|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
27-1284632
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act
|
||
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $.01
|
MPC
|
New York Stock Exchange
|
|
|
Page
|
|
|
|
|
|
|
|
|
ANS
|
Alaskan North Slope crude oil, an oil index benchmark price
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
barrel
|
One stock tank barrel, or 42 United States gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
|
CARB
|
California Air Resources Board
|
CARBOB
|
California Reformulated Gasoline Blendstock for Oxygenate Blending
|
CBOB
|
Conventional Blending for Oxygenate Blending
|
EBITDA (a non-GAAP financial measure)
|
Earnings Before Interest, Tax, Depreciation and Amortization
|
EPA
|
United States Environmental Protection Agency
|
FASB
|
Financial Accounting Standards Board
|
GAAP
|
Accounting principles generally accepted in the United States
|
LCM
|
Lower of cost or market
|
LIFO
|
Last in, first out, an inventory costing method
|
LIBOR
|
London Interbank Offered Rate
|
LLS
|
Louisiana Light Sweet crude oil, an oil index benchmark price
|
mbpd
|
Thousand barrels per day
|
MMBtu
|
One million British thermal units, an energy measurement
|
MMcf/d
|
One million cubic feet of natural gas per day
|
NGL
|
Natural gas liquids, such as ethane, propane, butanes and natural gasoline
|
NYMEX
|
New York Mercantile Exchange
|
OTC
|
Over-the-Counter
|
RIN
|
Renewable Identification Number
|
SEC
|
United States Securities and Exchange Commission
|
ULSD
|
Ultra-low sulfur diesel
|
USGC
|
U.S. Gulf Coast
|
VIE
|
Variable interest entity
|
WTI
|
West Texas Intermediate crude oil, an oil index benchmark price
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2020
|
|
2019
|
||||
Revenues and other income:
|
|
|
|
||||
Sales and other operating revenues
|
$
|
25,215
|
|
|
$
|
28,253
|
|
Income (loss) from equity method investments(a)
|
(1,210
|
)
|
|
99
|
|
||
Net gain on disposal of assets
|
4
|
|
|
214
|
|
||
Other income
|
71
|
|
|
35
|
|
||
Total revenues and other income
|
24,080
|
|
|
28,601
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of revenues (excludes items below)
|
22,821
|
|
|
25,960
|
|
||
Inventory market valuation adjustment
|
3,220
|
|
|
—
|
|
||
Impairment expense
|
7,822
|
|
|
—
|
|
||
Depreciation and amortization
|
962
|
|
|
919
|
|
||
Selling, general and administrative expenses
|
821
|
|
|
867
|
|
||
Other taxes
|
251
|
|
|
186
|
|
||
Total costs and expenses
|
35,897
|
|
|
27,932
|
|
||
Income (loss) from operations
|
(11,817
|
)
|
|
669
|
|
||
Net interest and other financial costs
|
338
|
|
|
306
|
|
||
Income (loss) before income taxes
|
(12,155
|
)
|
|
363
|
|
||
Provision (benefit) for income taxes
|
(1,937
|
)
|
|
104
|
|
||
Net income (loss)
|
(10,218
|
)
|
|
259
|
|
||
Less net income (loss) attributable to:
|
|
|
|
||||
Redeemable noncontrolling interest
|
20
|
|
|
20
|
|
||
Noncontrolling interests
|
(1,004
|
)
|
|
246
|
|
||
Net loss attributable to MPC
|
$
|
(9,234
|
)
|
|
$
|
(7
|
)
|
Per Share Data (See Note 7)
|
|
|
|
||||
Basic:
|
|
|
|
||||
Net loss attributable to MPC per share
|
$
|
(14.25
|
)
|
|
$
|
(0.01
|
)
|
Weighted average shares outstanding
|
648
|
|
|
673
|
|
||
Diluted:
|
|
|
|
||||
Net loss attributable to MPC per share
|
$
|
(14.25
|
)
|
|
$
|
(0.01
|
)
|
Weighted average shares outstanding
|
648
|
|
|
673
|
|
(a)
|
The 2020 period includes $1,315 million of impairment expense. See Note 4 for further information.
|
|
Three Months Ended
March 31, |
||||||
(Millions of dollars)
|
2020
|
|
2019
|
||||
Net income (loss)
|
$
|
(10,218
|
)
|
|
$
|
259
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Defined benefit plans:
|
|
|
|
||||
Actuarial changes, net of tax of $1 and $6, respectively
|
4
|
|
|
(3
|
)
|
||
Prior service credit, net of tax of ($3) and ($8), respectively
|
(9
|
)
|
|
(3
|
)
|
||
Other, net of tax of $0 and $0, respectively
|
(1
|
)
|
|
(1
|
)
|
||
Other comprehensive loss
|
(6
|
)
|
|
(7
|
)
|
||
Comprehensive income (loss)
|
(10,224
|
)
|
|
252
|
|
||
Less comprehensive income (loss) attributable to:
|
|
|
|
||||
Redeemable noncontrolling interest
|
20
|
|
|
20
|
|
||
Noncontrolling interests
|
(1,004
|
)
|
|
246
|
|
||
Comprehensive loss attributable to MPC
|
$
|
(9,240
|
)
|
|
$
|
(14
|
)
|
(Millions of dollars, except share data)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,690
|
|
|
$
|
1,527
|
|
Receivables, less allowance for doubtful accounts of $18 and $17, respectively
|
5,583
|
|
|
7,479
|
|
||
Inventories
|
7,445
|
|
|
10,243
|
|
||
Other current assets
|
975
|
|
|
921
|
|
||
Total current assets
|
15,693
|
|
|
20,170
|
|
||
Equity method investments
|
5,656
|
|
|
6,898
|
|
||
Property, plant and equipment, net
|
45,333
|
|
|
45,615
|
|
||
Goodwill
|
12,710
|
|
|
20,040
|
|
||
Right of use assets
|
2,562
|
|
|
2,459
|
|
||
Other noncurrent assets
|
4,363
|
|
|
3,374
|
|
||
Total assets
|
$
|
86,317
|
|
|
$
|
98,556
|
|
Liabilities
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
8,106
|
|
|
$
|
11,623
|
|
Payroll and benefits payable
|
1,107
|
|
|
1,126
|
|
||
Accrued taxes
|
1,098
|
|
|
1,186
|
|
||
Debt due within one year
|
1,710
|
|
|
711
|
|
||
Operating lease liabilities
|
630
|
|
|
604
|
|
||
Other current liabilities
|
918
|
|
|
897
|
|
||
Total current liabilities
|
13,569
|
|
|
16,147
|
|
||
Long-term debt
|
29,899
|
|
|
28,127
|
|
||
Deferred income taxes
|
5,772
|
|
|
6,392
|
|
||
Defined benefit postretirement plan obligations
|
1,703
|
|
|
1,643
|
|
||
Long-term operating lease liabilities
|
1,949
|
|
|
1,875
|
|
||
Deferred credits and other liabilities
|
1,229
|
|
|
1,265
|
|
||
Total liabilities
|
54,121
|
|
|
55,449
|
|
||
Commitments and contingencies (see Note 22)
|
|
|
|
||||
Redeemable noncontrolling interest
|
968
|
|
|
968
|
|
||
Equity
|
|
|
|
||||
MPC stockholders’ equity:
|
|
|
|
||||
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)
|
—
|
|
|
—
|
|
||
Common stock:
|
|
|
|
||||
Issued – 979 million and 978 million shares (par value $0.01 per share, 2 billion shares authorized)
|
10
|
|
|
10
|
|
||
Held in treasury, at cost – 329 million and 329 million shares
|
(15,145
|
)
|
|
(15,143
|
)
|
||
Additional paid-in capital
|
33,169
|
|
|
33,157
|
|
||
Retained earnings
|
6,380
|
|
|
15,990
|
|
||
Accumulated other comprehensive loss
|
(326
|
)
|
|
(320
|
)
|
||
Total MPC stockholders’ equity
|
24,088
|
|
|
33,694
|
|
||
Noncontrolling interests
|
7,140
|
|
|
8,445
|
|
||
Total equity
|
31,228
|
|
|
42,139
|
|
||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
86,317
|
|
|
$
|
98,556
|
|
|
Three Months Ended
March 31, |
||||||
(Millions of dollars)
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(10,218
|
)
|
|
$
|
259
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred financing costs and debt discount
|
14
|
|
|
—
|
|
||
Impairment expense
|
7,822
|
|
|
—
|
|
||
Depreciation and amortization
|
962
|
|
|
919
|
|
||
Inventory market valuation adjustment
|
3,220
|
|
|
—
|
|
||
Pension and other postretirement benefits, net
|
55
|
|
|
52
|
|
||
Deferred income taxes
|
(625
|
)
|
|
127
|
|
||
Net gain on disposal of assets
|
(4
|
)
|
|
(214
|
)
|
||
(Income) loss from equity method investments(a)
|
1,210
|
|
|
(99
|
)
|
||
Distributions from equity method investments
|
175
|
|
|
148
|
|
||
Changes in income tax receivable
|
(1,335
|
)
|
|
(19
|
)
|
||
Changes in the fair value of derivative instruments
|
(47
|
)
|
|
29
|
|
||
Changes in operating assets and liabilities, net of effects of businesses acquired:
|
|
|
|
||||
Current receivables
|
1,899
|
|
|
(1,018
|
)
|
||
Inventories
|
(422
|
)
|
|
(4
|
)
|
||
Current accounts payable and accrued liabilities
|
(3,453
|
)
|
|
1,483
|
|
||
Right of use assets and operating lease liabilities, net
|
(4
|
)
|
|
(1
|
)
|
||
All other, net
|
(17
|
)
|
|
(39
|
)
|
||
Net cash provided by (used in) operating activities
|
(768
|
)
|
|
1,623
|
|
||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(1,062
|
)
|
|
(1,241
|
)
|
||
Disposal of assets
|
56
|
|
|
24
|
|
||
Investments – acquisitions, loans and contributions
|
(169
|
)
|
|
(325
|
)
|
||
– redemptions, repayments and return of capital
|
77
|
|
|
2
|
|
||
All other, net
|
10
|
|
|
20
|
|
||
Net cash used in investing activities
|
(1,088
|
)
|
|
(1,520
|
)
|
||
Financing activities:
|
|
|
|
||||
Long-term debt – borrowings
|
4,250
|
|
|
2,604
|
|
||
– repayments
|
(1,521
|
)
|
|
(2,031
|
)
|
||
Issuance of common stock
|
4
|
|
|
2
|
|
||
Common stock repurchased
|
—
|
|
|
(885
|
)
|
||
Dividends paid
|
(377
|
)
|
|
(354
|
)
|
||
Distributions to noncontrolling interests
|
(320
|
)
|
|
(325
|
)
|
||
Contributions from noncontrolling interests
|
—
|
|
|
95
|
|
||
All other, net
|
(15
|
)
|
|
(26
|
)
|
||
Net cash provided by (used in) financing activities
|
2,021
|
|
|
(920
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
165
|
|
|
(817
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
1,529
|
|
|
1,725
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,694
|
|
|
$
|
908
|
|
(a)
|
The 2020 period includes $1,315 million of impairment expense. See Note 4 for further information.
