
|
|
|
3,512
|
|
|
1,686
|
|
||||
Distribution depreciation and amortization
|
|
200
|
|
|
85
|
|
|
69
|
|
||||
Income from equity method investments
|
|
(11
|
)
|
|
(15
|
)
|
|
(17
|
)
|
||||
Net gain on disposal of assets
|
|
(6
|
)
|
|
(4
|
)
|
|
5
|
|
||||
Other income
|
|
(43
|
)
|
|
(125
|
)
|
|
(249
|
)
|
||||
Biodiesel tax credit
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
||||
Refining & Marketing margin
|
|
$
|
16,157
|
|
|
$
|
11,824
|
|
|
$
|
8,941
|
|
(a)
|
Includes refining operating and major maintenance costs. Excludes planned turnaround and depreciation and amortization expense.
|
(b)
|
Includes fees paid to MPLX of $3.22 billion and $2.28 billion for the years ended December 31, 2019, and 2018, respectively. Fees paid to MPLX for 2017 are prior to the dropdown of refining logistics and fuels distribution assets and are not comparable. Excludes depreciation and amortization expense.
|
Reconciliation of Retail income from operations to Retail total margin
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Retail income from operations
|
|
$
|
1,582
|
|
|
$
|
1,028
|
|
|
$
|
729
|
|
|
Plus (Less):
|
|
|
|
|
|
|
|||||||
Operating, selling, general and administrative expenses
|
|
2,456
|
|
|
1,796
|
|
|
1,533
|
|
||||
Depreciation and amortization
|
|
528
|
|
|
353
|
|
|
275
|
|
||||
Income from equity method investments
|
|
(82
|
)
|
|
(74
|
)
|
|
(69
|
)
|
||||
Net gain on disposal of assets
|
|
(31
|
)
|
|
(17
|
)
|
|
(14
|
)
|
||||
Other income
|
|
(44
|
)
|
|
(7
|
)
|
|
(14
|
)
|
||||
Retail total margin
|
|
$
|
4,409
|
|
|
$
|
3,079
|
|
|
$
|
2,440
|
|
|
|
|
|
|
|
|
|
|||||||
Retail total margin:
|
|
|
|
|
|
|
|||||||
Fuel margin
|
|
$
|
2,478
|
|
|
$
|
1,547
|
|
|
$
|
1,008
|
|
|
Merchandise margin
|
|
1,827
|
|
|
1,486
|
|
|
1,402
|
|
||||
Other margin
|
|
104
|
|
|
46
|
|
|
30
|
|
||||
Retail total margin
|
|
$
|
4,409
|
|
|
$
|
3,079
|
|
|
$
|
2,440
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|||||||
Operating activities
|
$
|
9,441
|
|
|
$
|
6,158
|
|
|
$
|
6,612
|
|
|
Investing activities
|
(6,261
|
)
|
|
(7,670
|
)
|
|
(3,398
|
)
|
||||
Financing activities
|
(3,376
|
)
|
|
222
|
|
|
(1,091
|
)
|
||||
Total
|
$
|
(196
|
)
|
|
$
|
(1,290
|
)
|
|
$
|
2,123
|
|
•
|
Cash used for additions to property, plant and equipment was primarily due to spending in our Midstream segment. See discussion of capital expenditures and investments under the “Capital Spending” section.
|
•
|
Cash used for acquisitions of $3.82 billion in 2018 primarily includes cash paid to Andeavor stockholders of $3.5 billion in connection with the acquisition of Andeavor on October 1, 2018.
|
•
|
Net investments were a use of cash of $966 million in 2019 compared to $393 million in 2018 and $743 million in 2017. Investments in 2019 are largely due to investments in connection with the Gray Oak Pipeline, which began initial start-up in the fourth quarter, the Wink to Webster Pipeline, the Whistler Pipeline and other Midstream projects. Investments in 2017 primarily include MPLX’s $500 million investment to acquire a partial interest in the Bakken Pipeline system.
|
•
|
Cash provided by disposal of assets totaled $127 million, $54 million and $79 million in 2019, 2018 and 2017, respectively. The increase in 2019 is primarily due to proceeds from the sale of assets in our Retail segment.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Additions to property, plant and equipment per consolidated statements of cash flows
|
$
|
5,374
|
|
|
$
|
3,578
|
|
|
$
|
2,732
|
|
|
Asset retirement expenditures
|
1
|
|
|
8
|
|
|
2
|
|
||||
Increase (decrease) in capital accruals
|
(306
|
)
|
|
309
|
|
|
67
|
|
||||
Total capital expenditures
|
5,069
|
|
|
3,895
|
|
|
2,801
|
|
||||
Investments in equity method investees
|
1,064
|
|
|
409
|
|
|
305
|
|
||||
Total capital expenditures and investments
|
$
|
6,133
|
|
|
$
|
4,304
|
|
|
$
|
3,106
|
|
•
|
Long-term debt borrowings and repayments, including debt issuance costs, were a net $1.18 billion source of cash in 2019 compared to a $5.36 billion source of cash in 2018 and a $2.24 billion source of cash in 2017. During 2019, MPLX issued $2 billion of floating rate notes, the proceeds of which were used to repay various outstanding MPLX borrowings and for general business purposes, and had net borrowings of $1 billion under its term loan agreement. In addition, MPLX repaid $500 million of senior notes. During 2018, MPLX issued $7.75 billion of senior notes, redeemed $750 million of senior notes, borrowed and repaid $4.1 billion under the MPLX term loan, and borrowed and repaid $1.41 billion and $1.92 billion, respectively, under the MPLX Credit Agreement. In addition, MPC redeemed $600 million of senior notes. During 2017, MPLX issued $2.25 billion of senior notes, borrowed $505 million under the MPLX bank revolving credit agreement, repaid the remaining $250 million under the MPLX term loan agreement and we repaid the remaining $200 million balance under the MPC term loan agreement. See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our long-term debt.
|
•
|
Cash used in common stock repurchases totaled $1.95 billion in 2019, $3.29 billion in 2018, and $2.37 billion in 2017. See the “Capital Requirements” section for further discussion of our stock repurchases.
|
•
|
Cash used in dividend payments totaled $1.40 billion in 2019, $954 million in 2018 and $773 million in 2017. The increase in 2019 was primarily due a net increase in the number of shares outstanding due to the approximate 239.8 million shares issued in connection with the Andeavor acquisition and a $0.28 per share increase in our base dividend, partially offset by a reduction of shares resulting from share repurchases. The increase in 2018 was primarily due to an increase in our base dividend in addition to a net increase in the number of shares of our common stock outstanding due to issuances related to the Andeavor acquisition, partially offset by share repurchases. Dividends per share were $2.12 in 2019, $1.84 in 2018 and $1.52 in 2017.
|
•
|
Distributions to noncontrolling interests increased $342 million in 2019 compared to 2018 and $209 million in 2018 compared to 2017, primarily due to an increases in MPLX units outstanding and MPLX’s distribution per common unit. Distributions to noncontrolling interests included ANDX’s distribution per common unit paid in the first and second quarter of 2019, prior to the merger of ANDX and MPLX, and the fourth quarter of 2018 subsequent to the acquisition of Andeavor on October 1, 2018.
|
•
|
Cash proceeds from the issuance of MPLX common units were $473 million in 2017. See Item 8. Financial Statements and Supplementary Data – Note 4 for further discussion of MPLX.
|
•
|
Cash used in financing activities in 2017 included a portion of the payments to the seller of the Galveston Bay refinery under the contingent earnout provisions of the purchase and sale agreement.
|
|
|
December 31, 2019
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility(a)
|
$
|
5,000
|
|
|
$
|
1
|
|
|
$
|
4,999
|
|
|
364 day bank revolving credit facility
|
1,000
|
|
|
—
|
|
|
1,000
|
|
||||
Trade receivables facility
|
750
|
|
|
—
|
|
|
750
|
|
||||
Total
|
$
|
6,750
|
|
|
$
|
1
|
|
|
$
|
6,749
|
|
|
Cash and cash equivalents(b)
|
|
|
|
|
1,512
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
8,261
|
|
(a)
|
Outstanding borrowings include $1 million in letters of credit outstanding under this facility. Excludes MPLX’s $3.5 billion bank revolving credit facility, which had no borrowings and no of letters of credit outstanding as of December 31, 2019.
|
(b)
|
Excludes $15 million of MPLX cash and cash equivalents.
|
Company
|
Rating Agency
|
Rating
|
MPC
|
Moody’s
|
Baa2 (negative outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB (stable outlook)
|
|
|
December 31, 2019
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
3,500
|
|
|
MPLX Term Loan Agreement
|
1,000
|
|
|
1,000
|
|
|
—
|
|
||||
MPC Intercompany Loan Agreement
|
1,500
|
|
|
594
|
|
|
906
|
|
||||
Total
|
$
|
6,000
|
|
|
$
|
1,594
|
|
|
$
|
4,406
|
|
|
Cash and cash equivalents
|
|
|
|
|
15
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
4,421
|
|
Company
|
Rating Agency
|
Rating
|
MPLX
|
Moody’s
|
Baa2 (negative outlook)
|
|
Standard & Poor’s
|
BBB (stable outlook)
|
|
Fitch
|
BBB (stable outlook)
|
(In millions)
|
|
2020 Plan
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Capital expenditures and investments:(a)
|
|
|
|
|
|
|
|
|||||||||
MPC, excluding MPLX
|
|
|
|
|
|
|
|
|||||||||
Refining & Marketing
|
$
|
1,550
|
|
|
$
|
1,999
|
|
|
$
|
1,057
|
|
|
$
|
832
|
|
|
Retail
|
550
|
|
|
607
|
|
|
460
|
|
|
381
|
|
|||||
Midstream - Other
|
300
|
|
|
360
|
|
|
70
|
|
|
36
|
|
|||||
Corporate and Other(b)
|
200
|
|
|
237
|
|
|
157
|
|
|
138
|
|
|||||
Total MPC, excluding MPLX
|
$
|
2,600
|
|
|
$
|
3,203
|
|
|
$
|
1,744
|
|
|
$
|
1,387
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Midstream - MPLX
|
$
|
1,750
|
|
|
$
|
2,930
|
|
|
$
|
2,560
|
|
|
$
|
1,719
|
|
(a)
|
Capital expenditures include changes in capital accruals.
|
(b)
|
Includes capitalized interest of $137 million, $80 million and $55 million for 2019, 2018 and 2017, respectively. The 2020 capital investment plan excludes capitalized interest.
|
(In millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Number of shares repurchased
|
34
|
|
|
47
|
|
|
44
|
|
|||
Cash paid for shares repurchased
|
$
|
1,950
|
|
|
$
|
3,287
|
|
|
$
|
2,372
|
|
Average cost per share
|
$
|
58.87
|
|
|
$
|
69.46
|
|
|
$
|
53.85
|
|
(In millions)
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Later Years
|
||||||||||
Long-term debt(a)
|
$
|
46,013
|
|
|
$
|
1,971
|
|
|
$
|
7,711
|
|
|
$
|
7,051
|
|
|
$
|
29,280
|
|
|
Finance lease obligations(b)
|
987
|
|
|
96
|
|
|
182
|
|
|
182
|
|
|
527
|
|
||||||
Operating lease obligations
|
2,833
|
|
|
698
|
|
|
992
|
|
|
509
|
|
|
634
|
|
||||||
Purchase obligations:(c)
|
|
|
|
|
|
|
|
|
|
|||||||||||
Crude oil, feedstock, refined product and renewable fuel contracts(d)
|
10,011
|
|
|
9,645
|
|
|
225
|
|
|
47
|
|
|
94
|
|
||||||
Transportation and related contracts
|
2,298
|
|
|
468
|
|
|
829
|
|
|
532
|
|
|
469
|
|
||||||
Contracts to acquire property, plant and equipment
|
1,617
|
|
|
1,558
|
|
|
59
|
|
|
—
|
|
|
—
|
|
||||||
Service, materials and other contracts(e)
|
2,693
|
|
|
644
|
|
|
779
|
|
|
505
|
|
|
765
|
|
||||||
Total purchase obligations
|
16,619
|
|
|
12,315
|
|
|
1,892
|
|
|
1,084
|
|
|
1,328
|
|
||||||
Other long-term liabilities reported in the consolidated balance sheet(f)
|
2,889
|
|
|
311
|
|
|
552
|
|
|
555
|
|
|
1,471
|
|
||||||
Total contractual cash obligations
|
$
|
69,341
|
|
|
$
|
15,391
|
|
|
$
|
11,329
|
|
|
$
|
9,381
|
|
|
$
|
33,240
|
|
(a)
|
Includes interest payments of $17.21 billion for our senior notes and the MPLX senior notes, commitment and administrative fees for our credit agreements, the MPLX credit agreement and term loan agreement and our trade receivables facility.
|
(b)
|
Finance lease obligations represent future minimum payments.
|
(c)
|
Includes both short- and long-term purchases obligations.
|
(d)
|
These contracts include variable price arrangements. For purposes of this disclosure we have estimated prices to be paid primarily based on futures curves for the commodities to the extent available.
|
(e)
|
Primarily includes contracts to purchase services such as utilities, supplies and various other maintenance and operating services.
|
(f)
|
Primarily includes obligations for pension and other postretirement benefits including medical and life insurance, which we have estimated through 2029. See Item 8. Financial Statements and Supplementary Data – Note 23.
