NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
We are a leading, integrated, downstream energy company headquartered in Findlay, Ohio. We operate the nation's largest refining system. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to consumers through our Retail business segment and to independent entrepreneurs who operate approximately 7,000 branded outlets. Our retail operations own and operate approximately 3,870 retail transportation fuel and convenience stores across the United States and also sell transportation fuel to consumers through approximately 1,070 direct dealer locations under long-term supply contracts. MPC’s midstream operations are primarily conducted through MPLX LP (“MPLX”), which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing, and fractionation assets. We own the general partner and a majority limited partner interest in MPLX.
See Note 23 Subsequent Events for information regarding the announced agreement to sell our Speedway business.
Basis of Presentation
All significant intercompany transactions and accounts have been eliminated.
Certain prior period financial statement amounts have been reclassified to conform to current period presentation.
These interim consolidated financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements.
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year.
2. ACCOUNTING STANDARDS
Recently Adopted
Effective January 1, 2020, we adopted ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” using the modified retrospective transition method. The amendment requires entities to consider a broader range of information to estimate expected credit losses, which may result in earlier recognition of losses. The ASU requires the company to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables, and off-balance sheet credit exposures. Adoption of the standard did not have a material impact on our financial statements.
We are exposed to credit losses primarily through our sales of refined petroleum products, crude oil and midstream services. We assess each customer’s ability to pay through our credit review process. The credit review process considers various factors such as external credit ratings, a review of financial statements to determine liquidity, leverage, trends and business specific risks, market information, pay history and our business strategy. Customers that do not qualify for payment terms are required to prepay or provide a letter of credit. We monitor our ongoing credit exposure through timely review of customer payment activity. At June 30, 2020, we reported $4,361 million of accounts and notes receivable, net of allowances of $18 million.
We are also exposed to credit losses from off-balance sheet exposures, such as guarantees of joint venture debt. See Note 22 for more information on these off-balance sheet exposures.
We also adopted the following ASUs during the first six months of 2020, which also did not have a material impact to our financial statements or financial statement disclosures:
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|
|
|
|
ASU
|
|
|
Effective Date
|
2018-13
|
Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
|
January 1, 2020
|
2020-04
|
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
|
|
April 1, 2020
|
Not Yet Adopted
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. Amendments include removal of certain exceptions to the general principles of ASC 740 and simplification in several other areas such as accounting for a franchise tax or similar tax that is partially based on income. The change is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. We do not expect the application of this ASU to have a material impact on our consolidated financial statements.
3. MASTER LIMITED PARTNERSHIP
We own the general partner and a majority limited partner interest in MPLX, which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing, and fractionation assets. We control MPLX through our ownership of the general partner interest and as of June 30, 2020 we owned approximately 63 percent of the outstanding MPLX common units.
MPLX’s Acquisition of ANDX
On July 30, 2019, MPLX completed its acquisition of Andeavor Logistics LP (“ANDX”), and ANDX survived as a wholly owned subsidiary of MPLX. At the effective time of the ANDX acquisition, each common unit held by ANDX’s public unitholders was converted into the right to receive 1.135 MPLX common units. ANDX common units held by MPC were converted into the right to receive 1.0328 MPLX common units. Additionally, as a result of MPLX’s acquisition of ANDX, 600,000 ANDX preferred units were converted into 600,000 preferred units of MPLX (“Series B preferred units”). Series B preferred unitholders are entitled to receive, when and if declared by the board, a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on February 15 and August 15, or the first business day thereafter, up to and including February 15, 2023. After February 15, 2023, the holders of Series B preferred units are entitled to receive cumulative, quarterly distributions payable in arrears on the 15th day of February, May, August and November of each year, or the first business day thereafter, based on a floating annual rate equal to the three month LIBOR plus 4.652 percent.
MPC accounted for this transaction as a common control transaction, as defined by ASC 805, which resulted in an increase to noncontrolling interest and a decrease to additional paid-in capital of approximately $55 million, net of tax. During the third quarter of 2019, we pushed down to MPLX the portion of the goodwill attributable to ANDX as of October 1, 2018, the date of our acquisition of Andeavor. Due to this push down of goodwill, we also recorded an incremental $642 million deferred tax liability associated with the portion of the non-deductible goodwill attributable to the noncontrolling interest in MPLX with an offsetting reduction of our additional paid-in capital balance. We have consolidated ANDX since we acquired Andeavor on October 1, 2018 in accordance with ASC 810.