|
|
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, 2019
|
978
|
|
|
$
|
10
|
|
|
(329
|
)
|
|
$
|
(15,143
|
)
|
|
$
|
33,157
|
|
|
$
|
15,990
|
|
|
$
|
(320
|
)
|
|
$
|
8,445
|
|
|
$
|
42,139
|
|
|
$
|
968
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,234
|
)
|
|
—
|
|
|
(1,004
|
)
|
|
(10,238
|
)
|
|
20
|
|
||||||||
Dividends declared on common stock ($0.58 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
(300
|
)
|
|
(20
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||||||
Stock based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
17
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
16
|
|
|
—
|
|
||||||||
Equity transactions of MPLX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(7
|
)
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Balance as of March 31, 2020
|
979
|
|
|
$
|
10
|
|
|
(329
|
)
|
|
$
|
(15,145
|
)
|
|
$
|
33,169
|
|
|
$
|
6,380
|
|
|
$
|
(326
|
)
|
|
$
|
7,140
|
|
|
$
|
31,228
|
|
|
$
|
968
|
|
|
MPC Stockholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-controlling Interests
|
|
Total Equity
|
|
Redeemable Non-controlling Interest
|
||||||||||||||||||||||
(Shares in millions;
amounts in millions of dollars) |
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance as of December 31, 2018
|
975
|
|
|
$
|
10
|
|
|
(295
|
)
|
|
$
|
(13,175
|
)
|
|
$
|
33,729
|
|
|
$
|
14,755
|
|
|
$
|
(144
|
)
|
|
$
|
8,874
|
|
|
$
|
44,049
|
|
|
$
|
1,004
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
246
|
|
|
239
|
|
|
20
|
|
||||||||
Dividends declared on common stock ($0.53 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
—
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(305
|
)
|
|
(305
|
)
|
|
(20
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
95
|
|
|
—
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(885
|
)
|
|
—
|
|
||||||||
Stock based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
32
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
28
|
|
|
—
|
|
||||||||
Equity transactions of MPLX & ANDX
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
||||||||
Balance as of March 31, 2019
|
976
|
|
|
$
|
10
|
|
|
(309
|
)
|
|
$
|
(14,063
|
)
|
|
$
|
33,764
|
|
|
$
|
14,391
|
|
|
$
|
(151
|
)
|
|
$
|
8,907
|
|
|
$
|
42,858
|
|
|
$
|
1,004
|
|
ASU
|
|
|
Effective Date
|
2018-13
|
Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
|
January 1, 2020
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Increase due to the issuance of MPLX & ANDX common units
|
$
|
2
|
|
|
$
|
4
|
|
Tax impact
|
(7
|
)
|
|
(1
|
)
|
||
Increase (decrease) in MPC's additional paid-in capital, net of tax
|
$
|
(5
|
)
|
|
$
|
3
|
|
(In millions)
|
Income Statement Line
|
Impairment
|
||
Goodwill
|
Impairment expense
|
$
|
7,330
|
|
Equity method investments
|
Income (loss) from equity method investments
|
1,315
|
|
|
Long-lived assets
|
Impairment expense
|
492
|
|
|
Total impairments
|
|
$
|
9,137
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Balance at January 1, 2020
|
$
|
5,572
|
|
|
$
|
4,951
|
|
|
$
|
9,517
|
|
|
$
|
20,040
|
|
Impairments
|
(5,516
|
)
|
|
—
|
|
|
(1,814
|
)
|
|
(7,330
|
)
|
||||
Transfers
|
(56
|
)
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Balance at March 31, 2020
|
$
|
—
|
|
|
$
|
4,951
|
|
|
$
|
7,759
|
|
|
$
|
12,710
|
|
(In millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
57
|
|
|
$
|
15
|
|
Receivables, less allowance for doubtful accounts
|
544
|
|
|
615
|
|
||
Inventories
|
105
|
|
|
110
|
|
||
Other current assets
|
45
|
|
|
110
|
|
||
Equity method investments
|
3,992
|
|
|
5,275
|
|
||
Property, plant and equipment, net
|
22,030
|
|
|
22,174
|
|
||
Goodwill
|
7,722
|
|
|
9,536
|
|
||
Right of use assets
|
352
|
|
|
365
|
|
||
Other noncurrent assets
|
1,105
|
|
|
1,323
|
|
||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
521
|
|
|
$
|
744
|
|
Payroll and benefits payable
|
1
|
|
|
5
|
|
||
Accrued taxes
|
72
|
|
|
80
|
|
||
Debt due within one year
|
4
|
|
|
9
|
|
||
Operating lease liabilities
|
67
|
|
|
66
|
|
||
Other current liabilities
|
268
|
|
|
259
|
|
||
Long-term debt
|
20,467
|
|
|
19,704
|
|
||
Deferred income taxes
|
11
|
|
|
12
|
|
||
Long-term operating lease liabilities
|
284
|
|
|
302
|
|
||
Deferred credits and other liabilities
|
422
|
|
|
409
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Sales to related parties
|
$
|
165
|
|
|
$
|
186
|
|
Purchases from related parties
|
195
|
|
|
204
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2020
|
|
2019
|
||||
Basic loss per share:
|
|
|
|
||||
Allocation of loss:
|
|
|
|
||||
Net loss attributable to MPC
|
$
|
(9,234
|
)
|
|
$
|
(7
|
)
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
||
Loss available to common stockholders – basic
|
$
|
(9,234
|
)
|
|
$
|
(7
|
)
|
Weighted average common shares outstanding
|
648
|
|
|
673
|
|
||
Basic loss per share
|
$
|
(14.25
|
)
|
|
$
|
(0.01
|
)
|
Diluted loss per share:
|
|
|
|
||||
Allocation of loss:
|
|
|
|
||||
Net loss attributable to MPC
|
$
|
(9,234
|
)
|
|
$
|
(7
|
)
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
||
Loss available to common stockholders – diluted
|
$
|
(9,234
|
)
|
|
$
|
(7
|
)
|
Weighted average common shares outstanding
|
648
|
|
|
673
|
|
||
Effect of dilutive securities
|
—
|
|
|
—
|
|
||
Weighted average common shares, including dilutive effect
|
648
|
|
|
673
|
|
||
Diluted loss per share
|
$
|
(14.25
|
)
|
|
$
|
(0.01
|
)
|
|
Three Months Ended
March 31, |
||||
(In millions)
|
2020
|
|
2019
|
||
Shares issuable under stock-based compensation plans
|
10
|
|
|
7
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2020
|
|
2019
|
||||
Number of shares repurchased
|
—
|
|
|
14
|
|
||
Cash paid for shares repurchased
|
$
|
—
|
|
|
$
|
885
|
|
Average cost per share
|
$
|
—
|
|
|
$
|
62.98
|
|
•
|
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)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party(a)
|
$
|
17,528
|
|
|
$
|
6,769
|
|
|
$
|
918
|
|
|
$
|
25,215
|
|
Intersegment
|
3,617
|
|
|
2
|
|
|
1,242
|
|
|
4,861
|
|
||||
Segment revenues
|
$
|
21,145
|
|
|
$
|
6,771
|
|
|
$
|
2,160
|
|
|
$
|
30,076
|
|
Segment income (loss) from operations
|
$
|
(622
|
)
|
|
$
|
519
|
|
|
$
|
905
|
|
|
$
|
802
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Data
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization(b)
|
$
|
447
|
|
|
$
|
125
|
|
|
$
|
345
|
|
|
$
|
917
|
|
Capital expenditures and investments(c)
|
459
|
|
|
76
|
|
|
474
|
|
|
1,009
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Third party(a)
|
$
|
19,920
|
|
|
$
|
7,376
|
|
|
$
|
957
|
|
|
$
|
28,253
|
|
Intersegment
|
4,416
|
|
|
2
|
|
|
1,232
|
|
|
5,650
|
|
||||
Segment revenues
|
$
|
24,336
|
|
|
$
|
7,378
|
|
|
$
|
2,189
|
|
|
$
|
33,903
|
|
Segment income (loss) from operations
|
$
|
(334
|
)
|
|
$
|
170
|
|
|
$
|
908
|
|
|
$
|
744
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental Data
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization(b)
|
$
|
427
|
|
|
$
|
126
|
|
|
$
|
307
|
|
|
$
|
860
|
|
Capital expenditures and investments(c)
|
394
|
|
|
73
|
|
|
823
|
|
|
1,290
|
|
(a)
|
Includes related party sales. See Note 6 for additional information.