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital
|
$
|
555
|
|
|
$
|
380
|
|
|
$
|
343
|
|
|
Compliance:(a)
|
|
|
|
|
|
|||||||
Operating and maintenance
|
580
|
|
|
525
|
|
|
413
|
|
||||
Remediation(b)
|
78
|
|
|
52
|
|
|
36
|
|
||||
Total
|
$
|
1,213
|
|
|
$
|
957
|
|
|
$
|
792
|
|
(a)
|
Based on the American Petroleum Institute’s definition of environmental expenditures.
|
(b)
|
These amounts include spending charged against remediation reserves, where permissible, but exclude non-cash provisions recorded for environmental remediation.
|
•
|
Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
•
|
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the measurement date.
|
•
|
Level 3 – Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
•
|
assessment of impairment of long-lived assets;
|
•
|
assessment of impairment of intangible assets:
|
•
|
assessment of impairment of goodwill;
|
•
|
assessment of impairment of equity method investments;
|
•
|
recorded values for assets acquired and liabilities assumed in connection with acquisitions; and
|
•
|
recorded values of derivative instruments.
|
•
|
Future margins on products produced and sold. Our estimates of future product margins are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews.
|
•
|
Future volumes. Our estimates of future refinery, retail, pipeline throughput and natural gas and NGL processing volumes are based on internal forecasts prepared by our Refining & Marketing, Retail and Midstream segments operations personnel. Assumptions about our customers’ drilling activity are inherently subjective and contingent upon a number of variable factors (including future or
|
•
|
Discount rate commensurate with the risks involved. We apply a discount rate to our cash flows based on a variety of factors, including market and economic conditions, operational risk, regulatory risk and political risk. This discount rate is also compared to recent observable market transactions, if possible. A higher discount rate decreases the net present value of cash flows.
|
•
|
Future capital requirements. These are based on authorized spending and internal forecasts.
|
•
|
the discount rate for measuring the present value of future plan obligations;
|
•
|
the expected long-term return on plan assets;
|
•
|
the rate of future increases in compensation levels;
|
•
|
health care cost projections; and
|
•
|
the mortality table used in determining future plan obligations.
|
(In millions)
|
|
2019
|
|
2018
|
||||
Realized gain (loss) on settled derivative positions
|
|
$
|
48
|
|
|
$
|
(11
|
)
|
Unrealized loss on open net derivative positions
|
|
(144
|
)
|
|
(35
|
)
|
||
Net loss
|
|
$
|
(96
|
)
|
|
$
|
(46
|
)
|
|
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 December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Crude
|
$
|
(39
|
)
|
|
$
|
(98
|
)
|
|
$
|
41
|
|
|
$
|
103
|
|
Refined products
|
22
|
|
|
56
|
|
|
(22
|
)
|
|
(56
|
)
|
||||
Blending Products
|
(8
|
)
|
|
(20
|
)
|
|
8
|
|
|
20
|
|
||||
Embedded derivatives
|
(6
|
)
|
|
(15
|
)
|
|
6
|
|
|
15
|
|
(In millions)
|
|
Fair
Value(a) |
|
Change in
Fair Value(b) |
|
Change in Net Income for the Twelve Months Ended December 31, 2019(c)
|
|||||
Long-term debt
|
|
|
|
|
|
|
|||||
Fixed-rate
|
|
$
|
27,387
|
|
|
$
|
2,548
|
|
|
n/a
|
|
Variable-rate
|
|
1,000
|
|
|
n/a
|
|
|
20
|
|
(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 December 31, 2019.
|
(c)
|
Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, 2019.
|
|
Page
|
|
|
|
|
|
|
|
|
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary R. Heminger
|
|
/s/ Donald C. Templin
|
|
/s/ John J. Quaid
|
Gary R. Heminger
Chairman of the Board and
Chief Executive Officer
|
|
Donald C. Templin
Executive Vice President and
Chief Financial Officer
|
|
John J. Quaid
Vice President and
Controller
|
/s/ Gary R. Heminger
|
|
/s/ Donald C. Templin
|
|
|
Gary R. Heminger
Chairman of the Board and
Chief Executive Officer
|
|
Donald C. Templin
Executive Vice President and
Chief Financial Officer
|
|
|
(In millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues and other income:
|
|
|
|
|
|
||||||
Sales and other operating revenues(a)
|
$
|
123,949
|
|
|
$
|
96,504
|
|
|
$
|
74,733
|
|
Income from equity method investments
|
394
|
|
|
373
|
|
|
306
|
|
|||
Net gain on disposal of assets
|
307
|
|
|
23
|
|
|
10
|
|
|||
Other income
|
163
|
|
|
202
|
|
|
320
|
|
|||
Total revenues and other income
|
124,813
|
|
|
97,102
|
|
|
75,369
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues (excludes items below)(a)
|
110,243
|
|
|
86,066
|
|
|
67,089
|
|
|||
Impairment expense
|
1,197
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
3,638
|
|
|
2,490
|
|
|
2,114
|
|
|||
Selling, general and administrative expenses
|
3,408
|
|
|
2,418
|
|
|
1,694
|
|
|||
Other taxes
|
751
|
|
|
557
|
|
|
454
|
|
|||
Total costs and expenses
|
119,237
|
|
|
91,531
|
|
|
71,351
|
|
|||
Income from operations
|
5,576
|
|
|
5,571
|
|
|
4,018
|
|
|||
Net interest and other financial costs
|
1,247
|
|
|
1,003
|
|
|
674
|
|
|||
Income before income taxes
|
4,329
|
|
|
4,568
|
|
|
3,344
|
|
|||
Provision (benefit) for income taxes
|
1,074
|
|
|
962
|
|
|
(460
|
)
|
|||
Net income
|
3,255
|
|
|
3,606
|
|
|
3,804
|
|
|||
Less net income attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
81
|
|
|
75
|
|
|
65
|
|
|||
Noncontrolling interests
|
537
|
|
|
751
|
|
|
307
|
|
|||
Net income attributable to MPC
|
$
|
2,637
|
|
|
$
|
2,780
|
|
|
$
|
3,432
|
|
Per Share Data (See Note 8)
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
4.00
|
|
|
$
|
5.36
|
|
|
$
|
6.76
|
|
Weighted average shares outstanding
|
659
|
|
|
518
|
|
|
507
|
|
|||
Diluted:
|
|
|
|
|
|
||||||
Net income attributable to MPC per share
|
$
|
3.97
|
|
|
$
|
5.28
|
|
|
$
|
6.70
|
|
Weighted average shares outstanding
|
664
|
|
|
526
|
|
|
512
|
|
(a)
|
The 2019 and 2018 periods reflect an election to present certain taxes on a net basis concurrent with our adoption of ASU 2014-09, Revenue - Revenue from Contracts with Customers (“ASC 606”). See Note 2 for further information.
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
3,255
|
|
|
$
|
3,606
|
|
|
$
|
3,804
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Defined benefit plans:
|
|
|
|
|
|
||||||
Actuarial changes, net of tax of ($40), $14 and $17, respectively
|
(147
|
)
|
|
75
|
|
|
29
|
|
|||
Prior service credit, net of tax of ($17), $12 and ($16), respectively
|
(27
|
)
|
|
8
|
|
|
(26
|
)
|
|||
Other, net of tax of ($1), $1 and $0, respectively
|
(2
|
)
|
|
4
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
(176
|
)
|
|
87
|
|
|
3
|
|
|||
Comprehensive income
|
3,079
|
|
|
3,693
|
|
|
3,807
|
|
|||
Less comprehensive income attributable to:
|
|
|
|
|
|
||||||
Redeemable noncontrolling interest
|
81
|
|
|
75
|
|
|
65
|
|
|||
Noncontrolling interests
|
537
|
|
|
751
|
|
|
307
|
|
|||
Comprehensive income attributable to MPC
|
$
|
2,461
|
|
|
$
|
2,867
|
|
|
$
|
3,435
|
|
|
December 31,
|
||||||
(Millions of dollars, except share data)
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,527
|
|
|
$
|
1,687
|
|
Receivables, less allowance for doubtful accounts of $17 and $9, respectively
|
7,872
|
|
|
5,853
|
|
||
Inventories
|
10,243
|
|
|
9,837
|
|
||
Other current assets
|
528
|
|
|
646
|
|
||
Total current assets
|
20,170
|
|
|
18,023
|
|
||
Equity method investments
|
6,898
|
|
|
5,898
|
|
||
Property, plant and equipment, net
|
45,615
|
|
|
45,058
|
|
||
Goodwill
|
20,040
|
|
|
20,184
|
|
||
Right of use assets(a)
|
2,459
|
|
|
—
|
|
||
Other noncurrent assets
|
3,374
|
|
|
3,777
|
|
||
Total assets
|
$
|
98,556
|
|
|
$
|
92,940
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
11,623
|
|
|
$
|
9,366
|
|
Payroll and benefits payable
|
1,126
|
|
|
1,152
|
|
||
Accrued taxes
|
1,186
|
|
|
1,446
|
|
||
Debt due within one year
|
711
|
|
|
544
|
|
||
Operating lease liabilities(a)
|
604
|
|
|
—
|
|
||
Other current liabilities
|
897
|
|
|
708
|
|
||
Total current liabilities
|
16,147
|
|
|
13,216
|
|
||
Long-term debt
|
28,127
|
|
|
26,980
|
|
||
Deferred income taxes
|
6,392
|
|
|
4,864
|
|
||
Defined benefit postretirement plan obligations
|
1,643
|
|
|
1,509
|
|
||
Long-term operating lease liabilities(a)
|
1,875
|
|
|
—
|
|
||
Deferred credits and other liabilities
|
1,265
|
|
|
1,318
|
|
||
Total liabilities
|
55,449
|
|
|
47,887
|
|
||
Commitments and contingencies (see Note 26)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
968
|
|
|
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 – 978 million and 975 million shares (par value $0.01 per share, 2 billion shares authorized)
|
10
|
|
|
10
|
|
||
Held in treasury, at cost – 329 million and 295 million shares
|
(15,143
|
)
|
|
(13,175
|
)
|
||
Additional paid-in capital
|
33,157
|
|
|
33,729
|
|
||
Retained earnings
|
15,990
|
|
|
14,755
|
|
||
Accumulated other comprehensive loss
|
(320
|
)
|
|
(144
|
)
|
||
Total MPC stockholders’ equity
|
33,694
|
|
|
35,175
|
|
||
Noncontrolling interests
|
8,445
|
|
|
8,874
|
|
||
Total equity
|
42,139
|
|
|
44,049
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
98,556
|
|
|
$
|
92,940
|
|
(a)
|
We adopted ASU No. 2016-02, Leases (“ASC 842”), as of January 1, 2019. See Notes 3 and 25 for further information.