Agreements
We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX provides transportation, storage, distribution and marketing services to us. With certain exceptions, these agreements generally contain minimum volume commitments. These transactions are eliminated in consolidation but are reflected as intersegment transactions between our Refining & Marketing and Midstream segments. We also have agreements with MPLX that establish fees for operational and management services provided between us and MPLX and for executive management services and certain general and administrative services provided by us to MPLX. These transactions are eliminated in consolidation but are reflected as intersegment transactions between our Corporate and Midstream segments.
Noncontrolling Interest
As a result of equity transactions of MPLX and ANDX, we are required to adjust non-controlling interest and additional paid-in capital. Changes in MPC’s additional paid-in capital resulting from changes in its ownership interests in MPLX and ANDX were as follows:
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|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
Increase due to the issuance of MPLX & ANDX common units
|
$
|
4
|
|
|
$
|
7
|
|
Tax impact
|
(1
|
)
|
|
(2
|
)
|
Increase in MPC's additional paid-in capital, net of tax
|
$
|
3
|
|
|
$
|
5
|
|
4. IMPAIRMENTS
The outbreak of COVID-19 and its development into a pandemic in March 2020 have resulted in significant economic disruption globally. Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19 through social distancing have restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe. This has in turn significantly reduced global economic activity and resulted in a decrease in motor vehicle use at a time when seasonal driving patterns typically result in an increase of consumer demand for gasoline and a dramatic reduction in airline flights. These macroeconomic conditions and certain global geopolitical events in the first quarter of 2020 contributed to a significant decline in crude oil prices as well as an increase in crude oil price volatility. The decrease in demand for refined petroleum products coupled with the decline in the price of crude oil has resulted in a significant decrease in the price and volume of the refined petroleum products we produce and sell as compared to the three and six months ended June 30, 2019.
During the first quarter of 2020, the overall deterioration in the economy and the environment in which we operate, the related changes to our expected future cash flows, as well as a sustained decrease in share price were considered triggering events requiring various impairment assessments of the carrying values of our assets, which resulted in the impairment charges discussed below.
The table below provides information related to the impairments recognized during the three and six months ended June 30, 2020 and the location of these impairments within the consolidated statements of income.
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|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
Income Statement Line
|
2020
|
|
2020
|
Goodwill
|
Impairment expense
|
$
|
—
|
|
|
$
|
7,330
|
|
Equity method investments
|
Income (loss) from equity method investments
|
—
|
|
|
1,315
|
|
Long-lived assets
|
Impairment expense(a)
|
25
|
|
|
517
|
|
Total impairments
|
|
$
|
25
|
|
|
$
|
9,162
|
|
|
|
(a)
|
Impairment expense in the three months ended June 30, 2020 is related to a Midstream terminal asset with remaining net book value of $10 million.
|
Goodwill
During the first quarter of 2020, we recorded an impairment of goodwill of $7.33 billion. See the table below for detail by segment. The goodwill impairment within the Refining & Marketing segment was primarily driven by the effects of COVID-19 and the decline in commodity prices. The impairment within the Midstream segment was primarily driven by additional information related to the slowing of drilling activity, which has reduced production growth forecasts from MPLX’s producer customers.
The fair value of the reporting units for the goodwill impairment analysis was determined based on applying both a discounted cash flow or income approach as well as a market approach. The discounted cash flow fair value estimate is based on known or knowable information at the measurement date. The significant assumptions that were used to develop the estimates of the fair values under the discounted cash flow method included management’s best estimates of the expected future results and discount rates, which range from 9.0 percent to 13.5 percent. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the interim goodwill impairment test will prove to be an accurate prediction of the future. The fair value measurements for the individual reporting units’ overall fair values represent Level 3 measurements.