|
(b)
|
Differences between segment totals and MPC consolidated totals represent amounts related to corporate and other unallocated items and are included in items not allocated to segments in the reconciliation below.
|
(c)
|
Includes changes in capital expenditure accruals and investments in affiliates. See reconciliation from segment totals to MPC consolidated total capital expenditures below.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Segment income from operations
|
$
|
802
|
|
|
$
|
744
|
|
Items not allocated to segments:
|
|
|
|
||||
Corporate and other unallocated items(a)
|
(227
|
)
|
|
(191
|
)
|
||
Equity method investment restructuring gain(b)
|
—
|
|
|
207
|
|
||
Transaction-related costs(c)
|
(35
|
)
|
|
(91
|
)
|
||
Impairments(d)
|
(9,137
|
)
|
|
—
|
|
||
Inventory market valuation adjustment(e)
|
(3,220
|
)
|
|
—
|
|
||
Income (loss) from operations
|
(11,817
|
)
|
|
669
|
|
||
Net interest and other financial costs
|
338
|
|
|
306
|
|
||
Income (loss) before income taxes
|
$
|
(12,155
|
)
|
|
$
|
363
|
|
(a)
|
Corporate and other unallocated items consist 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 gain related to Capline Pipeline Company LLC (“Capline LLC”). See Note 13.
|
(c)
|
2020 includes costs incurred in connection with the Speedway separation and Midstream strategic review. 2019 includes employee severance, retention and other costs related to the acquisition of Andeavor.
|
(d)
|
Includes goodwill impairment, impairment of equity method investments and impairment of long lived assets. See Note 4 for additional information.
|
(e)
|
See Note 12.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Segment capital expenditures and investments
|
$
|
1,009
|
|
|
$
|
1,290
|
|
Less investments in equity method investees
|
169
|
|
|
325
|
|
||
Plus items not allocated to segments:
|
|
|
|
||||
Corporate
|
27
|
|
|
10
|
|
||
Capitalized interest
|
29
|
|
|
31
|
|
||
Total capital expenditures(a)
|
$
|
896
|
|
|
$
|
1,006
|
|
(a)
|
Includes changes in capital expenditure accruals. See Note 19 for a reconciliation of total capital expenditures to additions to property, plant and equipment for the three months ended March 31, 2020 and 2019 as reported in the consolidated statements of cash flows.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Interest income
|
$
|
(6
|
)
|
|
$
|
(9
|
)
|
Interest expense
|
357
|
|
|
340
|
|
||
Interest capitalized
|
(36
|
)
|
|
(32
|
)
|
||
Pension and other postretirement non-service credits(a)
|
(3
|
)
|
|
(3
|
)
|
||
Other financial costs
|
26
|
|
|
10
|
|
||
Net interest and other financial costs
|
$
|
338
|
|
|
$
|
306
|
|
(a)
|
See Note 21.
|
•
|
Reducing the limitations on the deductibility of interest from 30 percent of adjusted taxable income to 50 percent.
|
•
|
Ability to carry back tax net operating losses ("NOL") five years for NOLs arising in taxable years 2018 through 2020. This provision allows the taxpayer to recover taxes previously paid at a 35 percent federal income tax rate during years prior to 2018. The limitation on the percentage of taxable income that may be offset by the NOL, formerly 80 percent of income, was eliminated for years beginning before 2021.
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
Statutory rate applied to income before income taxes
|
21
|
%
|
|
21
|
%
|
State and local income taxes, net of federal income tax effects
|
2
|
|
|
12
|
|
Goodwill impairment
|
(10
|
)
|
|
—
|
|
Noncontrolling interests
|
(1
|
)
|
|
(4
|
)
|
CARES Act legislation
|
3
|
|
|
—
|
|
Other
|
1
|
|
|
—
|
|
Effective tax rate
|
16
|
%
|
|
29
|
%
|
(In millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Crude oil
|
$
|
3,717
|
|
|
$
|
3,472
|
|
Refined products
|
5,700
|
|
|
5,548
|
|
||
Materials and supplies
|
1,000
|
|
|
996
|
|
||
Merchandise
|
248
|
|
|
227
|
|
||
Inventories before LCM inventory valuation reserve
|
10,665
|
|
|
10,243
|
|
||
LCM inventory valuation reserve
|
(3,220
|
)
|
|
—
|
|
||
Total
|
$
|
7,445
|
|
|
$
|
10,243
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Revenues and other income
|
$
|
1,072
|
|
|
$
|
1,628
|
|
Income (loss) from operations
|
(20
|
)
|
|
336
|
|
||
Net income (loss)
|
(44
|
)
|
|
314
|
|
(In millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Refining & Marketing
|
$
|
29,511
|
|
|
$
|
29,037
|
|
Retail
|
7,161
|
|
|
7,104
|
|
||
Midstream
|
27,490
|
|
|
27,193
|
|
||
Corporate and Other
|
1,308
|
|
|
1,289
|
|
||
Total
|
65,470
|
|
|
64,623
|
|
||
Less accumulated depreciation(a)
|
20,137
|
|
|
19,008
|
|
||
Property, plant and equipment, net
|
$
|
45,333
|
|
|
$
|
45,615
|
|
(a)
|
The March 31, 2020 balance includes property, plant and equipment impairment charges recorded during the first quarter of 2020. See Note 4 for additional information.
|
|
March 31, 2020
|
||||||||||||||||||||||
|
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
|
$
|
754
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
(679
|
)
|
|
$
|
107
|
|
|
$
|
7
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
610
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
(628
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
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
|
|
|
—
|
|
(a)
|
Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of March 31, 2020, cash collateral of $67 million was netted with mark-to-market assets and $16 million was netted with the mark-to-market derivative liabilities. As of December 31, 2019, cash collateral of $51 million was netted with mark-to-market derivative liabilities.
|
(b)
|
We have no derivative contracts that are subject to master netting arrangements reflected gross on the balance sheet.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Beginning balance
|
$
|
60
|
|
|
$
|
61
|
|
Unrealized and realized (gains) losses included in net income
|
(14
|
)
|
|
6
|
|
||
Settlements of derivative instruments
|
(1
|
)
|
|
(2
|
)
|
||
Ending balance
|
$
|
45
|
|
|
$
|
65
|
|
|
|
|
|
||||
The amount of total (gains) losses for the period included in earnings attributable to the change in unrealized losses relating to assets still held at the end of period:
|
$
|
(13
|
)
|
|
$
|
5
|
|
(In millions)
|
March 31, 2020
|
||||||
Balance Sheet Location
|
Asset
|
|
Liability
|
||||
Commodity derivatives
|
|
|
|
||||
Other current assets
|
$
|
786
|
|
|
$
|
629
|
|
Other current liabilities(a)
|
—
|
|
|
2
|
|
||
Deferred credits and other liabilities(a)
|
—
|
|
|
43
|
|
(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
|
|
(a)
|
Includes embedded derivatives.