|
(Millions of dollars)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
3,255
|
|
|
$
|
3,606
|
|
|
$
|
3,804
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred financing costs and debt discount
|
33
|
|
|
70
|
|
|
64
|
|
|||
Impairment expense
|
1,197
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
3,638
|
|
|
2,490
|
|
|
2,114
|
|
|||
Pension and other postretirement benefits, net
|
(64
|
)
|
|
90
|
|
|
47
|
|
|||
Deferred income taxes
|
1,023
|
|
|
47
|
|
|
(1,233
|
)
|
|||
Net gain on disposal of assets
|
(307
|
)
|
|
(23
|
)
|
|
(10
|
)
|
|||
Income from equity method investments
|
(394
|
)
|
|
(373
|
)
|
|
(306
|
)
|
|||
Distributions from equity method investments
|
662
|
|
|
519
|
|
|
391
|
|
|||
Changes in the fair value of derivative instruments
|
(8
|
)
|
|
(62
|
)
|
|
116
|
|
|||
Changes in operating assets and liabilities, net of effects of businesses acquired:
|
|
|
|
|
|
||||||
Current receivables
|
(2,024
|
)
|
|
1,589
|
|
|
(1,093
|
)
|
|||
Inventories
|
(366
|
)
|
|
931
|
|
|
106
|
|
|||
Current accounts payable and accrued liabilities
|
2,502
|
|
|
(2,798
|
)
|
|
2,814
|
|
|||
Right of use assets and operating lease liabilities, net
|
14
|
|
|
—
|
|
|
—
|
|
|||
All other, net
|
280
|
|
|
72
|
|
|
(202
|
)
|
|||
Net cash provided by operating activities
|
9,441
|
|
|
6,158
|
|
|
6,612
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(5,374
|
)
|
|
(3,578
|
)
|
|
(2,732
|
)
|
|||
Acquisitions, net of cash acquired
|
(129
|
)
|
|
(3,822
|
)
|
|
(249
|
)
|
|||
Disposal of assets
|
127
|
|
|
54
|
|
|
79
|
|
|||
Investments – acquisitions, loans and contributions
|
(1,064
|
)
|
|
(409
|
)
|
|
(805
|
)
|
|||
– redemptions, repayments and return of capital
|
98
|
|
|
16
|
|
|
62
|
|
|||
All other, net
|
81
|
|
|
69
|
|
|
247
|
|
|||
Net cash used in investing activities
|
(6,261
|
)
|
|
(7,670
|
)
|
|
(3,398
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Commercial paper – issued
|
—
|
|
|
—
|
|
|
300
|
|
|||
– repayments
|
—
|
|
|
—
|
|
|
(300
|
)
|
|||
Long-term debt – borrowings
|
14,274
|
|
|
13,476
|
|
|
2,911
|
|
|||
– repayments
|
(13,073
|
)
|
|
(8,032
|
)
|
|
(642
|
)
|
|||
Debt issuance costs
|
(22
|
)
|
|
(86
|
)
|
|
(33
|
)
|
|||
Issuance of common stock
|
10
|
|
|
24
|
|
|
46
|
|
|||
Common stock repurchased
|
(1,950
|
)
|
|
(3,287
|
)
|
|
(2,372
|
)
|
|||
Dividends paid
|
(1,398
|
)
|
|
(954
|
)
|
|
(773
|
)
|
|||
Issuance of MPLX LP common units
|
—
|
|
|
—
|
|
|
473
|
|
|||
Distributions to noncontrolling interests
|
(1,245
|
)
|
|
(903
|
)
|
|
(694
|
)
|
|||
Contributions from noncontrolling interests
|
97
|
|
|
12
|
|
|
129
|
|
|||
Contingent consideration payment
|
—
|
|
|
—
|
|
|
(89
|
)
|
|||
All other, net
|
(69
|
)
|
|
(28
|
)
|
|
(47
|
)
|
|||
Net cash provided by (used in) financing activities
|
(3,376
|
)
|
|
222
|
|
|
(1,091
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(196
|
)
|
|
(1,290
|
)
|
|
2,123
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
1,725
|
|
|
3,015
|
|
|
892
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,529
|
|
|
$
|
1,725
|
|
|
$
|
3,015
|
|
|
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, 2016
|
731
|
|
|
$
|
7
|
|
|
(203
|
)
|
|
$
|
(7,482
|
)
|
|
$
|
11,060
|
|
|
$
|
10,206
|
|
|
$
|
(234
|
)
|
|
$
|
6,646
|
|
|
$
|
20,203
|
|
|
$
|
1,000
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,432
|
|
|
—
|
|
|
307
|
|
|
3,739
|
|
|
65
|
|
||||||||
Dividends declared on common stock ($1.52 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(774
|
)
|
|
—
|
|
|
—
|
|
|
(774
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(629
|
)
|
|
(629
|
)
|
|
(65
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
129
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(2,372
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,372
|
)
|
|
—
|
|
||||||||
Stock-based compensation
|
3
|
|
|
—
|
|
|
(1
|
)
|
|
(15
|
)
|
|
92
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
85
|
|
|
—
|
|
||||||||
Equity transactions of MPLX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|
444
|
|
|
—
|
|
||||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
2
|
|
|
68
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,780
|
|
|
—
|
|
|
751
|
|
|
3,531
|
|
|
75
|
|
||||||||
Dividends declared on common stock ($1.84 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(955
|
)
|
|
—
|
|
|
—
|
|
|
(955
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
(832
|
)
|
|
(71
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(3,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,287
|
)
|
|
—
|
|
||||||||
Stock based compensation
|
1
|
|
|
1
|
|
|
—
|
|
|
(18
|
)
|
|
345
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
342
|
|
|
—
|
|
||||||||
Equity transactions of MPLX & ANDX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,357
|
|
|
—
|
|
|
—
|
|
|
(2,927
|
)
|
|
(570
|
)
|
|
—
|
|
||||||||
Issuance of shares for Andeavor acquisition
|
240
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
19,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,766
|
|
|
—
|
|
||||||||
Noncontrolling interest acquired from Andeavor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,059
|
|
|
5,059
|
|
|
—
|
|
||||||||
Balance as of December 31, 2018
|
975
|
|
|
$
|
10
|
|
|
(295
|
)
|
|
$
|
(13,175
|
)
|
|
$
|
33,729
|
|
|
$
|
14,755
|
|
|
$
|
(144
|
)
|
|
$
|
8,874
|
|
|
$
|
44,049
|
|
|
$
|
1,004
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,637
|
|
|
—
|
|
|
537
|
|
|
3,174
|
|
|
81
|
|
||||||||
Dividends declared on common stock ($2.12 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,402
|
)
|
|
—
|
|
|
—
|
|
|
(1,402
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,164
|
)
|
|
(1,164
|
)
|
|
(81
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
97
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(1,950
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,950
|
)
|
|
—
|
|
||||||||
Stock based compensation
|
3
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
112
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
101
|
|
|
—
|
|
||||||||
Equity transactions of MPLX & ANDX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(684
|
)
|
|
—
|
|
|
—
|
|
|
94
|
|
|
(590
|
)
|
|
(36
|
)
|
||||||||
Balance as of December 31, 2019
|
978
|
|
|
$
|
10
|
|
|
(329
|
)
|
|
$
|
(15,143
|
)
|
|
$
|
33,157
|
|
|
$
|
15,990
|
|
|
$
|
(320
|
)
|
|
$
|
8,445
|
|
|
$
|
42,139
|
|
|
$
|
968
|
|
1.
|
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
|
2.
|
SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
|
•
|
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.
|
•
|
Retail - 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 at our company-owned and operated retail locations and shortly after delivery for our direct dealers. 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 ASC 606, 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 prices in our Midstream contracts often have 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 at each period end.
|
3.
|
ACCOUNTING STANDARDS
|
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
|
4.
|
MASTER LIMITED PARTNERSHIP
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Increase due to the issuance of MPLX common units and general partner units to MPC
|
$
|
—
|
|
|
$
|
1,114
|
|
|
$
|
114
|
|
Increase due to GP/IDR Exchange
|
—
|
|
|
1,808
|
|
|
—
|
|
|||
Increase (decrease) due to the issuance of MPLX & ANDX common units
|
(51
|
)
|
|
6
|
|
|
25
|
|
|||
Increase (decrease) in MPC's additional paid-in capital
|
(51
|
)
|
|
2,928
|
|
|
139
|
|
|||
Tax impact
|
(633
|
)
|
|
(571
|
)
|
|
(29
|
)
|
|||
Increase (decrease) in MPC's additional paid-in capital, net of tax
|
$
|
(684
|
)
|
|
$
|
2,357
|
|
|
$
|
110
|
|
5.
|
ACQUISITIONS
|
(In millions)
|
As originally reported
|
|
Adjustments
|
|
As adjusted
|
||||||
Cash and cash equivalents
|
$
|
382
|
|
|
$
|
—
|
|
|
$
|
382
|
|
Receivables
|
2,744
|
|
|
(5
|
)
|
|
2,739
|
|
|||
Inventories
|
5,204
|
|
|
37
|
|
|
5,241
|
|
|||
Other current assets
|
378
|
|
|
(6
|
)
|
|
372
|
|
|||
Equity method investments
|
865
|
|
|
(113
|
)
|
|
752
|
|
|||
Property, plant and equipment, net
|
16,545
|
|
|
(1,021
|
)
|
|
15,524
|
|
|||
Other noncurrent assets(a)
|
3,086
|
|
|
(11
|
)
|
|
3,075
|
|
|||
Total assets acquired
|
29,204
|
|
|
(1,119
|
)
|
|
28,085
|
|
(In millions)
|
As originally reported
|
|
Adjustments
|
|
As adjusted
|
||||||
Accounts payable
|
4,003
|
|
|
(41
|
)
|
|
3,962
|
|
|||
Payroll and benefits payable
|
348
|
|
|
9
|
|
|
357
|
|
|||
Accrued taxes
|
590
|
|
|
(110
|
)
|
|
480
|
|
|||
Debt due within one year
|
34
|
|
|
—
|
|
|
34
|
|
|||
Other current liabilities
|
392
|
|
|
27
|
|
|
419
|
|
|||
Long-term debt
|
8,875
|
|
|
1
|
|
|
8,876
|
|
|||
Deferred income taxes
|
1,609
|
|
|
(60
|
)
|
|
1,549
|
|
|||
Defined benefit postretirement plan obligations
|
432
|
|
|
—
|
|
|
432
|
|
|||
Deferred credit and other liabilities
|
714
|
|
|
33
|
|
|
747
|
|
|||
Noncontrolling interests
|
5,059
|
|
|
3
|
|
|
5,062
|
|
|||
Total liabilities and noncontrolling interest assumed
|
22,056
|
|
|
(138
|
)
|
|
21,918
|
|
|||
Net assets acquired excluding goodwill
|
7,148
|
|
|
(981
|
)
|
|
6,167
|
|
|||
Goodwill
|
16,314
|
|
|
981
|
|
|
17,295
|
|
|||
Net assets acquired
|
$
|
23,462
|
|
|
$
|
—
|
|
|
$
|
23,462
|
|
(a)
|
Includes intangible assets.
|
(In millions, except per share data)
|
2018
|
|
2017
|
||||
Sales and other operating revenues(a)
|
$
|
131,921
|
|
|
$
|
118,179
|
|
Net income attributable to MPC
|
4,218
|
|
|
4,712
|
|
(a)
|
The 2018 period reflects an election to present certain taxes on a net basis concurrent with our adoption of ASC 606.
|
6.
|
VARIABLE INTEREST ENTITIES
|
|
December 31,
2019 |
|
December 31,
2018 |
||||||||
(In millions)
|
MPLX
|
|
MPLX
|
|
ANDX
|
||||||
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
15
|
|
|
$
|
68
|
|
|
$
|
10
|
|
Receivables, less allowance for doubtful accounts
|
615
|
|
|
425
|
|
|
199
|
|
|||
Inventories
|
110
|
|
|
77
|
|
|
22
|
|
|||
Other current assets
|
110
|
|
|
45
|
|
|
57
|
|
|||
Equity method investments
|
5,275
|
|
|
4,174
|
|
|
602
|
|
|||
Property, plant and equipment, net
|
22,174
|
|
|
14,639
|
|
|
6,845
|
|
|||
Goodwill
|
9,536
|
|
|
2,586
|
|
|
1,051
|
|
|||
Right of use assets
|
365
|
|
|
—
|
|
|
—
|
|
|||
Other noncurrent assets
|
1,323
|
|
|
458
|
|
|
1,242
|
|
|||
Liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
744
|
|
|
$
|
776
|
|
|
$
|
215
|
|
Payroll and benefits payable
|
5
|
|
|
2
|
|
|
10
|
|
|||
Accrued taxes
|
80
|
|
|
48
|
|
|
23
|
|
|||
Debt due within one year
|
9
|
|
|
1
|
|
|
504
|
|
|||
Operating lease liabilities
|
66
|
|
|
—
|
|
|
—
|
|
|||
Other current liabilities
|
259
|
|
|
177
|
|
|
77
|
|
|||
Long-term debt
|
19,704
|
|
|
13,392
|
|
|
4,469
|
|
|||
Deferred income taxes
|
12
|
|
|
13
|
|
|
1
|
|
|||
Long-term operating lease liabilities
|
302
|
|
|
—
|
|
|
—
|
|
|||
Deferred credits and other liabilities
|
409
|
|
|
276
|
|
|
68
|
|
7.
|
RELATED PARTY TRANSACTIONS
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Sales to related parties
|
$
|
768
|
|
|
$
|
754
|
|
|
$
|
629
|
|
Purchases from related parties
|
763
|
|
|
610
|
|
|
570
|
|
8.
|
EARNINGS PER SHARE
|
(In millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
2,637
|
|
|
$
|
2,780
|
|
|
$
|
3,432
|
|
Income allocated to participating securities
|
1
|
|
|
1
|
|
|
2
|
|
|||
Income available to common stockholders – basic
|
$
|
2,636
|
|
|
$
|
2,779
|
|
|
$
|
3,430
|
|
Weighted average common shares outstanding
|
659
|
|
|
518
|
|
|
507
|
|
|||
Basic earnings per share
|
$
|
4.00
|
|
|
$
|
5.36
|
|
|
$
|
6.76
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||
Allocation of earnings:
|
|
|
|
|
|
||||||
Net income attributable to MPC
|
$
|
2,637
|
|
|
$
|
2,780
|
|
|
$
|
3,432
|
|
Income allocated to participating securities
|
1
|
|
|
1
|
|
|
2
|
|
|||
Income available to common stockholders – diluted
|
$
|
2,636
|
|
|
$
|
2,779
|
|
|
$
|
3,430
|
|
Weighted average common shares outstanding
|
659
|
|
|
518
|
|
|
507
|
|
|||
Effect of dilutive securities
|
5
|
|
|
8
|
|
|
5
|
|
|||
Weighted average common shares, including dilutive effect
|
664
|
|
|
526
|
|
|
512
|
|
|||
Diluted earnings per share
|
$
|
3.97
|
|
|
$
|
5.28
|
|
|
$
|
6.70
|
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
|||
Shares issuable under stock-based compensation plans
|
3
|
|
|
—
|
|
|
1
|
|
9.
|
EQUITY
|
(In millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Number of shares repurchased
|
34
|
|
|
47
|
|
|
44
|
|
|||
Cash paid for shares repurchased
|
$
|
1,950
|
|
|
$
|
3,287
|
|
|
$
|
2,372
|
|
Average cost per share
|
$
|
58.87
|
|
|
$
|
69.46
|
|
|
$
|
53.85
|
|
10.
|
SEGMENT INFORMATION
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our 16 refineries in the Gulf Coast, Mid-Continent and West 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
|
•
|
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.