The changes in carrying amount of goodwill were as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 June 30, 2020
|
$
|
—
|
|
|
$
|
4,951
|
|
|
$
|
7,759
|
|
|
$
|
12,710
|
|
Equity Method Investments
During the first quarter of 2020, we recorded equity method investment impairment charges totaling $1.315 billion, of which $1.25 billion related to MarkWest Utica EMG, L.L.C. and its investment in Ohio Gathering Company, L.L.C. The impairments were largely due to a reduction in forecasted volumes gathered and processed by the systems operated by the joint ventures. The fair value of the investments was determined based upon applying the discounted cash flow method, which is an income approach. The discounted cash flow fair value estimate is based on known or knowable information at the interim measurement date. The significant assumptions that were used to develop the estimate of the fair value under the discounted cash flow method include management’s best estimates of the expected future cash flows, including prices and volumes, the weighted average cost of capital and the long-term growth rate. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment test will prove to be an accurate prediction of the future. The fair value of these equity method investments represents a Level 3 measurement.
Long-lived Assets
Long-lived assets used in operations are assessed for impairment whenever changes in facts and circumstances indicate that the carrying value of the assets may not be recoverable based on the expected undiscounted future cash flow of an asset group. For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which generally is the refinery and associated distribution system level for Refining & Marketing segment assets, company-owned convenience store locations for Retail segment assets and the plant level or pipeline system level for Midstream segment assets. If the sum of the undiscounted estimated pretax cash flows is less than the carrying value of an asset group, fair value is calculated, and the carrying value is written down to the calculated fair value.
During the first quarter of 2020, we identified long-lived asset impairment triggers relating to all 16 of our refinery asset groups within the Refining & Marketing segment as a result of decreases to the Refining & Marketing segment expected future cash flows. The cash flows associated with these assets were significantly impacted by the effects of COVID-19 and commodity price declines. We assessed each refinery asset group for impairment by comparing the undiscounted estimated pretax cash flows to the carrying value of each asset group. Of the 16 refinery asset groups, only the Gallup refinery’s carrying value exceeded its undiscounted estimated pretax cash flows. It was determined that the fair value of the Gallup refinery’s property, plant and equipment was less than the carrying value. As a result, we recorded a charge of $142 million in the first quarter of 2020 to impairment expense on the consolidated statements of income. The fair value measurements for the Gallup refinery assets represent Level 3 measurements.
During the second quarter of 2020, we identified long-lived asset impairment triggers relating to all of our refinery asset groups within the Refining & Marketing segment, except the Gallup refinery which had been impaired in the first quarter, as a result of continued macroeconomic developments impacting the Refining & Marketing segment expected future cash flows. All of these refinery asset group’s undiscounted estimated pretax cash flows exceeded their carrying value by at least 17 percent. The determination of undiscounted estimated pretax cash flows utilized significant assumptions including management’s best estimates of the expected future cash flows, allocation of certain Refining & Marketing segment cash flows to the individual refineries, the estimated useful lives of the asset groups, and the salvage values of the refineries. On August 3, 2020, we announced our plans to evaluate possibilities to strategically reposition our Martinez refinery, including the potential conversion of the refinery into a renewable diesel facility. The outcome of our evaluation could result in an impairment triggering event and significantly change the assumptions and results of a future impairment test for the refinery’s long-lived assets.
The determinations of expected future cash flows and the salvage values of refineries require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of our impairment analysis will prove to be an accurate prediction of the future. Should our assumptions significantly change in future periods, it is possible we may determine the carrying values of certain of our refinery asset groups exceed the undiscounted estimated pretax cash flows of their refinery asset groups, which would result in future impairment charges.
During the first quarter of 2020, we identified an impairment trigger relating to asset groups within MPLX’s Western G&P reporting unit as a result of significant changes to expected future cash flows for these asset groups resulting from the effects of COVID-19. The cash flows associated with these assets were significantly impacted by volume declines reflecting decreased forecasted producer customer production as a result of lower commodity prices. We assessed each asset group within the Western G&P reporting unit for impairment. It was determined that the fair value of the East Texas G&P asset group’s underlying assets were less than the carrying value. As a result, MPLX recorded impairment charges totaling $350 million related to its property, plant and equipment and intangibles, which are included in impairment expense on our consolidated statements of income. Fair value of property, plant and equipment was determined using a combination of an income and cost
approach. The income approach utilized significant assumptions including management’s best estimates of the expected future cash flows and the estimated useful life of the asset group. The cost approach utilized assumptions for the current replacement costs of similar assets adjusted for estimated depreciation and deterioration of the existing equipment and economic obsolescence. The fair value of the intangibles was determined based on applying the multi-period excess earnings method, which is an income approach. Key assumptions included management’s best estimates of the expected future cash flows from existing customers, customer attrition rates and the discount rate. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment analysis will prove to be an accurate prediction of the future. The fair value measurements for the asset group fair values represent Level 3 measurements.