|
|
Percentage of contracts that expire next quarter
|
|
Position
|
||||
(Units in thousands of barrels)
|
|
Long
|
|
Short
|
|||
Exchange-traded(a)
|
|
|
|
|
|
||
Crude oil
|
94.8%
|
|
29,202
|
|
|
46,121
|
|
Refined products
|
84.3%
|
|
20,370
|
|
|
16,960
|
|
Blending products
|
100.0%
|
|
3,581
|
|
|
3,359
|
|
(a)
|
Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 3,840 long and 640 short; Refined products - 2,575 long and 1,775 short
|
|
Gain (Loss)
|
||||||
(In millions)
|
Three Months Ended
March 31, |
||||||
Income Statement Location
|
2020
|
|
2019
|
||||
Sales and other operating revenues
|
$
|
84
|
|
|
$
|
(20
|
)
|
Cost of revenues
|
131
|
|
|
(80
|
)
|
||
Total
|
$
|
215
|
|
|
$
|
(100
|
)
|
(In millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Marathon Petroleum Corporation:
|
|
|
|
||||
Bank revolving credit facility
|
$
|
2,000
|
|
|
$
|
—
|
|
Senior notes
|
8,474
|
|
|
8,474
|
|
||
Notes payable
|
10
|
|
|
10
|
|
||
Finance lease obligations
|
692
|
|
|
679
|
|
||
MPLX LP:
|
|
|
|
||||
Bank revolving credit facility
|
750
|
|
|
—
|
|
||
Term loan facility
|
1,000
|
|
|
1,000
|
|
||
Senior notes
|
19,100
|
|
|
19,100
|
|
||
Finance lease obligations
|
14
|
|
|
19
|
|
||
Total debt
|
$
|
32,040
|
|
|
$
|
29,282
|
|
Unamortized debt issuance costs
|
(129
|
)
|
|
(134
|
)
|
||
Unamortized (discount) premium, net
|
(302
|
)
|
|
(310
|
)
|
||
Amounts due within one year
|
(1,710
|
)
|
|
(711
|
)
|
||
Total long-term debt due after one year
|
$
|
29,899
|
|
|
$
|
28,127
|
|
(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(a)
|
|
5,000
|
|
|
2,000
|
|
|
1
|
|
|
2,999
|
|
|
1.89
|
%
|
|
October 2023
|
||||
MPC trade receivables securitization facility(b)
|
|
750
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
July 2021
|
||||
MPLX bank revolving credit facility(c)
|
|
3,500
|
|
|
750
|
|
|
—
|
|
|
2,750
|
|
|
1.94
|
%
|
|
July 2024
|
(a)
|
Borrowed $2 billion on March 30, 2020.
|
(b)
|
Borrowed $925 million and repaid $925 million during the three months ended March 31, 2020.
|
(c)
|
Borrowed $1.325 billion at an average interest rate of 2.14 percent and repaid $575 million during the three months ended March 31, 2020.
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
||||||||
Refined products
|
$
|
16,539
|
|
|
$
|
5,289
|
|
|
$
|
169
|
|
|
$
|
21,997
|
|
Merchandise
|
1
|
|
|
1,456
|
|
|
—
|
|
|
1,457
|
|
||||
Crude oil
|
875
|
|
|
—
|
|
|
—
|
|
|
875
|
|
||||
Midstream services and other
|
113
|
|
|
24
|
|
|
749
|
|
|
886
|
|
||||
Sales and other operating revenues
|
$
|
17,528
|
|
|
$
|
6,769
|
|
|
$
|
918
|
|
|
$
|
25,215
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Refined products
|
$
|
18,750
|
|
|
$
|
5,947
|
|
|
$
|
216
|
|
|
$
|
24,913
|
|
Merchandise
|
1
|
|
|
1,409
|
|
|
—
|
|
|
1,410
|
|
||||
Crude oil
|
1,071
|
|
|
—
|
|
|
—
|
|
|
1,071
|
|
||||
Midstream services and other
|
98
|
|
|
20
|
|
|
741
|
|
|
859
|
|
||||
Sales and other operating revenues
|
$
|
19,920
|
|
|
$
|
7,376
|
|
|
$
|
957
|
|
|
$
|
28,253
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Net cash provided by operating activities included:
|
|
|
|
||||
Interest paid (net of amounts capitalized)
|
$
|
303
|
|
|
$
|
269
|
|
Net income taxes paid to taxing authorities
|
(9
|
)
|
|
42
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Contribution of assets(a)
|
—
|
|
|
143
|
|
||
Fair value of assets acquired(b)
|
—
|
|
|
350
|
|
(a)
|
2019 includes the contribution of net assets to Capline LLC. See Note 13.
|
(b)
|
2019 includes the recognition of the Capline LLC equity method investment. See Note 13.
|
(In millions)
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
1,690
|
|
|
$
|
1,527
|
|
Restricted cash(a)
|
4
|
|
|
2
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
1,694
|
|
|
$
|
1,529
|
|
(a)
|
The restricted cash balance is included within other current assets on the consolidated balance sheets.
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2020
|
|
2019
|
||||
Additions to property, plant and equipment per the consolidated statements of cash flows
|
$
|
1,062
|
|
|
$
|
1,241
|
|
Decrease in capital accruals
|
(166
|
)
|
|
(235
|
)
|
||
Total capital expenditures
|
$
|
896
|
|
|
$
|
1,006
|
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2018
|
$
|
(132
|
)
|
|
$
|
(23
|
)
|
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
(144
|
)
|
Other comprehensive loss before reclassifications, net of tax of $0
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit(a)
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
– actuarial loss(a)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
– settlement loss(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Tax effect
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Other comprehensive loss
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
|||||
Balance as of March 31, 2019
|
$
|
(138
|
)
|
|
$
|
(23
|
)
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
(151
|
)
|
(In millions)
|
Pension Benefits
|
|
Other Benefits
|
|
Gain on Cash Flow Hedge
|
|
Workers Compensation
|
|
Total
|
||||||||||
Balance as of December 31, 2019
|
$
|
(212
|
)
|
|
$
|
(116
|
)
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
(320
|
)
|
Other comprehensive loss before reclassifications, net of tax of ($1)
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization – prior service credit(a)
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
– actuarial loss(a)
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
– settlement loss(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Tax effect
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other comprehensive loss
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|||||
Balance as of March 31, 2020
|
$
|
(216
|
)
|
|
$
|
(117
|
)
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
(326
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 21.
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
69
|
|
|
$
|
58
|
|
|
$
|
9
|
|
|
$
|
8
|
|
Interest cost
|
25
|
|
|
28
|
|
|
8
|
|
|
9
|
|
||||
Expected return on plan assets
|
(34
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization – prior service credit
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
||||
– actuarial loss
|
8
|
|
|
4
|
|
|
1
|
|
|
—
|
|
||||
– settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
57
|
|
|
$
|
47
|
|
|
$
|
18
|
|
|
$
|
17
|
|
(Dollars in millions)
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Outstanding
Letters
of Credit
|
|
Available
Capacity
|
|
Expiration
|
||||||||
MPC 364-day bank revolving credit facility
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
September 2020
|
MPC 364-day bank revolving credit facility
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
April 2021
|
||||
MPC bank revolving credit facility(a)
|
|
5,000
|
|
|
750
|
|
|
1
|
|
|
4,249
|
|
|
October 2023
|
||||
MPC trade receivables securitization facility(b)
|
|
517
|
|
|
—
|
|
|
—
|
|
|
517
|
|
|
July 2021
|
||||
Available capacity, excluding MPLX, as of May 5, 2020
|
|
|
|
|
|
|
|
6,766
|
|
|
|
(a)
|
Borrowed $2 billion on March 30, 2020 and $1.5 billion in April. Repaid $2.75 billion in May.
|
(b)
|
Availability under our $750 million trade receivables facility is a function of eligible trade receivables, which will be lower in a sustained lower price environment for refined products. As of April 30, 2020 eligible trade receivables supported borrowings of approximately $517 million.
|
•
|
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;
|
•
|
future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
|
•
|
the success or timing of completion of ongoing or anticipated capital or maintenance projects;
|
•
|
business strategies, growth opportunities and expected investment;
|
•
|
consumer demand for refined products, natural gas and NGLs;
|
•
|
the timing and amount of any future common stock repurchases; and
|
•
|
the anticipated effects of actions of third parties such as competitors, activist investors or federal, foreign, state or local regulatory authorities or plaintiffs in litigation.