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party(a)
|
$
|
87,056
|
|
|
$
|
33,059
|
|
|
$
|
3,834
|
|
|
$
|
123,949
|
|
Intersegment
|
19,686
|
|
|
8
|
|
|
4,926
|
|
|
24,620
|
|
||||
Segment revenues
|
$
|
106,742
|
|
|
$
|
33,067
|
|
|
$
|
8,760
|
|
|
$
|
148,569
|
|
Segment income from operations
|
$
|
2,367
|
|
|
$
|
1,582
|
|
|
$
|
3,594
|
|
|
$
|
7,543
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Data
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization(b)
|
1,665
|
|
|
528
|
|
|
1,267
|
|
|
3,460
|
|
||||
Capital expenditures and investments(c)
|
1,999
|
|
|
607
|
|
|
3,290
|
|
|
5,896
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party(a)
|
$
|
69,685
|
|
|
$
|
23,546
|
|
|
$
|
3,273
|
|
|
$
|
96,504
|
|
Intersegment
|
12,914
|
|
|
6
|
|
|
3,387
|
|
|
16,307
|
|
||||
Segment revenues
|
$
|
82,599
|
|
|
$
|
23,552
|
|
|
$
|
6,660
|
|
|
$
|
112,811
|
|
Segment income from operations
|
$
|
2,481
|
|
|
$
|
1,028
|
|
|
$
|
2,752
|
|
|
$
|
6,261
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Data
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization(b)
|
1,174
|
|
|
353
|
|
|
885
|
|
|
2,412
|
|
||||
Capital expenditures and investments(c)
|
1,057
|
|
|
460
|
|
|
2,630
|
|
|
4,147
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party(a)
|
$
|
53,382
|
|
|
$
|
19,029
|
|
|
$
|
2,322
|
|
|
$
|
74,733
|
|
Intersegment(d)
|
11,309
|
|
|
4
|
|
|
1,443
|
|
|
12,756
|
|
||||
Segment revenues
|
$
|
64,691
|
|
|
$
|
19,033
|
|
|
$
|
3,765
|
|
|
$
|
87,489
|
|
Segment income from operations
|
$
|
2,321
|
|
|
$
|
729
|
|
|
$
|
1,339
|
|
|
$
|
4,389
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Data
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization(b)
|
1,082
|
|
|
275
|
|
|
699
|
|
|
2,056
|
|
||||
Capital expenditures and investments(c)
|
832
|
|
|
381
|
|
|
1,755
|
|
|
2,968
|
|
(a)
|
Includes related party sales. See Note 7 for additional information.
|
(b)
|
Differences between segment totals and MPC totals represent amounts related to unallocated items and are included in items not allocated to segment in the reconciliation below.
|
(c)
|
Includes changes in capital expenditure accruals and investments in affiliates.
|
(d)
|
Management believes intersegment transactions were conducted under terms comparable to those with unaffiliated parties.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Segment income from operations
|
$
|
7,543
|
|
|
$
|
6,261
|
|
|
$
|
4,389
|
|
Items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate and other unallocated items(a)
|
(805
|
)
|
|
(502
|
)
|
|
(365
|
)
|
|||
Equity method investment restructuring gains(b)
|
259
|
|
|
—
|
|
|
—
|
|
|||
Transaction-related costs(c)
|
(160
|
)
|
|
(197
|
)
|
|
—
|
|
|||
Litigation
|
(22
|
)
|
|
—
|
|
|
(29
|
)
|
|||
Impairments(d)
|
(1,239
|
)
|
|
9
|
|
|
23
|
|
|||
Income from operations
|
5,576
|
|
|
5,571
|
|
|
4,018
|
|
|||
Net interest and other financial costs
|
1,247
|
|
|
1,003
|
|
|
674
|
|
|||
Income before income taxes
|
$
|
4,329
|
|
|
$
|
4,568
|
|
|
$
|
3,344
|
|
(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 Retail segments.
|
(b)
|
Includes gains related to The Andersons Marathon Holdings LLC and Capline Pipeline Company LLC. See Note 14.
|
(c)
|
2019 includes costs incurred in connection with the proposed Speedway separation, Midstream strategic review and other related efforts. Both 2019 and 2018 include employee severance, retention and other costs related to the acquisition of Andeavor. Effective October 1, 2019, we have discontinued reporting Andeavor transaction-related costs as one year has passed since the Andeavor acquisition. The post October 1, 2019 transaction costs are immaterial and reported in corporate and other unallocated items.
|
(d)
|
2019 reflects impairments of goodwill and equity method investments. See Notes 16 and 14. 2018 and 2017 includes MPC’s share of gains from the sale of assets remaining from the Sandpiper pipeline project, which was cancelled and impaired in 2016.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Segment capital expenditures and investments
|
$
|
5,896
|
|
|
$
|
4,147
|
|
|
$
|
2,968
|
|
Less investments in equity method investees
|
1,064
|
|
|
409
|
|
|
305
|
|
|||
Plus items not allocated to segments:
|
|
|
|
|
|
||||||
Corporate
|
100
|
|
|
77
|
|
|
83
|
|
|||
Capitalized interest
|
137
|
|
|
80
|
|
|
55
|
|
|||
Total capital expenditures(a)
|
$
|
5,069
|
|
|
$
|
3,895
|
|
|
$
|
2,801
|
|
(a)
|
Includes changes in capital expenditure accruals. See Note 21 for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.
|
11.
|
NET INTEREST AND OTHER FINANCIAL COSTS
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
$
|
(40
|
)
|
|
$
|
(87
|
)
|
|
$
|
(27
|
)
|
Interest expense
|
1,396
|
|
|
1,026
|
|
|
688
|
|
|||
Interest capitalized
|
(158
|
)
|
|
(80
|
)
|
|
(63
|
)
|
|||
Pension and other postretirement non-service costs(a)
|
3
|
|
|
53
|
|
|
49
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
64
|
|
|
—
|
|
|||
Other financial costs
|
46
|
|
|
27
|
|
|
27
|
|
|||
Net interest and other financial costs
|
$
|
1,247
|
|
|
$
|
1,003
|
|
|
$
|
674
|
|
(a)
|
See Note 23.
|
12.
|
INCOME TAXES
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(3
|
)
|
|
$
|
715
|
|
|
$
|
681
|
|
State and local
|
53
|
|
|
178
|
|
|
98
|
|
|||
Foreign
|
1
|
|
|
22
|
|
|
(6
|
)
|
|||
Total current
|
51
|
|
|
915
|
|
|
773
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
898
|
|
|
2
|
|
|
(1,270
|
)
|
|||
State and local
|
116
|
|
|
61
|
|
|
33
|
|
|||
Foreign
|
9
|
|
|
(16
|
)
|
|
4
|
|
|||
Total deferred
|
1,023
|
|
|
47
|
|
|
(1,233
|
)
|
|||
Income tax provision (benefit)
|
$
|
1,074
|
|
|
$
|
962
|
|
|
$
|
(460
|
)
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory rate applied to income before income taxes
|
21
|
%
|
|
21
|
%
|
|
35
|
%
|
State and local income taxes, net of federal income tax effects
|
3
|
|
|
4
|
|
|
2
|
|
Goodwill impairment
|
3
|
|
|
—
|
|
|
—
|
|
Noncontrolling interests
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
TCJA legislation
|
—
|
|
|
—
|
|
|
(45
|
)
|
Other
|
1
|
|
|
—
|
|
|
(2
|
)
|
Provision for income taxes
|
25
|
%
|
|
21
|
%
|
|
(14
|
)%
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Employee benefits
|
$
|
693
|
|
|
$
|
660
|
|
Environmental remediation
|
99
|
|
|
111
|
|
||
Debt financing
|
17
|
|
|
39
|
|
||
Net operating loss carryforwards
|
18
|
|
|
17
|
|
||
Foreign currency
|
15
|
|
|
28
|
|
||
Tax credit carryforwards
|
14
|
|
|
21
|
|
||
Other
|
57
|
|
|
88
|
|
||
Total deferred tax assets
|
913
|
|
|
964
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
3,444
|
|
|
2,830
|
|
||
Inventories
|
652
|
|
|
678
|
|
||
Investments in subsidiaries and affiliates
|
3,114
|
|
|
2,130
|
|
||
Intangibles
|
56
|
|
|
97
|
|
||
Other
|
19
|
|
|
64
|
|
||
Total deferred tax liabilities
|
7,285
|
|
|
5,799
|
|
||
Net deferred tax liabilities
|
$
|
6,372
|
|
|
$
|
4,835
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
||||
Other noncurrent assets
|
$
|
20
|
|
|
$
|
29
|
|
Liabilities:
|
|
|
|
||||
Deferred income taxes
|
6,392
|
|
|
4,864
|
|
||
Net deferred tax liabilities
|
$
|
6,372
|
|
|
$
|
4,835
|
|
United States Federal
|
2011
|
-
|
2018
|
States
|
2006
|
-
|
2018
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
January 1 balance
|
$
|
211
|
|
|
$
|
19
|
|
|
$
|
7
|
|
Additions for tax positions of prior years
|
2
|
|
|
—
|
|
|
13
|
|
|||
Reductions for tax positions of prior years
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Settlements
|
(19
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Statute of limitations
|
(160
|
)
|
|
(12
|
)
|
|
—
|
|
|||
Acquired from Andeavor
|
—
|
|
|
209
|
|
|
—
|
|
|||
December 31 balance
|
$
|
32
|
|
|
$
|
211
|
|
|
$
|
19
|
|
13.
|
INVENTORIES
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Crude oil
|
$
|
3,472
|
|
|
$
|
3,655
|
|
Refined products
|
5,548
|
|
|
5,234
|
|
||
Materials and supplies
|
996
|
|
|
720
|
|
||
Merchandise
|
227
|
|
|
228
|
|
||
Total
|
$
|
10,243
|
|
|
$
|
9,837
|
|
14.
|
EQUITY METHOD INVESTMENTS
|
|
Ownership as of
|
|
Carrying value at
|
||||||
|
December 31,
|
|
December 31,
|
||||||
(Dollars in millions)
|
2019
|
|
2019
|
|
2018
|
||||
Refining & Marketing
|
|
|
|
|
|
||||
The Andersons Marathon Holdings LLC
|
50%
|
|
$
|
177
|
|
|
$
|
—
|
|
Watson Cogeneration Company
|
51%
|
|
26
|
|
|
84
|
|
||
Other(a)
|
|
|
—
|
|
|
121
|
|
||
Refining & Marketing Total
|
|
|
$
|
203
|
|
|
$
|
205
|
|
|
|
|
|
|
|
||||
Retail
|
|
|
|
|
|
||||
PFJ Southeast LLC
|
29%
|
|
$
|
330
|
|
|
$
|
341
|
|
Retail Total
|
|
|
$
|
330
|
|
|
$
|
341
|
|
|
|
|
|
|
|
||||
Midstream
|
|
|
|
|
|
||||
MPLX
|
|
|
|
|
|
||||
Andeavor Logistics Rio Pipeline LLC
|
67%
|
|
$
|
202
|
|
|
$
|
181
|
|
Centrahoma Processing LLC
|
40%
|
|
153
|
|
|
160
|
|
||
Explorer Pipeline Company
|
25%
|
|
83
|
|
|
90
|
|
||
Illinois Extension Pipeline Company, L.L.C
|
35%
|
|
265
|
|
|
275
|
|
||
LOOP LLC
|
41%
|
|
238
|
|
|
226
|
|
||
MarEn Bakken Company LLC
|
25%
|
|
481
|
|
|
498
|
|
||
MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C.
|
67%
|
|
302
|
|
|
236
|
|
||
MarkWest Utica EMG, L.L.C.
|
56%
|
|
1,984
|
|
|
2,039
|
|
||
Minnesota Pipe Line Company, LLC
|
17%
|
|
190
|
|
|
197
|
|
||
Rendezvous Gas Services, L.L.C.
|
78%
|
|
170
|
|
|
248
|
|
||
Sherwood Midstream Holdings LLC
|
53%
|
|
157
|
|
|
157
|
|
||
Sherwood Midstream LLC
|
50%
|
|
537
|
|
|
366
|
|
||
Whistler Pipeline LLC
|
38%
|
|
134
|
|
|
—
|
|
||
Wink to Webster Pipeline LLC
|
15%
|
|
126
|
|
|
—
|
|
||
Other
|
|
|
253
|
|
|
228
|
|
||
MPLX Total
|
|
|
$
|
5,275
|
|
|
$
|
4,901
|
|
MPC-Retained
|
|
|
|
|
|
||||
Capline Pipeline Company LLC
|
33%
|
|
$
|
374
|
|
|
$
|
—
|
|
Crowley Coastal Partners, LLC
|
50%
|
|
188
|
|
|
190
|
|
||
Gray Oak Pipeline, LLC
|
25%
|
|
298
|
|
|
73
|
|
||
LOOP LLC
|
10%
|
|
59
|
|
|
56
|
|
||
Other
|
|
|
171
|
|
|
132
|
|
||
MPC-Retained Total
|
|
|
$
|
1,090
|
|
|
$
|
451
|
|
Midstream Total
|
|
|
$
|
6,365
|
|
|
$
|
5,352
|
|
|
|
|
|
|
|
||||
Total
|
|
|
$
|
6,898
|
|
|
$
|
5,898
|
|
(a)
|
2018 represents our investment in three ethanol entities jointly owned with The Andersons, Inc. In 2019, these entities were contributed into a new legal entity, The Andersons Marathon Holdings, LLC.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Income statement data:
|
|
|
|
|
|
||||||
Revenues and other income
|
$
|
7,718
|
|
|
$
|
7,726
|
|
|
$
|
6,235
|
|
Income from operations
|
1,472
|
|
|
1,375
|
|
|
1,075
|
|
|||
Net income
|
1,284
|
|
|
1,242
|
|
|
922
|
|
|||
Balance sheet data – December 31:
|
|
|
|
|
|
||||||
Current assets
|
$
|
1,333
|
|
|
$
|
1,443
|
|
|
|
||
Noncurrent assets
|
17,216
|
|
|
12,408
|
|
|
|
||||
Current liabilities
|
1,006
|
|
|
1,857
|
|
|
|
||||
Noncurrent liabilities
|
2,772
|
|
|
1,788
|
|
|
|
15.