5. VARIABLE INTEREST ENTITIES
Consolidated VIE
We control MPLX through our ownership of its general partner. MPLX is a VIE because the limited partners do not have substantive kick-out or substantive participating rights over the general partner. We are the primary beneficiary of MPLX because in addition to our significant economic interest, we also have the ability, through our ownership of the general partner, to control the decisions that most significantly impact MPLX. We therefore consolidate MPLX and record a noncontrolling interest for the interest owned by the public. We also record a redeemable noncontrolling interest related to MPLX’s Series A preferred units.
The creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted. MPC has effectively guaranteed certain indebtedness of LOOP LLC (“LOOP”) and LOCAP LLC (“LOCAP”), in which MPLX holds an interest. See Note 22 for more information. The assets of MPLX can only be used to settle their own obligations and their creditors have no recourse to our assets, except as noted earlier.
The following table presents balance sheet information for the assets and liabilities of MPLX, which are included in our balance sheets.
|
|
|
|
|
|
|
|
|
(In millions)
|
June 30,
2020
|
|
December 31,
2019
|
Assets
|
|
|
|
Cash and cash equivalents
|
$
|
67
|
|
|
$
|
15
|
|
Receivables, less allowance for doubtful accounts
|
567
|
|
|
615
|
|
Inventories
|
115
|
|
|
110
|
|
Other current assets
|
49
|
|
|
110
|
|
Equity method investments
|
4,065
|
|
|
5,275
|
|
Property, plant and equipment, net
|
21,958
|
|
|
22,174
|
|
Goodwill
|
7,722
|
|
|
9,536
|
|
Right of use assets
|
341
|
|
|
365
|
|
Other noncurrent assets
|
1,074
|
|
|
1,323
|
|
Liabilities
|
|
|
|
Accounts payable
|
$
|
471
|
|
|
$
|
744
|
|
Payroll and benefits payable
|
2
|
|
|
5
|
|
Accrued taxes
|
83
|
|
|
80
|
|
Debt due within one year
|
3
|
|
|
9
|
|
Operating lease liabilities
|
69
|
|
|
66
|
|
Other current liabilities
|
265
|
|
|
259
|
|
Long-term debt
|
20,556
|
|
|
19,704
|
|
Deferred income taxes
|
11
|
|
|
12
|
|
Long-term operating lease liabilities
|
274
|
|
|
302
|
|
Deferred credits and other liabilities
|
442
|
|
|
409
|
|
6. RELATED PARTY TRANSACTIONS
Transactions with related parties were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Sales to related parties
|
$
|
106
|
|
|
$
|
186
|
|
|
$
|
271
|
|
|
$
|
372
|
|
Purchases from related parties
|
158
|
|
|
183
|
|
|
353
|
|
|
387
|
|
Sales to related parties, which are included in sales and other operating revenues, consist primarily of sales of refined products to PFJ Southeast, an equity affiliate which owns and operates travel plazas primarily in the Southeast region of the United States.
Purchases from related parties are included in cost of revenues. We obtain utilities, transportation services and purchase ethanol from certain of our equity affiliates.