|
•
|
the effects of the recent outbreak of COVID-19 and the adverse impact thereof on our business, financial condition, results of operations and cash flows, including our growth, operating costs, labor availability, logistical capabilities, customer demand for our products and industry demand generally, margins, inventory value, cash position, taxes, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally;
|
•
|
the effects of the recent outbreak of COVID-19, and the current economic environment generally, on our working capital, cash flows and liquidity, which can be significantly affected by decreases in commodity prices;
|
•
|
our ability to successfully complete the planned Speedway separation within the expected timeframe or at all;
|
•
|
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;
|
•
|
risks relating to any unforeseen liabilities of Andeavor;
|
•
|
further impairments;
|
•
|
risks related to the acquisition of Andeavor Logistics LP (“ANDX”) by MPLX LP (“MPLX”);
|
•
|
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;
|
•
|
the effect of restructuring or reorganization of business components;
|
•
|
the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, NGLs and other feedstocks;
|
•
|
our ability to manage disruptions in credit markets or changes to credit ratings;
|
•
|
the reliability of processing units and other equipment;
|
•
|
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;
|
•
|
the potential effects of judicial or other proceedings on the business, financial condition, results of operations and cash flows;
|
•
|
continued or further volatility in and degradation of general economic, market, industry or business conditions as a result of the COVID-19 pandemic, other infectious disease outbreaks or otherwise;
|
•
|
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;
|
•
|
adverse market conditions or other similar risks affecting MPLX;
|
•
|
refining industry overcapacity or under capacity;
|
•
|
changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products or other hydrocarbon-based products;
|
•
|
non-payment or non-performance by our producer and other customers;
|
•
|
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;
|
•
|
the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
|
•
|
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;
|
•
|
actions taken by our competitors, including pricing adjustments, expansion of retail activities, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
|
•
|
completion of pipeline projects within the United States;
|
•
|
changes in fuel and utility costs for our facilities;
|
•
|
accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, or those of our suppliers or customers;
|
•
|
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;
|
•
|
adverse changes in laws including with respect to tax and regulatory matters;
|
•
|
political pressure and influence of environmental groups and other stakeholders upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based products;
|
•
|
labor and material shortages;
|
•
|
the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors; and
|
•
|
the other factors described in Item 1A. Risk Factors.
|
•
|
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.
|
•
|
We expect to defer or delay certain capital expenditures of approximately $1.35 billion, or approximately 30 percent, which is expected to reduce planned spending levels down to $3.0 billion for 2020. The reductions are planned across all segments of the business, including: $250 million in Refining & Marketing; $770 million in Midstream, which includes MPLX; $250 million in Retail; and $80 million in Corporate. Remaining capital spend primarily relates to growth projects that are already in progress or spending that supports the safe and reliable operation of our facilities.
|
•
|
We have taken actions to reduce forecasted annual operating expenses by approximately of $950 million, primarily through reductions of fixed costs and deferral of certain expense projects, which includes $200 million of operating expense reductions at MPLX.
|
•
|
Throughput levels have been reduced across the organization including the temporary idling of some facilities. The company plans to continue to monitor market conditions and optimize crude oil acquisition, refining run rates, and logistics systems to respond on a regional basis.
|
•
|
Share repurchases have temporarily been suspended. The company will evaluate the timing of future repurchases as market conditions evolve.
|
•
|
On April 27, 2020, we entered into an additional $1 billion 364-day revolving credit facility, which expires in 2021, to provide incremental liquidity and financial flexibility during the commodity price and demand downturn.
|
•
|
On April 27, 2020, we closed on the issuance of $2.5 billion of senior notes. Proceeds from the senior notes were used to pay down amounts outstanding on the five-year revolving credit facility.
|
•
|
The company continues to evaluate further actions to enhance liquidity.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
|
2020
|
|
2019
|
||||
Income (loss) from operations by segment
|
|
|
|
|||||
Refining & Marketing
|
$
|
(622
|
)
|
|
$
|
(334
|
)
|
|
Retail
|
519
|
|
|
170
|
|
|||
Midstream
|
905
|
|
|
908
|
|
|||
Items not allocated to segments
|
(12,619
|
)
|
|
(75
|
)
|
|||
Income from operations
|
$
|
(11,817
|
)
|
|
$
|
669
|
|
|
Net loss attributable to MPC
|
$
|
(9,234
|
)
|
|
$
|
(7
|
)
|
|
Net income attributable to MPC per diluted share
|
$
|
(14.25
|
)
|
|
$
|
(0.01
|
)
|
•
|
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; and
|
•
|
the impact of commodity derivative instruments used to hedge price risk.
|
|
|
Three Months Ended
March 31, |
||||||||||
(In millions)
|
|
2020
|
|
2019
|
|
Variance
|
||||||
Revenues and other income:
|
|
|
|
|
|
|||||||
Sales and other operating revenues
|
$
|
25,215
|
|
|
$
|
28,253
|
|
|
$
|
(3,038
|
)
|
|
Income (loss) from equity method investments(a)
|
(1,210
|
)
|
|
99
|
|
|
(1,309
|
)
|
||||
Net gain on disposal of assets
|
4
|
|
|
214
|
|
|
(210
|
)
|
||||
Other income
|
71
|
|
|
35
|
|
|
36
|
|
||||
Total revenues and other income
|
24,080
|
|
|
28,601
|
|
|
(4,521
|
)
|
||||
Costs and expenses:
|
|
|
|
|
|
|||||||
Cost of revenues (excludes items below)
|
22,821
|
|
|
25,960
|
|
|
(3,139
|
)
|
||||
Inventory market valuation adjustment
|
3,220
|
|
|
—
|
|
|
3,220
|
|
||||
Impairment expense
|
7,822
|
|
|
—
|
|
|
7,822
|
|
||||
Depreciation and amortization
|
962
|
|
|
919
|
|
|
43
|
|
||||
Selling, general and administrative expenses
|
821
|
|
|
867
|
|
|
(46
|
)
|
||||
Other taxes
|
251
|
|
|
186
|
|
|
65
|
|
||||
Total costs and expenses
|
35,897
|
|
|
27,932
|
|
|
7,965
|
|
||||
Income (loss) from operations
|
(11,817
|
)
|
|
669
|
|
|
(12,486
|
)
|
||||
Net interest and other financial costs
|
338
|
|
|
306
|
|
|
32
|
|
||||
Income (loss) before income taxes
|
(12,155
|
)
|
|
363
|
|
|
(12,518
|
)
|
||||
Provision (benefit) for income taxes
|
(1,937
|
)
|
|
104
|
|
|
(2,041
|
)
|
||||
Net income (loss)
|
(10,218
|
)
|
|
259
|
|
|
(10,477
|
)
|
||||
Less net income (loss) attributable to:
|
|
|
|
|
|
|||||||
Redeemable noncontrolling interest
|
20
|
|
|
20
|
|
|
—
|
|
||||
Noncontrolling interests
|
(1,004
|
)
|
|
246
|
|
|
(1,250
|
)
|
||||
Net loss attributable to MPC
|
$
|
(9,234
|
)
|
|
$
|
(7
|
)
|
|
$
|
(9,227
|
)
|
(a)
|
The 2020 period includes $1.32 billion of impairment expense. See Note 4 to the unaudited consolidated financial statements for further information.
|
•
|
decreased sales and other operating revenues of $3.04 billion primarily due to decreased Refining & Marketing segment refined product sales volumes, which decreased 81 mbpd, and decreased average refined product sales prices of $0.22 per gallon largely due to reduced travel and business operations associated with the COVID-19 pandemic;
|
•
|
decreased income from equity method investments of $1.31 billion largely due to impairments of equity method investments of $1.32 billion primarily driven by the effects of COVID-19 and the decline in commodity prices; and
|
•
|
decreased net gain of $210 million mainly due to the absence of a $207 million gain recognized in 2019 in connection with MPC’s exchange of its undivided interest in the Capline pipeline system for an equity ownership in Capline LLC.
|
•
|
decreased cost of revenues of $3.14 billion mainly due to lower refined product sales volumes, which decreased 81 mbpd primarily due to reduced travel and business operations associated with the COVID-19 pandemic;
|
•
|
an inventory market valuation adjustment charge of $3.22 billion primarily driven by the effects of COVID-19 and the decline in commodity prices;
|
•
|
impairment expense of $7.82 billion recorded for goodwill and long-lived assets of $7.33 billion and $492 million, respectively, primarily driven by the effects of COVID-19 and the decline in commodity prices; and
|
•
|
increased other taxes of $65 million primarily due to increased property and environmental taxes of approximately $34 million and $21 million, respectively. Property taxes increased in the current period mainly due to the absence of property tax refunds received in the first quarter of 2019 and environmental taxes increased largely due to the reinstatement of the Oil Spill Tax in 2020 after not being active in 2019.
|
(a)
|
Includes intersegment sales and sales destined for export.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Refining & Marketing Operating Statistics
|
|
|
|
|
||||
Net refinery throughput (mbpd)
|
|
2,994
|
|
|
3,084
|
|
||
Refining & Marketing margin per barrel(a)(b)
|
|
$
|
11.30
|
|
|
$
|
11.17
|
|
Less:
|
|
|
|
|
||||
Refining operating costs per barrel(c)
|
|
6.00
|
|
|
5.58
|
|
||
Distribution costs per barrel(d)
|
|
4.73
|
|
|
4.65
|
|
||
Refining planned turnaround costs per barrel
|
|
1.21
|
|
|
0.68
|
|
||
Depreciation and amortization per barrel
|
|
1.64
|
|
|
1.54
|
|
||
Plus:
|
|
|
|
|
||||
Other per barrel(e)
|
|
—
|
|
|
0.07
|
|
||
Refining & Marketing segment loss per barrel
|
|
$
|
(2.28
|
)
|
|
$
|
(1.21
|
)
|
(a)
|
Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
(c)
|
Includes refining operating costs 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 $3.15 and $2.83 for the three months ended March 31, 2020 and 2019, respectively. Excludes depreciation and amortization expense.