|
PROPERTY, PLANT AND EQUIPMENT
|
(In millions)
|
Estimated
Useful Lives
|
|
December 31,
|
||||||
2019
|
|
2018
|
|||||||
Refining & Marketing
|
4 - 30 years
|
|
$
|
29,037
|
|
|
$
|
27,590
|
|
Retail
|
4 - 25 years
|
|
7,104
|
|
|
6,637
|
|
||
Midstream
|
2 - 51 years
|
|
27,193
|
|
|
25,692
|
|
||
Corporate and Other
|
4 - 40 years
|
|
1,289
|
|
|
1,294
|
|
||
Total
|
|
|
64,623
|
|
|
61,213
|
|
||
Less accumulated depreciation
|
|
|
19,008
|
|
|
16,155
|
|
||
Property, plant and equipment, net
|
|
|
$
|
45,615
|
|
|
$
|
45,058
|
|
16.
|
GOODWILL AND INTANGIBLES
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Balance at January 1, 2018
|
$
|
519
|
|
|
$
|
791
|
|
|
$
|
2,276
|
|
|
$
|
3,586
|
|
Acquisitions
|
4,717
|
|
|
4,050
|
|
|
7,831
|
|
|
16,598
|
|
||||
Dropdowns to MPLX
|
(216
|
)
|
|
—
|
|
|
216
|
|
|
—
|
|
||||
Balance at December 31, 2018
|
$
|
5,020
|
|
|
$
|
4,841
|
|
|
$
|
10,323
|
|
|
$
|
20,184
|
|
Acquisitions
|
38
|
|
|
56
|
|
|
—
|
|
|
94
|
|
||||
Purchase price allocation adjustments
|
514
|
|
|
54
|
|
|
408
|
|
|
976
|
|
||||
Impairments
|
—
|
|
|
—
|
|
|
(1,197
|
)
|
|
(1,197
|
)
|
||||
Dispositions
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||
Balance at December 31, 2019
|
$
|
5,572
|
|
|
$
|
4,951
|
|
|
$
|
9,517
|
|
|
$
|
20,040
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(In millions)
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer contracts and relationships
|
$
|
3,273
|
|
|
$
|
610
|
|
|
$
|
2,663
|
|
|
$
|
3,184
|
|
|
$
|
261
|
|
|
$
|
2,923
|
|
Brand rights and tradenames
|
155
|
|
|
55
|
|
|
100
|
|
|
208
|
|
|
33
|
|
|
175
|
|
||||||
Royalty agreements
|
133
|
|
|
78
|
|
|
55
|
|
|
129
|
|
|
70
|
|
|
59
|
|
||||||
Other
|
147
|
|
|
37
|
|
|
110
|
|
|
190
|
|
|
33
|
|
|
157
|
|
||||||
Total
|
$
|
3,708
|
|
|
$
|
780
|
|
|
$
|
2,928
|
|
|
$
|
3,711
|
|
|
$
|
397
|
|
|
$
|
3,314
|
|
17.
|
FAIR VALUE MEASUREMENTS
|
|
December 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
|
$
|
57
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
8
|
|
|
$
|
73
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
95
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
(106
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
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 December 31, 2019, $51 million was netted with mark-to-market 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 which are subject to master netting arrangements reflected gross on the balance sheet.
|
(In millions)
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
61
|
|
|
$
|
66
|
|
Unrealized and realized losses included in net income
|
5
|
|
|
3
|
|
||
Settlements of derivative instruments
|
(6
|
)
|
|
(8
|
)
|
||
Ending balance
|
$
|
60
|
|
|
$
|
61
|
|
|
|
|
|
||||
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
|
|
|
$
|
8
|
|
18.
|
DERIVATIVES
|
(In millions)
|
December 31, 2019
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
63
|
|
|
$
|
106
|
|
Other current liabilities(a)
|
—
|
|
|
5
|
|
||
Deferred credits and other liabilities(a)
|
—
|
|
|
55
|
|
(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
|
85.7%
|
|
26,287
|
|
|
27,237
|
|
Refined products
|
94.7%
|
|
15,298
|
|
|
12,519
|
|
Blending products
|
99.5%
|
|
1,976
|
|
|
3,770
|
|
(a)
|
Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 5,130 long and 330 short; Refined products - 950 long and 450 short
|
(In millions)
|
Gain (Loss)
|
||||||||||
Income Statement Location
|
2019
|
|
2018
|
|
2017
|
||||||
Sales and other operating revenues
|
$
|
(19
|
)
|
|
$
|
13
|
|
|
$
|
5
|
|
Cost of revenues
|
(77
|
)
|
|
(59
|
)
|
|
(26
|
)
|
|||
Total
|
$
|
(96
|
)
|
|
$
|
(46
|
)
|
|
$
|
(21
|
)
|
19.
|
DEBT
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Senior notes
|
$
|
8,474
|
|
|
$
|
8,474
|
|
Notes payable
|
10
|
|
|
11
|
|
||
Finance lease obligations
|
679
|
|
|
629
|
|
||
MPLX LP:
|
|
|
|
||||
Term loan facility
|
1,000
|
|
|
—
|
|
||
Senior notes
|
19,100
|
|
|
13,850
|
|
||
Finance lease obligations
|
19
|
|
|
6
|
|
||
ANDX LP:(a)
|
|
|
|
||||
Revolving and dropdown credit facilities
|
—
|
|
|
1,245
|
|
||
Senior notes
|
—
|
|
|
3,750
|
|
||
Finance lease obligations
|
—
|
|
|
15
|
|
||
Total debt
|
$
|
29,282
|
|
|
$
|
27,980
|
|
Unamortized debt issuance costs
|
(134
|
)
|
|
(128
|
)
|
||
Unamortized discount
|
(310
|
)
|
|
(328
|
)
|
||
Amounts due within one year
|
(711
|
)
|
|
(544
|
)
|
||
Total long-term debt due after one year
|
$
|
28,127
|
|
|
$
|
26,980
|
|
(a)
|
On July 30, 2019, MPLX acquired ANDX and assumed its debt obligations. See Note 4 and the discussion below for additional information.
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Senior notes, 3.400% due December 2020
|
$
|
650
|
|
|
$
|
650
|
|
Senior notes, 5.125% due March 2021
|
1,000
|
|
|
1,000
|
|
||
Senior notes, 5.375% due October 2022
|
337
|
|
|
337
|
|
||
Senior notes, 4.750% due December 2023
|
614
|
|
|
614
|
|
||
Senior notes, 5.125% due April 2024
|
241
|
|
|
241
|
|
||
Senior notes, 3.625%, due September 2024
|
750
|
|
|
750
|
|
||
Senior notes, 5.125% due December 2026
|
719
|
|
|
719
|
|
||
Senior notes, 3.800% due April 2028
|
496
|
|
|
496
|
|
||
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, 4.500% due April 2048
|
498
|
|
|
498
|
|
||
Andeavor senior notes, 3.800% - 5.375% due 2022 - 2048
|
469
|
|
|
469
|
|
||
Senior notes, 5.000%, due September 2054
|
400
|
|
|
400
|
|
||
Total
|
8,474
|
|
|
8,474
|
|
|
Average
|
|
December 31,
|
|||||
(In millions)
|
Rate
|
|
2019
|
|
2018
|
|||
MPLX LP:
|
|
|
|
|
|
|||
Floating rate notes due September 2021
|
2.948
|
%
|
|
1,000
|
|
|
—
|
|
Floating rate notes due September 2022
|
3.148
|
%
|
|
1,000
|
|
|
—
|
|
Senior notes, 6.250% due October 2022
|
|
|
266
|
|
|
—
|
|
|
Senior notes, 3.500% due December 2022
|
|
|
486
|
|
|
—
|
|
|
Senior notes, 3.375% due March 2023
|
|
|
500
|
|
|
500
|
|
|
Senior notes, 4.500% due July 2023
|
|
|
989
|
|
|
989
|
|
|
Senior notes, 6.375% due May 2024
|
|
|
381
|
|
|
—
|
|
|
Senior notes, 4.875% due December 2024
|
|
|
1,149
|
|
|
1,149
|
|
|
Senior notes, 5.250% due January 2025
|
|
|
708
|
|
|
—
|
|
|
Senior notes, 4.000% due February 2025
|
|
|
500
|
|
|
500
|
|
|
Senior notes, 4.875% due June 2025
|
|
|
1,189
|
|
|
1,189
|
|
|
MarkWest senior notes, 4.500% - 5.500% due 2023 - 2025
|
|
|
23
|
|
|
23
|
|
|
Senior notes, 4.125% due March 2027
|
|
|
1,250
|
|
|
1,250
|
|
|
Senior notes, 4.250% due December 2027
|
|
|
732
|
|
|
—
|
|
|
Senior notes, 4.000% due March 2028
|
|
|
1,250
|
|
|
1,250
|
|
|
Senior notes, 4.800% due February 2029
|
|
|
750
|
|
|
750
|
|
|
Senior notes, 4.500% due April 2038
|
|
|
1,750
|
|
|
1,750
|
|
|
Senior notes, 5.200% due March 2047
|
|
|
1,000
|
|
|
1,000
|
|
|
Senior notes, 5.200% due December 2047
|
|
|
487
|
|
|
—
|
|
|
ANDX senior notes, 3.500% - 6.375% due 2019 - 2047
|
|
|
190
|
|
|
—
|
|
|
Senior notes, 4.700% due April 2048
|
|
|
1,500
|
|
|
1,500
|
|
|
Senior notes, 5.500% due February 2049
|
|
|
1,500
|
|
|
1,500
|
|
|
Senior notes, 4.900% due April 2058
|
|
|
500
|
|
|
500
|
|
|
Total
|
|
|
19,100
|
|
|
13,850
|
|
(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 2020
|
MPC bank revolving credit facility
|
|
5,000
|
|
|
—
|
|
|
1
|
|
|
4,999
|
|
|
—
|
|
October 2023
|
||||
MPC trade receivables securitization facility
|
|
750
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
July 2021
|
||||
MPLX bank revolving credit facility
|
|
3,500
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|
—
|
|
July 2024
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Refined products
|
$
|
82,169
|
|
|
$
|
26,681
|
|
|
$
|
809
|
|
|
$
|
109,659
|
|
Merchandise
|
4
|
|
|
6,281
|
|
|
—
|
|
|
6,285
|
|
||||
Crude oil
|
4,402
|
|
|
—
|
|
|
—
|
|
|
4,402
|
|
||||
Midstream services and other
|
481
|
|
|
97
|
|
|
3,025
|
|
|
3,603
|
|
||||
Sales and other operating revenues
|
$
|
87,056
|
|
|
$
|
33,059
|
|
|
$
|
3,834
|
|
|
$
|
123,949
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Refined products
|
$
|
65,916
|
|
|
$
|
18,279
|
|
|
$
|
887
|
|
|
$
|
85,082
|
|
Merchandise
|
11
|
|
|
5,227
|
|
|
—
|
|
|
5,238
|
|
||||
Crude oil
|
3,345
|
|
|
—
|
|
|
—
|
|
|
3,345
|
|
||||
Midstream services and other
|
413
|
|
|
40
|
|
|
2,386
|
|
|
2,839
|
|
||||
Sales and other operating revenues
|
$
|
69,685
|
|
|
$
|
23,546
|
|
|
$
|
3,273
|
|
|
$
|
96,504
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Refined products
|
$
|
50,193
|
|
|
$
|
14,113
|
|
|
$
|
889
|
|
|
$
|
65,195
|
|
Merchandise
|
4
|
|
|
4,893
|
|
|
—
|
|
|
4,897
|
|
||||
Crude oil
|
2,862
|
|
|
—
|
|
|
—
|
|
|
2,862
|
|
||||
Midstream services and other
|
323
|
|
|
23
|
|
|
1,433
|
|
|
1,779
|
|
||||
Sales and other operating revenues
|
$
|
53,382
|
|
|
$
|
19,029
|
|
|
$
|
2,322
|
|
|
$
|
74,733
|
|
21.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by operating activities included:
|
|
|
|
|
|
||||||
Interest paid (net of amounts capitalized)
|
$
|
1,174
|
|
|
$
|
887
|
|
|
$
|
525
|
|
Net income taxes paid to taxing authorities
|
491
|
|
|
424
|
|
|
904
|
|
|||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
|
||||||
Payments on operating leases(a)
|
764
|
|
|
—
|
|
|
—
|
|
|||
Interest payments under finance lease obligations(a)
|
34
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities included:
|
|
|
|
|
|
||||||
Principal payments under finance lease obligations(a)
|
55
|
|
|
—
|
|
|
—
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital leases
|
—
|
|
|
172
|
|
|
71
|
|
|||
Right of use assets obtained in exchange for new operating lease obligations(a)
|
352
|
|
|
—
|
|
|
—
|
|
|||
Right of use assets obtained in exchange for new finance lease obligations(a)
|
96
|
|
|
—
|
|
|
—
|
|
|||
Contribution of assets(b)
|
266
|
|
|
—
|
|
|
337
|
|
|||
Fair value of assets acquired(c)
|
525
|
|
|
—
|
|
|
45
|
|
|||
Acquisition:
|
|
|
|
|
|
||||||
Fair value of MPC shares issued
|
—
|
|
|
19,766
|
|
|
—
|
|
|||
Fair value of converted equity awards
|
—
|
|
|
203
|
|
|
—
|
|
(a)
|
Disclosure added in 2019 following the adoption of ASC 842.
|
(b)
|
2019 includes the contribution of net assets to The Andersons Marathon Holdings LLC and Capline LLC. See Note 14. 2017 includes MPLX’s contribution of assets to Sherwood Midstream and Sherwood Midstream Holdings. See Note 5.
|
(c)
|
2019 includes the recognition of The Andersons Marathon Holdings LLC and Capline LLC equity method investments. See Note 14. 2017 represents emission allowance credits received as part of a litigation settlement agreement.