7. EARNINGS PER SHARE
We compute basic earnings (loss) per share by dividing net income (loss) attributable to MPC less income allocated to participating securities by the weighted average number of shares of common stock outstanding. Since MPC grants certain incentive compensation awards to employees and non-employee directors that are considered to be participating securities, we have calculated our earnings (loss) per share using the two-class method. Diluted income (loss) per share assumes exercise of certain stock-based compensation awards, provided the effect is not anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions, except per share data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Basic
|
|
|
|
|
|
|
|
Allocation of earnings:
|
|
|
|
|
|
|
|
Net income (loss) attributable to MPC
|
$
|
9
|
|
|
$
|
1,106
|
|
|
$
|
(9,225
|
)
|
|
$
|
1,099
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Income (loss) available to common stockholders – basic
|
$
|
9
|
|
|
$
|
1,106
|
|
|
$
|
(9,225
|
)
|
|
$
|
1,098
|
|
Weighted average common shares outstanding
|
650
|
|
|
662
|
|
|
649
|
|
|
667
|
|
Basic earnings (loss) per share
|
$
|
0.01
|
|
|
$
|
1.67
|
|
|
$
|
(14.21
|
)
|
|
$
|
1.65
|
|
Diluted
|
|
|
|
|
|
|
|
Allocation of earnings:
|
|
|
|
|
|
|
|
Net income (loss) attributable to MPC
|
$
|
9
|
|
|
$
|
1,106
|
|
|
$
|
(9,225
|
)
|
|
$
|
1,099
|
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Income (loss) available to common stockholders – diluted
|
$
|
9
|
|
|
$
|
1,106
|
|
|
$
|
(9,225
|
)
|
|
$
|
1,098
|
|
Weighted average common shares outstanding
|
650
|
|
|
662
|
|
|
649
|
|
|
667
|
|
Effect of dilutive securities
|
3
|
|
|
4
|
|
|
—
|
|
|
5
|
|
Weighted average common shares, including dilutive effect
|
653
|
|
|
666
|
|
|
649
|
|
|
672
|
|
Diluted earnings (loss) per share
|
$
|
0.01
|
|
|
$
|
1.66
|
|
|
$
|
(14.21
|
)
|
|
$
|
1.63
|
|
The following table summarizes the shares that were anti-dilutive and, therefore, were excluded from the diluted share calculation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Shares issuable under stock-based compensation plans
|
9
|
|
|
4
|
|
|
11
|
|
|
3
|
|
8. EQUITY
As of June 30, 2020, we had $2.96 billion of remaining share repurchase authorizations from our board of directors. We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated share repurchases or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time.
Total share repurchases were as follows for the respective periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions, except per share data)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Number of shares repurchased
|
—
|
|
|
9
|
|
|
—
|
|
|
23
|
|
Cash paid for shares repurchased
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
1,385
|
|
Average cost per share
|
$
|
—
|
|
|
$
|
57.18
|
|
|
$
|
—
|
|
|
$
|
60.75
|
|
9. SEGMENT INFORMATION
We have three reportable segments: Refining & Marketing, Retail and Midstream. Each of these segments is organized and managed based upon the nature of the products and services it offers.
|
|
•
|
Refining & Marketing – refines crude oil and other feedstocks at our 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.
|
Segment income represents income (loss) from operations attributable to the reportable segments. Corporate administrative expenses, except for those attributable to MPLX, and costs related to certain non-operating assets are not allocated to the Refining & Marketing and Retail segments. In addition, certain items that affect comparability (as determined by the chief operating decision maker) are not allocated to the reportable segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Third party(a)
|
$
|
9,441
|
|
|
$
|
4,778
|
|
|
$
|
805
|
|
|
$
|
15,024
|
|
Intersegment
|
1,834
|
|
|
1
|
|
|
1,169
|
|
|
3,004
|
|
Segment revenues
|
$
|
11,275
|
|
|
$
|
4,779
|
|
|
$
|
1,974
|
|
|
$
|
18,028
|
|
Segment income (loss) from operations
|
$
|
(1,619
|
)
|
|
$
|
494
|
|
|
$
|
869
|
|
|
$
|
(256
|
)
|
|
|
|
|
|
|
|
|
Supplemental Data
|
|
|
|
|
|
|
|
Depreciation and amortization(b)