|
(e)
|
Includes income from equity method investments, net gain on disposal of assets and other income.
|
|
|
Three Months Ended
March 31, |
||||||
Benchmark Spot Prices (dollars per gallon)
|
|
2020
|
|
2019
|
||||
Chicago CBOB unleaded regular gasoline
|
$
|
1.21
|
|
|
$
|
1.51
|
|
|
Chicago ULSD
|
1.43
|
|
|
1.84
|
|
|||
USGC CBOB unleaded regular gasoline
|
1.25
|
|
|
1.52
|
|
|||
USGC ULSD
|
1.47
|
|
|
1.88
|
|
|||
LA CARBOB
|
|
1.54
|
|
|
1.82
|
|
||
LA CARB diesel
|
|
1.63
|
|
|
1.92
|
|
||
|
|
|
|
|
||||
Market Indicators (dollars per barrel)
|
|
|
|
|
||||
LLS
|
|
$
|
47.65
|
|
|
$
|
62.34
|
|
WTI
|
|
45.78
|
|
|
54.90
|
|
||
ANS
|
|
51.03
|
|
|
64.48
|
|
||
Crack Spreads:
|
|
|
|
|
||||
Mid-Continent WTI 3-2-1
|
$
|
7.39
|
|
|
$
|
11.70
|
|
|
USGC LLS 3-2-1
|
6.48
|
|
|
5.23
|
|
|||
West Coast ANS 3-2-1
|
12.68
|
|
|
11.91
|
|
|||
Blended 3-2-1(a)
|
8.31
|
|
|
9.29
|
|
|||
Crude Oil Differentials:
|
|
|
|
|||||
Sweet
|
$
|
(0.70
|
)
|
|
$
|
(3.30
|
)
|
|
Sour
|
(4.90
|
)
|
|
(3.13
|
)
|
(a)
|
Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 38/38/24 percent in 2020 and 2019. These blends are based on our refining capacity by region in each period.
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
Refining & Marketing Operating Statistics
|
|
|
|
||
Refined product export sales volumes (mbpd)(a)
|
383
|
|
|
430
|
|
Crude oil capacity utilization percent(b)
|
91
|
|
|
95
|
|
Refinery throughputs (mbpd):(c)
|
|
|
|
||
Crude oil refined
|
2,784
|
|
|
2,869
|
|
Other charge and blendstocks
|
210
|
|
|
215
|
|
Net refinery throughput
|
2,994
|
|
|
3,084
|
|
Sour crude oil throughput percent
|
49
|
|
|
52
|
|
Sweet crude oil throughput percent
|
51
|
|
|
48
|
|
Refined product yields (mbpd):(c)
|
|
|
|
||
Gasoline
|
1,488
|
|
|
1,533
|
|
Distillates
|
1,020
|
|
|
1,091
|
|
Propane
|
58
|
|
|
53
|
|
Feedstocks and petrochemicals
|
352
|
|
|
330
|
|
Heavy fuel oil
|
37
|
|
|
45
|
|
Asphalt
|
80
|
|
|
80
|
|
Total
|
3,035
|
|
|
3,132
|
|
(a)
|
Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volume amounts.
|
(b)
|
Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.
|
(c)
|
Excludes inter-refinery volumes which totaled 78 mbpd and 76 mbpd for the three months ended March 31, 2020 and 2019, respectively.
|
(a)
|
The price paid by consumers or direct dealers less the cost of refined products, including transportation, consumer excise taxes and bankcard processing fees (where applicable), divided by gasoline and distillate sales volume. Excludes LCM inventory valuation adjustments.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
|
|
Three Months Ended
March 31, |
||||||
Key Financial and Operating Data
|
|
2020
|
|
2019
|
||||
Average fuel sales prices (dollars per gallon)
|
$
|
2.41
|
|
|
$
|
2.58
|
|
|
Merchandise sales (in millions)
|
|
$
|
1,461
|
|
|
$
|
1,413
|
|
Merchandise margin (in millions)(a)(b)
|
$
|
414
|
|
|
$
|
407
|
|
|
Same store gasoline sales volume (period over period)(c)
|
(8.3
|
)%
|
|
(3.2
|
)%
|
|||
Same store merchandise sales (period over period)(c)(d)
|
0.7
|
%
|
|
5.4
|
%
|
|||
Convenience stores at period-end
|
|
3,881
|
|
|
3,918
|
|
||
Direct dealer locations at period-end
|
1,070
|
|
|
1,062
|
|
(a)
|
The price paid by the consumers less the cost of merchandise.
|
(b)
|
See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure.
|
(c)
|
Same store comparison includes only locations owned at least 13 months.
|
(d)
|
Excludes cigarettes.
|
(a)
|
On owned common-carrier pipelines, excluding equity method investments.
|
(b)
|
Includes amounts related to unconsolidated equity method investments on a 100 percent basis.
|
|
|
Three Months Ended
March 31, |
||||||
Benchmark Prices
|
|
2020
|
|
2019
|
||||
Natural Gas NYMEX HH ($ per MMBtu)
|
$
|
1.87
|
|
|
$
|
2.87
|
|
|
C2 + NGL Pricing ($ per gallon)(a)
|
$
|
0.40
|
|
|
$
|
0.62
|
|
(a)
|
C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, 6 percent iso-butane, 12 percent normal butane and 12 percent natural gasoline.
|
Key Financial Information (in millions)
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
Items not allocated to segments:
|
|
|
|
|||||
Corporate and other unallocated items(a)
|
$
|
(227
|
)
|
|
$
|
(191
|
)
|
|
Capline restructuring gain
|
—
|
|
|
207
|
|
|||
Transaction-related costs
|
(35
|
)
|
|
(91
|
)
|
|||
Impairments
|
(9,137
|
)
|
|
—
|
|
|||
Inventory market valuation adjustment
|
(3,220
|
)
|
|
—
|
|
(a)
|
Corporate and other unallocated items consist 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.
|
|
|
|
Three Months Ended
March 31, |
||||||
Reconciliation of Refining & Marketing income from operations to Refining & Marketing margin (in millions)
|
|
2020
|
|
2019
|
|||||
Refining & Marketing income from operations
|
|
$
|
(622
|
)
|
|
$
|
(334
|
)
|
|
Plus (Less):
|
|
|
|
|
|||||
Refining operating costs(a)
|
|
1,636
|
|
|
1,552
|
|
|||
Refining depreciation and amortization
|
|
401
|
|
|
387
|
|
|||
Refining planned turnaround costs
|
|
329
|
|
|
186
|
|
|||
Distribution costs(b)
|
|
1,290
|
|
|
1,290
|
|
|||
Distribution depreciation and amortization
|
|
46
|
|
|
40
|
|
|||
(Income) loss from equity method investments
|
|
3
|
|
|
(1
|
)
|
|||
Net gain on disposal of assets
|
|
—
|
|
|
(6
|
)
|
|||
Other income
|
|
(4
|
)
|
|
(14
|
)
|
|||
Refining & Marketing margin
|
|
$
|
3,079
|
|
|
$
|
3,100
|
|
(a)
|
Includes refining major maintenance and operating costs. Excludes planned turnaround and depreciation and amortization expense.
|
(b)
|
Includes fees paid to MPLX of $858 million and $786 million for the first quarter of 2020 and 2019, respectively. Excludes depreciation and amortization expense.
|
|
|
|
Three Months Ended
March 31, |
||||||
Reconciliation of Retail income from operations to Retail total margin (in millions)
|
|
2020
|
|
2019
|
|||||
Retail income from operations
|
|
$
|
519
|
|
|
$
|
170
|
|
|
Plus (Less):
|
|
|
|
|
|||||
Operating, selling, general and administrative expenses
|
|
598
|
|
|
583
|
|
|||
Depreciation and amortization
|
|
125
|
|
|
126
|
|
|||
Income from equity method investments
|
|
(22
|
)
|
|
(17
|
)
|
|||
Net gain on disposal of assets
|
|
(1
|
)
|
|
(2
|
)
|
|||
Other income
|
|
(49
|
)
|
|
(2
|
)
|
|||
Retail total margin
|
|
$
|
1,170
|
|
|
$
|
858
|
|
|
|
|
|
|
|
|||||
Retail total margin:
|
|
|
|
|
|||||
Fuel margin
|
|
$
|
731
|
|
|
$
|
429
|
|
|
Merchandise margin
|
|
414
|
|
|
407
|
|
|||
Other margin
|
|
25
|
|
|
22
|
|
|||
Retail total margin
|
|
$
|
1,170
|
|
|
$
|
858
|
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2020
|
|
2019
|
||||
Net cash provided by (used in):
|
|
|
|
|||||
Operating activities
|
$
|
(768
|
)
|
|
$
|
1,623
|
|
|
Investing activities
|
(1,088
|
)
|
|
(1,520
|
)
|
|||
Financing activities
|
2,021
|
|
|
(920
|
)
|
|||
Total increase (decrease) in cash
|
$
|
165
|
|
|
$
|
(817
|
)
|
•
|
a decrease in additions to property, plant and equipment of $179 million primarily due to decreased capital expenditures in the first three months of 2020 in our Midstream and Refining & Marketing segments; and
|
•
|
a decrease in net investments of $231 million largely due to investments in the first quarter of 2019 connection with the construction of the Gray Oak Pipeline, which began initial start-up in the fourth quarter of 2019.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2020
|
|
2019
|
||||
Additions to property, plant and equipment per the consolidated statements of cash flows
|
$
|
1,062
|
|
|
$
|
1,241
|
|
|
Decrease in capital accruals
|
(166
|
)
|
|
(235
|
)
|
|||
Total capital expenditures
|
896
|
|
|
1,006
|
|
|||
Investments in equity method investees (excludes acquisitions)
|
169
|
|
|
325
|
|
|||
Total capital expenditures and investments
|
$
|
1,065
|
|
|
$
|
1,331
|
|
•
|
Long-term debt borrowings and repayments were a net $2.73 billion source of cash in the first three months of 2020 compared to a net $573 million source of cash in the first three months of 2019. During the first three months of 2020, MPC had borrowings of $2.0 billion under its revolving credit facility, borrowed and repaid $925 million under its trade receivables facility and MPLX had net borrowings of $750 million under its revolving credit facility. During the first three months of 2019, MPLX had net borrowings of $425 million under its revolving credit facility and ANDX had net borrowings of $159 million under its revolving credit facility. MPLX completed its acquisition of ANDX on July 30, 2019.