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Cash and cash equivalents
|
$
|
1,527
|
|
|
$
|
1,687
|
|
Restricted cash(a)
|
2
|
|
|
38
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
1,529
|
|
|
$
|
1,725
|
|
(a)
|
The restricted cash balance is included within other current assets on the consolidated balance sheets.
|
(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 income (loss) before reclassifications, net of tax of $23
|
14
|
|
|
27
|
|
|
(1
|
)
|
|
9
|
|
|
49
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit(a)
|
(33
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
– actuarial loss(a)
|
31
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||
– settlement loss(a)
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||
Tax effect
|
(7
|
)
|
|
2
|
|
|
(1
|
)
|
|
2
|
|
|
(4
|
)
|
|||||
Other comprehensive income (loss)
|
58
|
|
|
25
|
|
|
(2
|
)
|
|
6
|
|
|
87
|
|
|||||
Balance as of December 31, 2018
|
$
|
(132
|
)
|
|
$
|
(23
|
)
|
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
(144
|
)
|
(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 income (loss) before reclassifications, net of tax of ($52)
|
(71
|
)
|
|
(92
|
)
|
|
—
|
|
|
1
|
|
|
(162
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit(a)
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||
– actuarial loss(a)
|
22
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
– settlement loss(a)
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||||
Tax effect
|
5
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
|||||
Other comprehensive loss
|
(80
|
)
|
|
(93
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(176
|
)
|
|||||
Balance as of December 31, 2019
|
$
|
(212
|
)
|
|
$
|
(116
|
)
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
(320
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 23.
|
23.
|
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Projected benefit obligations
|
$
|
3,239
|
|
|
$
|
2,779
|
|
Accumulated benefit obligations
|
3,031
|
|
|
2,632
|
|
||
Fair value of plan assets
|
2,531
|
|
|
2,089
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations at January 1
|
$
|
2,779
|
|
|
$
|
2,164
|
|
|
$
|
884
|
|
|
$
|
826
|
|
Service cost
|
234
|
|
|
159
|
|
|
31
|
|
|
30
|
|
||||
Interest cost
|
108
|
|
|
83
|
|
|
37
|
|
|
30
|
|
||||
Actuarial (gain) loss
|
401
|
|
|
(159
|
)
|
|
125
|
|
|
(71
|
)
|
||||
Benefits paid
|
(283
|
)
|
|
(273
|
)
|
|
(45
|
)
|
|
(36
|
)
|
||||
Plan amendments
|
—
|
|
|
(90
|
)
|
|
(1
|
)
|
|
34
|
|
||||
Acquisitions
|
—
|
|
|
895
|
|
|
—
|
|
|
71
|
|
||||
Benefit obligations at December 31
|
3,239
|
|
|
2,779
|
|
|
1,031
|
|
|
884
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at January 1
|
2,089
|
|
|
1,840
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
436
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
289
|
|
|
115
|
|
|
45
|
|
|
36
|
|
||||
Benefits paid from plan assets
|
(283
|
)
|
|
(273
|
)
|
|
(45
|
)
|
|
(36
|
)
|
||||
Acquisitions
|
—
|
|
|
522
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
2,531
|
|
|
2,089
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans at December 31
|
$
|
(708
|
)
|
|
$
|
(690
|
)
|
|
$
|
(1,031
|
)
|
|
$
|
(884
|
)
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(49
|
)
|
|
$
|
(21
|
)
|
|
$
|
(47
|
)
|
|
$
|
(44
|
)
|
Noncurrent liabilities
|
(659
|
)
|
|
(669
|
)
|
|
(984
|
)
|
|
(840
|
)
|
||||
Accrued benefit cost
|
$
|
(708
|
)
|
|
$
|
(690
|
)
|
|
$
|
(1,031
|
)
|
|
$
|
(884
|
)
|
Pretax amounts recognized in accumulated other comprehensive loss:(a)
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
579
|
|
|
$
|
517
|
|
|
$
|
135
|
|
|
$
|
9
|
|
Prior service cost (credit)
|
(250
|
)
|
|
(295
|
)
|
|
33
|
|
|
35
|
|
(a)
|
Amounts exclude those related to LOOP and Explorer, equity method investees with defined benefit pension and postretirement plans for which net losses of $17 million and less than $1 million were recorded in accumulated other comprehensive loss in 2019, reflecting our ownership share.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
234
|
|
|
$
|
159
|
|
|
$
|
132
|
|
|
$
|
31
|
|
|
$
|
30
|
|
|
$
|
25
|
|
Interest cost
|
108
|
|
|
83
|
|
|
75
|
|
|
37
|
|
|
30
|
|
|
30
|
|
||||||
Expected return on plan assets
|
(127
|
)
|
|
(109
|
)
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization – prior service credit
|
(45
|
)
|
|
(33
|
)
|
|
(39
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
– actuarial (gain) loss
|
22
|
|
|
31
|
|
|
36
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||
– settlement loss
|
9
|
|
|
53
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost(a)
|
$
|
201
|
|
|
$
|
184
|
|
|
$
|
156
|
|
|
$
|
67
|
|
|
$
|
56
|
|
|
$
|
50
|
|
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (pretax):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gain) loss
|
$
|
93
|
|
|
$
|
64
|
|
|
$
|
(20
|
)
|
|
$
|
125
|
|
|
$
|
(71
|
)
|
|
$
|
61
|
|
Prior service cost (credit)
|
—
|
|
|
(90
|
)
|
|
—
|
|
|
(1
|
)
|
|
34
|
|
|
—
|
|
||||||
Amortization of actuarial gain (loss)
|
(31
|
)
|
|
(84
|
)
|
|
(88
|
)
|
|
1
|
|
|
1
|
|
|
2
|
|
||||||
Amortization of prior service credit
|
45
|
|
|
33
|
|
|
39
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Total recognized in other comprehensive loss
|
$
|
107
|
|
|
$
|
(77
|
)
|
|
$
|
(69
|
)
|
|
$
|
125
|
|
|
$
|
(33
|
)
|
|
$
|
66
|
|
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
308
|
|
|
$
|
107
|
|
|
$
|
87
|
|
|
$
|
192
|
|
|
$
|
23
|
|
|
$
|
116
|
|
(a)
|
Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.03
|
%
|
|
4.21
|
%
|
|
3.55
|
%
|
|
3.00
|
%
|
|
4.26
|
%
|
|
3.70
|
%
|
Rate of compensation increase
|
4.90
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
4.90
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.05
|
%
|
|
3.88
|
%
|
|
3.85
|
%
|
|
4.30
|
%
|
|
3.72
|
%
|
|
4.25
|
%
|
Expected long-term return on plan assets
|
6.00
|
%
|
|
6.15
|
%
|
|
6.50
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
4.90
|
%
|
|
4.80
|
%
|
|
5.00
|
%
|
|
4.90
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Health care cost trend rate assumed for the following year:
|
|
|
|
|
|
|||
Medical: Pre-65
|
6.20
|
%
|
|
6.80
|
%
|
|
6.75
|
%
|
Prescription drugs
|
8.10
|
%
|
|
9.50
|
%
|
|
8.75
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate):
|
|
|
|
|
|
|||
Medical: Pre-65
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Prescription drugs
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate:
|
|
|
|
|
|
|||
Medical: Pre-65
|
2027
|
|
|
2027
|
|
|
2026
|
|
Prescription drugs
|
2027
|
|
|
2027
|
|
|
2026
|
|
|
1-Percentage-
|
|
1-Percentage-
|
||||
(In millions)
|
Point Increase
|
|
Point Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
6
|
|
|
$
|
(5
|
)
|
Effect on other postretirement benefit obligations
|
52
|
|
|
(45
|
)
|
|
December 31, 2019
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
125
|
|
|
135
|
|
|
—
|
|
|
260
|
|
||||
Mutual funds
|
188
|
|
|
—
|
|
|
—
|
|
|
188
|
|
||||
Pooled funds
|
—
|
|
|
442
|
|
|
—
|
|
|
442
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
160
|
|
|
815
|
|
|
—
|
|
|
975
|
|
||||
Government
|
113
|
|
|
217
|
|
|
—
|
|
|
330
|
|
||||
Pooled funds
|
—
|
|
|
229
|
|
|
—
|
|
|
229
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||
Other
|
58
|
|
|
(46
|
)
|
|
19
|
|
|
31
|
|
||||
Total investments, at fair value
|
$
|
644
|
|
|
$
|
1,814
|
|
|
$
|
73
|
|
|
$
|
2,531
|
|
|
December 31, 2018
|
||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
89
|
|
|
86
|
|
|
—
|
|
|
175
|
|
||||
Mutual funds
|
159
|
|
|
—
|
|
|
—
|
|
|
159
|
|
||||
Pooled funds
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate
|
176
|
|
|
684
|
|
|
—
|
|
|
860
|
|
||||
Government
|
98
|
|
|
141
|
|
|
—
|
|
|
239
|
|
||||
Pooled funds
|
—
|
|
|
201
|
|
|
—
|
|
|
201
|
|
||||
Private equity
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||
Real estate
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||
Other
|
45
|
|
|
—
|
|
|
18
|
|
|
63
|
|
||||
Total investments, at fair value
|
$
|
567
|
|
|
$
|
1,434
|
|
|
$
|
88
|
|
|
$
|
2,089
|
|
|
2019
|
||||||||||||||
(In millions)
|
Private Equity
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
41
|
|
|
$
|
29
|
|
|
$
|
18
|
|
|
$
|
88
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
5
|
|
|
2
|
|
|
—
|
|
|
7
|
|
||||
Unrealized
|
(3
|
)
|
|
(2
|
)
|
|
1
|
|
|
(4
|
)
|
||||
Purchases
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Sales
|
(14
|
)
|
|
(6
|
)
|
|
—
|
|
|
(20
|
)
|
||||
Ending balance
|
$
|
30
|
|
|
$
|
24
|
|
|
$
|
19
|
|
|
$
|
73
|
|
|
2018
|
||||||||||||||
(In millions)
|
Private Equity
|
|
Real Estate
|
|
Other
|
|
Total
|
||||||||
Beginning balance
|
$
|
51
|
|
|
$
|
34
|
|
|
$
|
20
|
|
|
$
|
105
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Realized
|
9
|
|
|
2
|
|
|
—
|
|
|
11
|
|
||||
Unrealized
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
||||
Purchases
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Sales
|
(22
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(31
|
)
|
||||
Ending balance
|
$
|
41
|
|
|
$
|
29
|
|
|
$
|
18
|
|
|
$
|
88
|
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
||||
2020
|
$
|
248
|
|
|
$
|
47
|
|
2021
|
216
|
|
|
49
|
|
||
2022
|
218
|
|
|
50
|
|
||
2023
|
220
|
|
|
51
|
|
||
2024
|
233
|
|
|
52
|
|
||
2025 through 2029
|
1,187
|
|
|
283
|
|
•
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If we choose to stop participating in the multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
|
|
Pension
Protection Act Zone Status |
|
FIP/RP Status
Pending/Implemented |
|
MPC Contributions
(In millions) |
|
Surcharge
Imposed |
|
Expiration Date of
Collective – Bargaining Agreement |
||||||||||||
Pension Fund
|
|
EIN
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|||||||||
Central States, Southeast and Southwest Areas Pension Plan(a)
|
|
366044243
|
|
Red
|
|
Red
|
|
Implemented
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
No
|
|
January 31, 2024
|
(a)
|
This agreement has a minimum contribution requirement of $328 per week per employee for 2020. A total of 263 employees participated in the plan as of December 31, 2019.
|
24.