|
$
|
433
|
|
|
$
|
132
|
|
|
$
|
330
|
|
|
$
|
895
|
|
Capital expenditures and investments(c)
|
263
|
|
|
74
|
|
|
425
|
|
|
762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Third party(a)
|
$
|
23,654
|
|
|
$
|
8,944
|
|
|
$
|
931
|
|
|
$
|
33,529
|
|
Intersegment
|
5,466
|
|
|
2
|
|
|
1,218
|
|
|
6,686
|
|
Segment revenues
|
$
|
29,120
|
|
|
$
|
8,946
|
|
|
$
|
2,149
|
|
|
$
|
40,215
|
|
Segment income from operations
|
$
|
906
|
|
|
$
|
493
|
|
|
$
|
878
|
|
|
$
|
2,277
|
|
|
|
|
|
|
|
|
|
Supplemental Data
|
|
|
|
|
|
|
|
Depreciation and amortization(b)
|
$
|
411
|
|
|
$
|
130
|
|
|
$
|
318
|
|
|
$
|
859
|
|
Capital expenditures and investments(c)
|
430
|
|
|
120
|
|
|
814
|
|
|
1,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Third party(a)
|
$
|
26,969
|
|
|
$
|
11,547
|
|
|
$
|
1,723
|
|
|
$
|
40,239
|
|
Intersegment
|
5,451
|
|
|
3
|
|
|
2,411
|
|
|
7,865
|
|
Segment revenues
|
$
|
32,420
|
|
|
$
|
11,550
|
|
|
$
|
4,134
|
|
|
$
|
48,104
|
|
Segment income (loss) from operations
|
$
|
(2,241
|
)
|
|
$
|
1,013
|
|
|
$
|
1,774
|
|
|
$
|
546
|
|
|
|
|
|
|
|
|
|
Supplemental Data
|
|
|
|
|
|
|
|
Depreciation and amortization(b)
|
$
|
880
|
|
|
$
|
257
|
|
|
$
|
675
|
|
|
$
|
1,812
|
|
Capital expenditures and investments(c)
|
722
|
|
|
150
|
|
|
899
|
|
|
1,771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Third party(a)
|
$
|
43,574
|
|
|
$
|
16,320
|
|
|
$
|
1,888
|
|
|
$
|
61,782
|
|
Intersegment
|
9,882
|
|
|
4
|
|
|
2,450
|
|
|
12,336
|
|
Segment revenues
|
$
|
53,456
|
|
|
$
|
16,324
|
|
|
$
|
4,338
|
|
|
$
|
74,118
|
|
Segment income from operations
|
$
|
572
|
|
|
$
|
663
|
|
|
$
|
1,786
|
|
|
$
|
3,021
|
|
|
|
|
|
|
|
|
|
Supplemental Data
|
|
|
|
|
|
|
|
Depreciation and amortization(b)
|
$
|
838
|
|
|
$
|
256
|
|
|
$
|
625
|
|
|
$
|
1,719
|
|
Capital expenditures and investments(c)
|
824
|
|
|
193
|
|
|
1,637
|
|
|
2,654
|
|
|
|
(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 items not allocated to segments.
|
|
|
(c)
|
Includes changes in capital expenditure accruals and investments in affiliates. See reconciliation from segment totals to MPC consolidated total capital expenditures below.
|
The following reconciles segment income from operations to income (loss) before income taxes as reported in the consolidated statements of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Segment income (loss) from operations
|
$
|
(256
|
)
|
|
$
|
2,277
|
|
|
$
|
546
|
|
|
$
|
3,021
|
|
Corporate(a)
|
(188
|
)
|
|
(179
|
)
|
|
(415
|
)
|
|
(370
|
)
|
Items not allocated to segments:
|
|
|
|
|
|
|
|
Equity method investment restructuring gain(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
207
|
|
Transaction-related costs(c)
|
(30
|
)
|
|
(34
|
)
|
|
(65
|
)
|
|
(125
|
)
|
Litigation
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
Impairments(d)
|
(25
|
)
|
|
—
|
|
|
(9,162
|
)
|
|
—
|
|
LCM inventory valuation adjustment(e)
|
1,480
|
|
|
—
|
|
|
(1,740
|
)
|
|
—
|
|
Income (loss) from operations
|
981
|
|
|
2,042
|
|
|
(10,836
|
)
|
|
2,711
|
|
Net interest and other financial costs
|
345
|
|
|
322
|
|
|
683
|
|
|
628
|
|
Income (loss) before income taxes
|
$
|
636
|
|
|
$
|
1,720
|
|
|
$
|
(11,519
|
)
|
|
$
|
2,083
|
|
|
|
(a)
|
Corporate 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.
|
|
|
(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.
|
The following reconciles segment capital expenditures and investments to total capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Segment capital expenditures and investments
|
$
|
762
|
|
|
$
|
1,364
|
|
|
$
|
1,771
|
|
|
$
|
2,654
|
|
Less investments in equity method investees
|
214
|
|
|
270
|
|
|
383
|
|
|
595
|
|
Plus items not allocated to segments:
|
|
|
|
|
|
|
|
Corporate
|
18
|
|
|
4
|
|
|
45
|
|
|
14
|
|
Capitalized interest
|
27
|
|
|
34
|
|
|
56
|
|
|
65
|
|
Total capital expenditures(a)
|
$
|
593
|
|
|
$
|
1,132
|
|
|
$
|
1,489
|
|
|
$
|
2,138
|
|
|
|
(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 six months ended June 30, 2020 and 2019 as reported in the consolidated statements of cash flows.