|
•
|
Cash used in common stock repurchases decreased $885 million in the first three months of 2020 compared to the first three months of 2019. There were no share repurchases in the first three months of 2020 compared to $885 million in the first three months of 2019. See Note 8 to the unaudited consolidated financial statements for further discussion of share repurchases.
|
•
|
Cash used in dividend payments increased $23 million in the first three months of 2020 compared to the first three months of 2019, primarily due to a $0.05 per share increase in our base dividend, partially offset by a reduction of shares resulting from share repurchases in 2019. Our dividend payments were $0.58 per common share in the first three months of 2020 compared to $0.53 per common share in the first three months of 2019.
|
•
|
Contributions from noncontrolling interests decreased $95 million in the first three months of 2020 compared to the first three months of 2019 primarily due to cash received in 2019 for an increased noncontrolling interest in an MPLX subsidiary.
|
|
|
March 31, 2020
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
Bank revolving credit facility(a)(b)
|
$
|
5,000
|
|
|
$
|
2,001
|
|
|
$
|
2,999
|
|
|
364-day bank revolving credit facility
|
1,000
|
|
|
—
|
|
|
$
|
1,000
|
|
|||
Trade receivables facility(c)
|
750
|
|
|
—
|
|
|
750
|
|
||||
Total
|
$
|
6,750
|
|
|
$
|
2,001
|
|
|
$
|
4,749
|
|
|
Cash and cash equivalents(d)
|
|
|
|
|
1,633
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
6,382
|
|
(a)
|
Excludes MPLX’s $3.50 billion bank revolving credit facility, which had approximately $2.75 billion available as of March 31, 2020.
|
(b)
|
Outstanding borrowings include $1 million in letters of credit outstanding under this facility.
|
(c)
|
Availability under our $750 million trade receivables facility is a function of eligible trade receivables, which will be lower in a sustained lower price environment for refined products. As of April 30, 2020 eligible trade receivables supported borrowings of approximately $517 million.
|
(d)
|
Excludes MPLX cash and cash equivalents of $57 million.
|
(Dollars in millions)
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Outstanding
Letters
of Credit
|
|
Available
Capacity
|
|
Expiration
|
||||||||
MPC 364-day bank revolving credit facility
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
September 2020
|
MPC 364-day bank revolving credit facility
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
April 2021
|
||||
MPC bank revolving credit facility(a)
|
|
5,000
|
|
|
750
|
|
|
1
|
|
|
4,249
|
|
|
October 2023
|
||||
MPC trade receivables securitization facility(b)
|
|
517
|
|
|
—
|
|
|
—
|
|
|
517
|
|
|
July 2021
|
||||
Available capacity, excluding MPLX, as of May 5, 2020
|
|
|
|
|
|
|
|
6,766
|
|
|
|
(a)
|
Borrowed $2 billion on March 30, 2020 and $1.5 billion in April. Repaid $2.75 billion in May.
|
(b)
|
Availability under our $750 million trade receivables facility is a function of eligible trade receivables, which will be lower in a sustained lower price environment for refined products. As of April 30, 2020 eligible trade receivables supported borrowings of approximately $517 million.
|
Company
|
Rating Agency
|
Rating
|
MPC
|
Moody’s
|
Baa2 (negative outlook)
|
|
Standard & Poor’s
|
BBB (negative outlook)
|
|
Fitch
|
BBB (negative outlook)
|
|
|
March 31, 2020
|
||||||||||
(In millions)
|
|
Total Capacity
|
|
Outstanding Borrowings
|
|
Available
Capacity
|
||||||
MPLX LP - bank revolving credit facility
|
$
|
3,500
|
|
|
$
|
750
|
|
|
$
|
2,750
|
|
|
MPC Intercompany Loan Agreement
|
1,500
|
|
|
—
|
|
|
1,500
|
|
||||
Total
|
$
|
5,000
|
|
|
$
|
750
|
|
|
$
|
4,250
|
|
|
Cash and cash equivalents
|
|
|
|
|
57
|
|
||||||
Total liquidity
|
|
|
|
|
$
|
4,307
|
|
Company
|
Rating Agency
|
Rating
|
MPLX
|
Moody’s
|
Baa2 (negative outlook)
|
|
Standard & Poor’s
|
BBB (negative outlook)
|
|
Fitch
|
BBB (negative outlook)
|
|
|
Capital Investment Plan
|
||||||||||
(In millions)
|
|
Revised 2020 Outlook
|
|
Original 2020 Guidance
|
|
Reduction
|
||||||
MPC, excluding MPLX
|
|
|
|
|
|
|
||||||
Refining & Marketing
|
|
$
|
1,300
|
|
|
$
|
1,550
|
|
|
$
|
(250
|
)
|
Retail
|
|
300
|
|
|
550
|
|
|
(250
|
)
|
|||
Midstream - Other
|
|
230
|
|
|
300
|
|
|
(70
|
)
|
|||
Corporate and Other
|
|
120
|
|
|
200
|
|
|
(80
|
)
|
|||
Total MPC, excluding MPLX
|
|
$
|
1,950
|
|
|
$
|
2,600
|
|
|
$
|
(650
|
)
|
|
|
|
|
|
|
|
||||||
Midstream - MPLX
|
|
$
|
1,050
|
|
|
$
|
1,750
|
|
|
$
|
(700
|
)
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2020
|
|
2019
|
||||
MPC, excluding MPLX
|
|
|
|
|
||||
Refining & Marketing
|
|
$
|
459
|
|
|
$
|
394
|
|
Retail
|
|
76
|
|
|
73
|
|
||
Midstream - Other
|
|
76
|
|
|
194
|
|
||
Corporate and Other(a)
|
|
56
|
|
|
41
|
|
||
Total MPC, excluding MPLX
|
|
$
|
667
|
|
|
$
|
702
|
|
|
|
|
|
|
||||
Midstream - MPLX
|
|
$
|
398
|
|
|
$
|
629
|
|
(a)
|
Includes capitalized interest of $29 million and $31 million for the three months ended March 31, 2020 and 2019, respectively.
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2020
|
|
2019
|
||||
Number of shares repurchased
|
—
|
|
|
14
|
|
||
Cash paid for shares repurchased
|
$
|
—
|
|
|
$
|
885
|
|
Average cost per share
|
$
|
—
|
|
|
$
|
62.98
|
|
•
|
Future operating performance. Our estimates of future operating performance 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 natural gas liquid processing volumes are based on internal forecasts prepared by our Refining & Marketing, Retail and Midstream segments operations personnel. Assumptions about the effects of COVID-19 on our future volumes are inherently subjective and contingent upon the duration of the pandemic, which is difficult to forecast.
|
•
|
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.