|
STOCK-BASED COMPENSATION
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Stock-based compensation expense
|
$
|
161
|
|
|
$
|
133
|
|
|
$
|
51
|
|
Tax benefit recognized on stock-based compensation expense
|
37
|
|
|
32
|
|
|
19
|
|
|||
Cash received by MPC upon exercise of stock option awards
|
10
|
|
|
24
|
|
|
46
|
|
|||
Tax (expense)/benefit received for tax deductions for stock awards exercised
|
(3
|
)
|
|
14
|
|
|
25
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average exercise price per share
|
$
|
61.92
|
|
|
$
|
67.71
|
|
|
$
|
50.57
|
|
Expected life in years
|
6.0
|
|
|
6.2
|
|
|
6.3
|
|
|||
Expected volatility
|
32
|
%
|
|
34
|
%
|
|
35
|
%
|
|||
Expected dividend yield
|
3.4
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|||
Risk-free interest rate
|
2.4
|
%
|
|
2.7
|
%
|
|
2.1
|
%
|
|||
Weighted average grant date fair value of stock option awards granted
|
$
|
13.65
|
|
|
$
|
17.21
|
|
|
$
|
13.42
|
|
|
Number of
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Terms
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding at December 31, 2018
|
8,724,595
|
|
|
$
|
37.07
|
|
|
|
|
|
||
Granted
|
1,952,324
|
|
|
61.92
|
|
|
|
|
|
|||
Exercised
|
(529,706
|
)
|
|
19.12
|
|
|
|
|
|
|||
Forfeited or expired
|
(128,846
|
)
|
|
61.29
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
10,018,367
|
|
|
42.55
|
|
|
|
|
|
|||
Vested and expected to vest at December 31, 2019
|
9,987,326
|
|
|
26.84
|
|
|
5.2
|
|
$
|
187
|
|
|
Exercisable at December 31, 2019
|
7,404,952
|
|
|
35.85
|
|
|
4.0
|
|
183
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||||
|
Intrinsic Value of Awards Vested During the Period (in millions)
|
|
Weighted Average Grant Date Fair Value of Awards Granted During the Period
|
|
Intrinsic Value of Awards Vested During the Period (in millions)
|
|
Weighted Average Grant Date Fair Value of Awards Granted During the Period
|
||||||||
2019
|
$
|
32
|
|
|
$
|
61.14
|
|
|
$
|
120
|
|
|
$
|
58.30
|
|
2018
|
49
|
|
|
71.19
|
|
|
39
|
|
|
72.43
|
|
||||
2017
|
28
|
|
|
50.25
|
|
|
5
|
|
|
53.19
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value
|
|||
Unvested at December 31, 2018
|
8,607,250
|
|
|
$
|
0.79
|
|
Granted
|
6,256,250
|
|
|
0.72
|
|
|
Vested
|
(3,494,000
|
)
|
|
0.62
|
|
|
Forfeited
|
(170,000
|
)
|
|
0.81
|
|
|
Unvested at December 31, 2019
|
11,199,500
|
|
|
0.80
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Risk-free interest rate
|
2.5
|
%
|
|
2.3
|
%
|
|
1.5
|
%
|
|||
Look-back period (in years)
|
2.8
|
|
|
2.8
|
|
|
2.8
|
|
|||
Expected volatility
|
29.7
|
%
|
|
34.0
|
%
|
|
36.1
|
%
|
|||
Grant date fair value of performance units granted
|
$
|
0.72
|
|
|
$
|
0.83
|
|
|
$
|
0.92
|
|
25.
|
LEASES
|
(In millions)
|
2019
|
||
Finance lease cost:
|
|
||
Amortization of right of use assets
|
$
|
64
|
|
Interest on lease liabilities
|
43
|
|
|
Operating lease cost
|
793
|
|
|
Variable lease cost
|
91
|
|
|
Short-term lease cost
|
746
|
|
|
Total lease cost
|
$
|
1,737
|
|
(In millions)
|
December 31, 2019
|
||
Operating leases
|
|
||
Assets
|
|
||
Right of use assets
|
$
|
2,459
|
|
Liabilities
|
|
||
Operating lease liabilities
|
$
|
604
|
|
Long-term operating lease liabilities
|
1,875
|
|
|
Total operating lease liabilities
|
$
|
2,479
|
|
|
|
||
Weighted average remaining lease term (in years)
|
6.2
|
|
|
Weighted average discount rate
|
4.02
|
%
|
|
|
|
||
Finance leases
|
|
||
Assets
|
|
||
Property, plant and equipment, gross
|
$
|
807
|
|
Accumulated depreciation
|
227
|
|
|
Property, plant and equipment, net
|
$
|
580
|
|
Liabilities
|
|
||
Debt due within one year
|
$
|
62
|
|
Long-term debt
|
636
|
|
|
Total finance lease liabilities
|
$
|
698
|
|
|
|
||
Weighted average remaining lease term (in years)
|
11.9
|
|
|
Weighted average discount rate
|
6.50
|
%
|
(In millions)
|
Operating
|
|
Finance
|
||||
2020
|
$
|
698
|
|
|
$
|
96
|
|
2021
|
590
|
|
|
87
|
|
||
2022
|
402
|
|
|
95
|
|
||
2023
|
287
|
|
|
98
|
|
||
2024
|
222
|
|
|
84
|
|
||
2025 and thereafter
|
634
|
|
|
527
|
|
||
Gross lease payments
|
2,833
|
|
|
987
|
|
||
Less: imputed interest
|
354
|
|
|
289
|
|
||
Total lease liabilities
|
$
|
2,479
|
|
|
$
|
698
|
|
(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)
|
|
||
2020
|
$
|
186
|
|
2021
|
179
|
|
|
2022
|
177
|
|
|
2023
|
170
|
|
|
2024
|
167
|
|
|
2025 and thereafter
|
1,072
|
|
|
Total minimum future rentals
|
$
|
1,951
|
|
26.
|
COMMITMENTS AND CONTINGENCIES
|
|
2019
|
||||||||||||||
|
Quarter Ended
|
||||||||||||||
(In millions, except per share data)
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Sales and other operating revenues(a)
|
$
|
28,267
|
|
|
$
|
33,547
|
|
|
$
|
31,043
|
|
|
$
|
31,092
|
|
Income from operations
|
669
|
|
|
2,042
|
|
|
2,024
|
|
|
841
|
|
||||
Net income
|
259
|
|
|
1,367
|
|
|
1,367
|
|
|
262
|
|
||||
Net income (loss) attributable to MPC
|
(7
|
)
|
|
1,106
|
|
|
1,095
|
|
|
443
|
|
||||
Net income (loss) attributable to MPC per share(b):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.01
|
)
|
|
$
|
1.67
|
|
|
$
|
1.67
|
|
|
$
|
0.68
|
|
Diluted
|
(0.01
|
)
|
|
1.66
|
|
|
1.66
|
|
|
0.68
|
|
|
2018
|
||||||||||||||
|
Quarter Ended
|
||||||||||||||
(In millions, except per share data)
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Sales and other operating revenues(a)
|
$
|
18,866
|
|
|
$
|
22,317
|
|
|
$
|
22,988
|
|
|
$
|
32,333
|
|
Income from operations
|
440
|
|
|
1,711
|
|
|
1,403
|
|
|
2,017
|
|
||||
Net income
|
235
|
|
|
1,235
|
|
|
941
|
|
|
1,195
|
|
||||
Net income attributable to MPC
|
37
|
|
|
1,055
|
|
|
737
|
|
|
951
|
|
||||
Net income attributable to MPC per share(b):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.08
|
|
|
$
|
2.30
|
|
|
$
|
1.63
|
|
|
$
|
1.38
|
|
Diluted
|
0.08
|
|
|
2.27
|
|
|
1.62
|
|
|
1.35
|
|
(a)
|
Includes sales to related parties.
|
(b)
|
The sum of the per-share amounts for the four quarters may not always equal the annual per-share amounts due to differences in the average number of shares outstanding during the respective periods.
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights(b)
|
|
Number of securities remaining available for future issuance under equity compensation
plans (excluding securities reflected in the first column)(c) |
||||
Equity compensation plans approved by stockholders
|
10,325,230
|
|
|
$
|
43.63
|
|
|
36,951,244
|
|
Equity compensation plan not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
10,325,230
|
|
|
N/A
|
|
|
36,951,244
|
|
1)
|
9,721,013 stock options granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan and not forfeited, cancelled or expired as of December 31, 2019. The amounts in column (a) do not include 297,354 stock options granted under the Andeavor Plans and not forfeited, cancelled or expired as of December 31, 2019.
|
2)
|
191,785 restricted stock units granted pursuant to the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of December 31, 2019. The amounts in column (a) do not include 1,984,657 restricted stock units granted under the Andeavor Plans and not forfeited, cancelled or expired as of December 31, 2019.
|
3)
|
412,432 shares as the maximum potential number of shares that could be issued in settlement of performance units outstanding as of December 31, 2019 pursuant to the MPC 2012 Plan, based on the closing price of our common stock on December 31, 2019 of $60.25 per share. The number of shares reported for this award vehicle may overstate dilution. See Note 24 for more information on performance unit awards granted under the MPC 2012 Plan.
|
(b)
|
Restricted stock, restricted stock units and performance units are not taken into account in the weighted-average exercise price as such awards have no exercise price. Further, the outstanding stock options granted under the Andeavor Plans were not taken into account in the weighted-average exercise price.
|
(c)
|
Reflects the shares available for issuance pursuant to the MPC 2012 Plan. All granting authority under the MPC 2011 Plan was revoked following the approval of the MPC 2012 Plan by shareholders on April 25, 2012, and all granting power under the Andeavor Plans was revoked at the time of the Andeavor Merger. No more than 14,981,042 of the shares reported in this column may be issued for awards other than stock options or stock appreciation rights. The number of shares reported in this column assumes 412,432 as the maximum potential number of shares that could be issued pursuant to the MPC 2012 Plan in settlement of performance units outstanding as of December 31, 2019, based on the closing price of our common stock on December 31, 2019, of $60.25 per share. The number of shares assumed for this award vehicle may understate the number of shares available for issuance pursuant to the MPC 2012 Plan. See Note 24 for more information on performance unit awards granted pursuant to the MPC 2012 Plan. Shares related to grants made pursuant to the MPC 2012 Plan that are forfeited, cancelled or expire unexercised become immediately available for issuance under the MPC 2012 Plan.
|
1.
|
Financial Statements (see Part II, Item 8. of this Annual Report on Form 10-K regarding financial statements)
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits:
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
2
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1 †
|
|
|
10
|
|
2.1
|
|
5/26/2011
|
|
001-35054
|
|
|
|
|
|
2.2 †
|
|
|
8-K
|
|
2.1
|
|
7/16/2015
|
|
001-35054
|
|
|
|
|
|
2.3
|
|
|
8-K
|
|
2.1
|
|
11/12/2015
|
|
001-35054
|
|
|
|
|
|
2.4
|
|
|
8-K
|
|
2.1
|
|
11/17/2015
|
|
001-35054
|
|
|
|
|
|
2.5 †
|
|
|
8-K
|
|
2.1
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
2.6
|
|
|
S-4/A
|
|
2.2
|
|
7/5/2018
|
|
333-225244
|
|
|
|
|
|
2.7
|
|
|
8-K
|
|
2.1
|
|
9/18/2018
|
|
001-35054
|
|
|
|
|
|
2.8 †
|
|
|
8-K
|
|
2.1
|
|
5/8/2019
|
|
001-35054
|
|
|
|
|
|
3
|
|
Articles of Incorporation and Bylaws
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
8-K
|
|
3.2
|
|
10/1/2018
|
|
001-35054
|
|
|
|
|
|
3.2
|
|
|
10-K
|
|
3.2
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
4
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
4.1
|
|
|
10
|
|
4.1
|
|
3/29/2011
|
|
001-35054
|
|
|
|
|
|
4.2
|
|
|
10
|
|
4.2
|
|
3/29/2011
|
|
001-35054
|
|
|
|
|
|
4.3
|
|
|
10-Q
|
|
4.1
|
|
11/3/2014
|
|
001-35054
|
|
|
|
|
|
4.4
|
|
|
8-K
|
|
4.1
|
|
12/14/2015
|
|
001-35054
|
|
|
|
|
|
4.5
|
|
|
8-K
|
|
4.1
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
|
4.6
|
|
|
8-K
|
|
4.2
|
|
2/12/2015
|
|
001-35714
|
|
|
|
|
|
4.7
|
|
|
8-K
|
|
4.3
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
|
4.8
|
|
|
8-K
|
|
4.4
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
|
4.9
|
|
|
8-K
|
|
4.5
|
|
12/22/2015
|
|
001-35714
|
|
|
|
|
|
4.10
|
|
|
8-K
|
|
4.1
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
|
4.11
|
|
|
8-K
|
|
4.2
|
|
2/10/2017
|
|
001-35714
|
|
|
|
|
|
4.12
|
|
|
8-K
|
|
4.1
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.13
|
|
|
8-K
|
|
4.2
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.14
|
|
|
8-K
|
|
4.3
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
4.15
|
|
|
8-K
|
|
4.4
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.16
|
|
|
8-K
|
|
4.5
|
|
2/8/2018
|
|
001-35714
|
|
|
|
|
|
4.17
|
|
|
8-K
|
|
4.1
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
|
4.18
|
|
|
8-K
|
|
4.2
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
|
4.19
|
|
|
8-K
|
|
4.3
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
|
4.20
|
|
|
8-K
|
|
4.4
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
|
4.21
|
|
|
8-K
|
|
4.5
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
|
4.22
|
|
|
8-K
|
|
4.6
|
|
10/5/2018
|
|
001-35054
|
|
|
|
|
|
4.23
|
|
|
8-K
|
|
4.1
|
|
10/2/2012
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.24
|
|
|
8-K
|
|
4.1
|
|
3/18/2014
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.25
|
|
|
8-K
|
|
4.1
|
|
12/22/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.26
|
|
|
8-K
|
|
4.1
|
|
12/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.27
|
|
|
8-K
|
|
4.2
|
|
12/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.28
|
|
|
10-Q
|
|
4.3
|
|
10/31/2014
|
|
001-03473
(Andeavor)
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
4.29
|
|
|
10-K
|
|
4.33
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.30
|
|
|
10-K
|
|
4.34
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.31
|
|
|
8-K
|
|
4.1
|
|
11/28/2017
|
|
001-35143
(Andeavor Logistics LP)
|
|
|
|
|
|
4.32
|
|
|
8-K
|
|
4.1
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.33
|
|
|
8-K
|
|
4.2
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.34
|
|
|
8-K
|
|
4.3
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.35
|
|
|
8-K
|
|
4.4
|
|
9/14/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
4.36
|
|
|
8-K
|
|
4.1
|
|
11/15/2018
|
|
001-35714
|
|
|
|
|
|
4.37
|
|
|
8-K
|
|
4.2
|
|
11/15/2018
|
|
001-35714
|
|
|
|
|
|
4.38
|
|
|
8-K
|
|
4.5
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.39
|
|
|
8-K
|
|
4.6
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.40
|
|
|
8-K
|
|
4.1
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.41
|
|
|
8-K
|
|
4.2
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.42
|
|
|
8-K
|
|
4.3
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
4.43
|
|
|
8-K
|
|
4.4
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.44
|
|
|
8-K
|
|
4.5
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.45
|
|
|
8-K
|
|
4.6
|
|
9/27/2019
|
|
001-35714
|
|
|
|
|
|
4.46
|
|
|
8-K
|
|
4.1
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.47
|
|
|
8-K
|
|
4.2
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.48
|
|
|
8-K
|
|
4.3
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.49
|
|
|
8-K
|
|
4.4
|
|
9/9/2019
|
|
001-35714
|
|
|
|
|
|
4.50
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10
|
|
Material Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
8-K
|
|
10.1
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
|
10.2
|
|
|
8-K
|
|
10.2
|
|
12/23/2013
|
|
001-35054
|
|
|
|
|
|
10.3
|
|
|
8-K
|
|
10.1
|
|
11/6/2012
|
|
001-35054
|
|
|
|
|
|
10.4
|
|
|
8-K
|
|
10.2
|
|
11/6/2012
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.5 *
|
|
|
S-3
|
|
4.3
|
|
12/7/2011
|
|
333-175286
|
|
|
|
|
|
10.6 *
|
|
|
10-K
|
|
10.10
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.7 *
|
|
|
10-K
|
|
10.13
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
|
10.8 *
|
|
|
10-K
|
|
10.14
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
|
10.9 *
|
|
|
10-K
|
|
10.13
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.10 *
|
|
|
10-K
|
|
10.14
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.11 *
|
|
|
10-K
|
|
10.15
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.12 *
|
|
|
10-K
|
|
10.16
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.13 *
|
|
|
8-K
|
|
10.6
|
|
7/7/2011
|
|
001-35054
|
|
|
|
|
|
10.14 *
|
|
|
8-K
|
|
10.2
|
|
12/7/2011
|
|
001-35054
|
|
|
|
|
|
10.15 *
|
|
|
10-K
|
|
10.22
|
|
2/29/2012
|
|
001-35054
|
|
|
|
|
|
10.16 *
|
|
|
10-K
|
|
10.21
|
|
2/28/2018
|
|
001-35054
|
|
|
|
|
|
10.17 *
|
|
|
10-Q
|
|
10.4
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
|
10.18 *
|
|
|
10-Q
|
|
10.5
|
|
5/9/2012
|
|
001-35054
|
|
|
|
|
|
10.19 *
|
|
|
10-Q
|
|
10.1
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.20 *
|
|
|
10-K
|
|
10.32
|
|
2/28/2013
|
|
001-35054
|
|
|
|
|
|
10.21 *
|
|
|
10-Q
|
|
10.2
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.22 *
|
|
|
10-Q
|
|
10.3
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.23 *
|
|
|
10-Q
|
|
10.4
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.24 *
|
|
|
10-Q
|
|
10.5
|
|
5/9/2013
|
|
001-35054
|
|
|
|
|
|
10.25 *
|
|
|