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
|
2020
|
|
2019
|
||||
Realized gain on settled derivative positions
|
$
|
2
|
|
|
$
|
39
|
|
|
Unrealized gain (loss) on open net derivative positions
|
213
|
|
|
(139
|
)
|
|||
Net gain (loss)
|
$
|
215
|
|
|
$
|
(100
|
)
|
|
|
Change in IFO from a
Hypothetical Price Increase of |
|
Change in IFO from a
Hypothetical Price Decrease of |
||||||||||||
(In millions)
|
|
10%
|
|
25%
|
|
10%
|
|
25%
|
||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|||||||||
Crude
|
$
|
(56
|
)
|
|
$
|
(140
|
)
|
|
$
|
58
|
|
|
$
|
144
|
|
|
Refined products
|
12
|
|
|
29
|
|
|
(12
|
)
|
|
(29
|
)
|
|||||
Blending products
|
(2
|
)
|
|
(5
|
)
|
|
2
|
|
|
5
|
|
|||||
Embedded derivatives
|
(5
|
)
|
|
(11
|
)
|
|
5
|
|
|
11
|
|
(In millions)
|
|
Fair Value as of March 31, 2020(a)
|
|
Change in
Fair Value(b) |
|
Change in Net Income for the Three Months Ended
March 31, 2020(c)
|
|||||
Long-term debt
|
|
|
|
|
|
||||||
Fixed-rate
|
$
|
22,289
|
|
|
$
|
1,772
|
|
|
n/a
|
|
|
Variable-rate
|
3,751
|
|
|
n/a
|
|
|
8
|
|
(a)
|
Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
|
(b)
|
Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at March 31, 2020.
|
(c)
|
Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of debt outstanding for the three months ended March 31, 2020.
|
•
|
any derivative action or proceeding brought on behalf of MPC;
|
•
|
any action asserting a claim of breach of a fiduciary duty owed by any director or officer of MPC to MPC or its stockholders
|
•
|
any action asserting a claim against MPC arising pursuant to any provision of the General Corporation Law of the State of Delaware, MPC’s Restated Certificate of Incorporation, any Preferred Stock Designation or the Bylaws of MPC; or
|
•
|
any other action asserting a claim against MPC or any Director or officer of MPC that is governed by or subject to the internal affairs doctrine for choice of law purposes.
|
Period
|
|
Total Number
of Shares Purchased(a) |
|
Average
Price Paid per Share(b) |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs(c) |
||||||
01/01/2020-01/31/2020
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,954,604,016
|
|
|
02/01/2020-02/29/2020
|
1,572
|
|
|
53.37
|
|
|
—
|
|
|
2,954,604,016
|
|
|||
03/01/2020-03/31/2020
|
22,722
|
|
|
46.95
|
|
|
—
|
|
|
2,954,604,016
|
|
|||
Total
|
24,294
|
|
|
47.37
|
|
|
—
|
|
|
|
(a)
|
The amounts in this column include 0, 1,572 and 22,722 shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in January, February and March, respectively.
|
(b)
|
Amounts in this column reflect the weighted average price paid for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.
|
(c)
|
On April 30, 2018, we announced that our board of directors had approved a $5.0 billion share repurchase authorization. This share repurchase authorization has no expiration date. The share repurchase authorization announced on April 30, 2018, together with prior authorizations, results in a total of $18.0 billion of share repurchase authorizations since January 1, 2012.
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|
Furnished
Herewith
|
||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing
Date
|
|
SEC File
No.
|
|
|||
2.1*
|
|
|
8-K
|
|
2.1
|
|
4/30/2018
|
|
001-35054
|
|
|
|
|
|
2.2
|
|
|
S-4/A
|
|
2.2
|
|
7/5/2018
|
|
333-225244
|
|
|
|
|
|
2.3
|
|
|
8-K
|
|
2.1
|
|
9/18/2018
|
|
001-35054
|
|
|
|
|
|
2.4 *
|
|
|
8-K
|
|
2.1
|
|
5/8/2019
|
|
001-35054
|
|
|
|
|
|
3.1
|
|
|
8-K
|
|
3.2
|
|
10/1/2018
|
|
001-35054
|
|
|
|
|
|
3.2
|
|
|
10-K
|
|
3.2
|
|
2/28/2019
|
|
001-35054
|
|
|
|
|
|
4.1
|
|
|
8-K
|
|
4.1
|
|
4/27/2020
|
|
001-35054
|
|
|
|
|
|
10.1
|
|
|
8-K
|
|
10.1
|
|
4/27/2020
|
|
001-35054
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
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X
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10.3
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X
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10.4
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X
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10.5
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X
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10.6
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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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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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|
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X
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101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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|
|
|
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X
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101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
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|
|
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X
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101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
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X
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101.LAB
|
|
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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Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Marathon Petroleum Corporation hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.
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May 7, 2020
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MARATHON PETROLEUM CORPORATION
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|
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By:
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/s/ John J. Quaid
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John J. Quaid
Senior Vice President and Controller
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2.
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Vesting and Forfeiture of Restricted Stock Units.
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(i)
|
one-third of the Restricted Stock Units shall vest upon the completion of the service period which commences on the Grant Date and ends on the first anniversary of the Grant Date;
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(ii)
|
an additional one-third of the Restricted Stock Units shall vest upon the completion of the service period which commences on the first anniversary of the Grant Date and ends on the second anniversary of the Grant Date; and
|
(iii)
|
all remaining Restricted Stock Units shall vest upon the completion of the service period which commences on the second anniversary of the Grant Date and ends on the third anniversary of the Grant Date;
|
(i)
|
the Participant’s death;
|
(ii)
|
the termination of the Participant’s Employment due to Mandatory Retirement; or
|
(iii)
|
the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.
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Marathon Petroleum Corporation
|
||
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By
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Authorized Officer
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(i)
|
one-third of the Option Shares shall become exercisable on the first anniversary of the Grant Date;
|
(ii)
|
an additional one-third of the Option Shares shall become exercisable on the second anniversary of the Grant Date; and
|
(iii)
|
the remaining one-third of the Option Shares shall become exercisable on the third anniversary of the Grant Date;
|
(i)
|
the Participant’s death;
|
(ii)
|
the termination of the Participant’s Employment due to Retirement; or
|
(iii)
|
the Participant’s Qualified Termination, provided that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.
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|
|
Marathon Petroleum Corporation
|
||
|
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By
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|
Authorized Officer
|
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|
|
(i)
|
January 1, 2020 through December 31, 2020;
|
(ii)
|
January 1, 2021 through December 31, 2021;
|
(iii)
|
January 1, 2022 through December 31, 2022; and
|
(iv)
|
January 1, 2020 through December 31, 2022.
|
TSR Performance Percentile
|
Payout Percentage
|
Ranked below 30th percentile
|
0%
|
Ranked at 30th percentile
|
50%
|
Ranked at 50th percentile
|
100%
|
Ranked at the 100th percentile
|
200%
|
|
|
Marathon Petroleum Corporation
|
||
|
|
|
|
|
|
|
|
|
|
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By
|
|
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|
Authorized Officer
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
one-third of the Phantom Units shall vest on the first anniversary of the Grant Date;
|
(ii)
|
an additional one-third of the Phantom Units shall vest on the second anniversary of the Grant Date; and
|
(iii)
|
all remaining Phantom Units shall vest on the third anniversary of the Grant Date;
|
(i)
|
the Participant’s death;
|
(ii)
|
the termination of the Participant’s Employment due to Mandatory Retirement; or
|
(iii)
|
the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.
|
|
|
MPLX GP LLC
|
||
|
|
|
|
|
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|
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|
|
By
|
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|
|
|
|
Authorized Officer
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)
|
January 1, 2020 through December 31, 2020;
|
(ii)
|
January 1, 2021 through December 31, 2021;
|
(iii)
|
January 1, 2022 through December 31, 2022; and
|
(iv)
|
January 1, 2020 through December 31, 2022.
|
(I)
|
First, the Board shall determine the TUR Performance Percentile, and then the TUR Period Percentage as follows (using straight-line interpolation between threshold level (30th percentile) and target level (50th percentile) and between target level and maximum (100th percentile)):
|
TUR Performance Percentile
|
TUR Period Percentage
|
Ranked below 30th percentile
|
0%
|
Ranked at 30th percentile
|
50%
|
Ranked at 50th percentile
|
100%
|
Ranked at the 100th percentile
|
200%
|
(II)
|
Notwithstanding anything herein to the contrary, if the Partnership’s Total Unitholder Return calculated for the applicable performance period is negative, then the TUR Period Percentage for that performance period will not exceed 100% regardless of the TUR Performance Percentile for the performance period.
|
(III)
|
Notwithstanding anything herein to the contrary, the Board has sole and absolute authority and discretion to reduce the TUR Payout Percentage as it may deem appropriate.
|
(i)
|
January 1, 2020 through December 31, 2020;
|
(ii)
|
January 1, 2021 through December 31, 2021; and
|
(iii)
|
January 1, 2022 through December 31, 2022.
|
(i)
|
the product of the DCF Payout Percentage for first performance period and $0.167;
|
(ii)
|
the product of the DCF Payout Percentage for second performance period and $0.167; and
|
(iii)
|
the product of the DCF Payout Percentage for the third performance period and $0.166.
|
|
|
MPLX GP LLC
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
|
|
|
|
Authorized Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this report on Form 10-Q of Marathon Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 2020
|
|
/s/ Michael J. Hennigan
|
|
|
|
Michael J. Hennigan
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Marathon Petroleum Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 7, 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.
|
May 7, 2020
|
|
|
|
/s/ Michael J. Hennigan
|
|
Michael J. Hennigan
|
|
President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 7, 2020
|
|
|
|
/s/ Donald C. Templin
|
|
Donald C. Templin
|
|
Executive Vice President and Chief Financial Officer
|
|