10-Q
|
|
10.1
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
|
10.26 *
|
|
|
10-Q
|
|
10.2
|
|
8/3/2015
|
|
001-35054
|
|
|
|
|
|
10.27 *
|
|
|
10-K
|
|
10.33
|
|
2/28/2018
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.28 *
|
|
|
10-K
|
|
10.45
|
|
2/24/2017
|
|
001-35054
|
|
|
|
|
|
10.29
|
|
|
8-K
|
|
10.3
|
|
7/26/2016
|
|
001-35054
|
|
|
|
|
|
10.30 *
|
|
|
10-Q
|
|
10.1
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.31 *
|
|
|
10-Q
|
|
10.2
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.32 *
|
|
|
10-Q
|
|
10.3
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.33 *
|
|
|
10-Q
|
|
10.3
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.34 *
|
|
|
10-Q
|
|
10.5
|
|
5/2/2016
|
|
001-35054
|
|
|
|
|
|
10.35 *
|
|
|
10-Q
|
|
10.2
|
|
5/1/2017
|
|
001-35054
|
|
|
|
|
|
10.36 *
|
|
|
10-Q
|
|
10.4
|
|
10/30/2017
|
|
001-35054
|
|
|
|
|
|
10.37
|
|
|
8-K
|
|
10.1
|
|
12/19/2017
|
|
001-35054
|
|
|
|
|
|
10.38
|
|
|
8-K
|
|
10.1
|
|
3/5/2018
|
|
001-35714
|
|
|
|
|
|
10.39
|
|
|
10-Q
|
|
10.3
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
10.40
|
|
|
10-Q
|
|
10.4
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
10.41
|
|
|
10-Q
|
|
10.5
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
10.42
|
|
|
10-Q
|
|
10.6
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
10.43
|
|
|
10-Q
|
|
10.7
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
10.44
|
|
|
10-Q
|
|
10.8
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
10.45
|
|
|
10-Q
|
|
10.9
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
10.46
|
|
|
8-K
|
|
10.1
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.47
|
|
|
8-K
|
|
10.1
|
|
8/31/2018
|
|
001-35054
|
|
|
|
|
|
10.48 *
|
|
|
8-K
|
|
10.1
|
|
10/1/2018
|
|
001-35054
|
|
|
|
|
|
10.49 *
|
|
|
8-K
|
|
10.4
|
|
12/18/2008
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.50 *
|
|
|
10-K
|
|
10.68
|
|
2/21/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.51 *
|
|
|
S-8
|
|
99.1
|
|
5/4/2018
|
|
333-224688
(Andeavor)
|
|
|
|
|
|
10.52 *
|
|
|
S-8
|
|
99.1
|
|
6/1/2017
|
|
333-218424
(Andeavor)
|
|
|
|
|
|
10.53 *
|
|
|
S-8
|
|
99.2
|
|
5/11/2011
|
|
333-174132
(Andeavor)
|
|
|
|
|
|
10.54 *
|
|
|
10-K
|
|
10.59
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
10.55 *
|
|
|
8-K
|
|
10.1
|
|
1/30/2019
|
|
001-35054
|
|
|
|
|
|
10.56 *
|
|
|
8-K
|
|
10.2
|
|
1/30/2019
|
|
001-35054
|
|
|
|
|
|
10.57 *
|
|
|
8-K
|
|
10.4
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.58 *
|
|
|
8-K
|
|
10.1
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.59 *
|
|
|
8-K
|
|
10.5
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.60 *
|
|
|
8-K
|
|
10.3
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.61 *
|
|
|
8-K
|
|
10.6
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.62 *
|
|
|
8-K
|
|
10.2
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.63 *
|
|
|
8-K
|
|
10.7
|
|
2/3/2016
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.64 *
|
|
|
8-K
|
|
10.4
|
|
2/21/2017
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.65 *
|
|
|
8-K
|
|
10.1
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.66 *
|
|
|
8-K
|
|
10.2
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.67 *
|
|
|
8-K
|
|
10.3
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.68 *
|
|
|
8-K
|
|
10.4
|
|
2/20/2018
|
|
001-03473
(Andeavor)
|
|
|
|
|
|
10.69
|
|
|
8-K
|
|
10.1
|
|
1/4/2018
|
|
001-35054
|
|
|
|
|
|
10.70
|
|
|
10-K
|
|
10.75
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
10.71 *
|
|
|
10-K
|
|
10.76
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
10.72
|
|
|
10-K
|
|
10.77
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
10.73
|
|
|
8-K
|
|
10.2
|
|
10/31/2017
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.74
|
|
|
10-Q
|
|
10.2
|
|
11/17/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.75
|
|
|
8-K
|
|
10.1
|
|
2/3/2016
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.76
|
|
|
8-K
|
|
10.2
|
|
2/3/2016
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.77
|
|
|
8-K
|
|
10.1
|
|
1/5/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
|
|
|||||||
10.78
|
|
|
8-K
|
|
10.2
|
|
1/5/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.79
|
|
|
8-K
|
|
10.1
|
|
12/27/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.80
|
|
|
8-K
|
|
10.2
|
|
12/27/2018
|
|
001-35143
(ANDX)
|
|
|
|
|
|
10.81
|
|
|
10-K
|
|
10.86
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
10.82 *
|
|
|
10-K
|
|
10.87
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
10.83
|
|
|
8-K
|
|
10.1
|
|
5/8/2019
|
|
001-35054
|
|
|
|
|
|
10.84
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
10.85
|
|
|
8-K
|
|
10.1
|
|
12/16/2019
|
|
001-35054
|
|
|
|
|
|
10.86
|
|
|
10-Q
|
|
10.1
|
|
5/9/2019
|
|
001-35054
|
|
|
|
|
|
10.87
|
|
|
10-Q
|
|
10.2
|
|
5/9/2019
|
|
001-35054
|
|
|
|
|
|
10.88
|
|
|
10-Q
|
|
10.3
|
|
5/9/2019
|
|
001-35054
|
|
|
|
|
|
10.89
|
|
|
8-K
|
|
10.1
|
|
7/25/2019
|
|
001-35054
|
|
|
|
|
|
10.90
|
|
|
8-K
|
|
10.1
|
|
8/1/2019
|
|
001-35054
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC
File No.
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10.91
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8-K
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10.2
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8/1/2019
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001-35054
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10.92
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8-K
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10.3
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8/1/2019
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001-35054
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10.93
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8-K
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10.1
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9/27/2019
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001-35714
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14.1
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10-K
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14.1
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2/24/2017
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001-35054
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21.1
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X
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23.1
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X
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24.1
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X
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31.1
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X
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31.2
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X
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32.1
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X
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32.2
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X
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101.INS
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.
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X
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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X
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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X
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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X
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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X
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Exhibit
Number
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Exhibit Description
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Incorporated by Reference
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Filed
Herewith
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Furnished
Herewith
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||||
Form
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Exhibit
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Filing
Date
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SEC
File No.
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|||||||
101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
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X
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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†
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The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
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*
|
Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the Registrant may be participants.
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February 28, 2020
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MARATHON PETROLEUM CORPORATION
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By: /s/ John J. Quaid
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John J. Quaid
Vice President and Controller
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Signature
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Title
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/s/ Gary R. Heminger
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Chairman of the Board and Chief Executive Officer
(principal executive officer)
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Gary R. Heminger
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/s/ Donald C. Templin
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Executive Vice President and Chief Financial Officer
(principal financial officer)
|
Donald C. Templin
|
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/s/ John J. Quaid
|
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Vice President and Controller
(principal accounting officer)
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John J. Quaid
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*
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Director
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Abdulaziz F. Alkhayyal
|
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*
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Director
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Evan Bayh
|
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*
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Director
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Charles E. Bunch
|
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*
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Director
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Jonathan Z. Cohen
|
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*
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Director
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Steven A. Davis
|
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*
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Director
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Edward G. Galante
|
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*
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Director
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James E. Rohr
|
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*
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Director
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Kim K.W. Rucker
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*
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Director
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J. Michael Stice
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*
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Director
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John P. Surma
|
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*
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Director
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Susan Tomasky
|
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By: /s/ Gary R. Heminger
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February 28, 2020
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Gary R. Heminger
Attorney-in-Fact
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•
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before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination;
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•
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on completion of the transaction that resulted in that person’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than stock held by (1) directors who are also officers of the corporation or (2) any employee stock plan that does not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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•
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following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination.
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MARATHON PETROLEUM CORPORATION
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By:
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/s/ Fiona C. Laird
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Printed Name:
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Fiona C. Laird
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Title
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Chief Human Resources Officer
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*
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Indicates a company that is not wholly owned directly or indirectly by Marathon Petroleum Corporation.
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/s/ Gary R. Heminger
|
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/s/ James E. Rohr
|
Gary R. Heminger
|
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James E. Rohr
|
Chairman of the Board and Chief Executive Officer
|
|
Director
|
(principal executive officer)
|
|
|
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/s/ Donald C. Templin
|
|
/s/ John J. Quaid
|
Donald C. Templin
|
|
John J. Quaid
|
Executive Vice President and Chief Financial Officer
|
|
Vice President and Controller
|
(principal financial officer)
|
|
(principal accounting officer)
|
|
|
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/s/ Abdulaziz F. Alkhayyal
|
|
/s/ Evan Bayh
|
Abdulaziz F. Alkhayyal
|
|
Evan Bayh
|
Director
|
|
Director
|
|
|
|
/s/ Charles E. Bunch
|
|
/s/ Jonathan Z. Cohen
|
Charles E. Bunch
|
|
Jonathan Z. Cohen
|
Director
|
|
Director
|
|
|
|
/s/ Steven A. Davis
|
|
/s/ Edward G. Galante
|
Steven A. Davis
|
|
Edward G. Galante
|
Director
|
|
Director
|
|
|
|
/s/ Kim K.W. Rucker
|
|
/s/ J. Michael Stice
|
Kim K.W. Rucker
|
|
J. Michael Stice
|
Director
|
|
Director
|
|
|
|
/s/ John P. Surma
|
|
/s/ Susan Tomasky
|
John P. Surma
|
|
Susan Tomasky
|
Director
|
|
Director
|
1.
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I have reviewed this report on Form 10-K 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:
|
February 28, 2020
|
|
/s/ Gary R. Heminger
|
|
|
|
Gary R. Heminger
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K 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:
|
February 28, 2020
|
|
/s/ Donald C. Templin
|
|
|
|
Donald C. Templin
|
|
|
|
Executive 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.
|
February 28, 2020
|
|
|
|
/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.
|
February 28, 2020
|
|
|
|
/s/ Donald C. Templin
|
|
Donald C. Templin
|
|
Executive Vice President and Chief Financial Officer
|
|