|
10. NET INTEREST AND OTHER FINANCIAL COSTS
Net interest and other financial costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Interest income
|
$
|
(2
|
)
|
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
|
$
|
(18
|
)
|
Interest expense
|
373
|
|
|
350
|
|
|
730
|
|
|
690
|
|
Interest capitalized
|
(35
|
)
|
|
(35
|
)
|
|
(71
|
)
|
|
(67
|
)
|
Pension and other postretirement non-service costs(a)
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
Other financial costs
|
9
|
|
|
13
|
|
|
35
|
|
|
23
|
|
Net interest and other financial costs
|
$
|
345
|
|
|
$
|
322
|
|
|
$
|
683
|
|
|
$
|
628
|
|
11. INCOME TAXES
We have historically provided for income taxes during interim reporting periods based on an estimate of the annual effective tax rate applied to the income for the year to date interim period. For 2020, we continue to utilize this approach.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act contains numerous income tax provisions, some of which materially impact MPC's calculation of income taxes including:
|
|
•
|
Revising 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.
|
We recorded an overall income tax benefit of $1.6 billion for the six months ended June 30, 2020, of which $309 million was attributable to the tax rate differential in the carryback years resulting from the expected NOL carryback provided under the CARES Act. As of June 30, 2020, the estimated cash tax refund resulting from the NOL carryback provided in the CARES Act is $1.1 billion and arises solely due to taxes paid in prior years. Absent the CARES Act, we would have recorded a deferred tax asset for the expected NOL carryforward under the currently effective federal income tax rate. For the three months ended June 30, 2020, we recorded income tax expense of $360 million, which reflects a change in our estimated annual effective tax rate and CARES Act benefit.
The combined federal, state and foreign income tax rate was 14 percent for the six months ended June 30, 2020. Our effective tax benefit rate was lower than the statutory rate primarily due to a significant amount of our pre-tax loss consisting of non-tax deductible goodwill impairment charges, partially offset by the tax rate differential resulting from the expected NOL carryback provided under the CARES Act. Additionally, our effective tax rate is generally benefited by our noncontrolling interest in MPLX, but this benefit was lower for the six months ended June 30, 2020 compared to the six months ended June 30, 2019 due to impairment charges recorded by MPLX.
The combined federal, state and foreign income tax rate was 57 percent for the three months ended June 30, 2020. The effective tax rate for the three months ended June 30, 2020 was higher than the U.S. statutory rate of 21 percent as well as higher than the effective rate for the three months ended June 30, 2019 primarily due the tax rate differential resulting from the expected NOL carryback provided under the CARES Act, permanent differences related to net income attributable to noncontrolling interests and changes in our estimated annual effective rate applied to income for the year to date interim period.
Based on the estimated NOL carryback, as provided by the CARES Act, we recorded an income tax receivable of $1.1 billion in other noncurrent assets to reflect our estimate of the tax refund we expect to realize at the time of our 2020 tax return filing, which is expected during the second half of 2021.
A reconciliation of the tax provision (benefit) in dollars as determined using the federal statutory income tax rate applied to income (loss) before income taxes to the (benefit) provision for income taxes is shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Tax computed at statutory rate
|
$
|
133
|
|
|
$
|
361
|
|
|
$
|
(2,419
|
)
|
|
$
|
437
|
|
State and local income taxes, net of federal income tax effects
|
33
|
|
|
45
|
|
|
(167
|
)
|
|
88
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
1,156
|
|
|
—
|
|
Noncontrolling interests
|
81
|
|
|
(68
|
)
|
|
150
|
|
|
(83
|
)
|
CARES Act legislation
|
102
|
|
|
—
|
|
|
(309
|
)
|
|
—
|
|
Other
|
11
|
|
|
15
|
|
|
12
|
|
|
15
|
|
Total provision (benefit) for income tax
|
$
|
360
|
|
|
$
|
353
|
|
|
$
|
(1,577
|
)
|
|
$
|
457
|
|
During the first quarter of 2019, MPC’s provision for income taxes was increased $36 million for an out of period adjustment to correct the tax effects recorded in 2018 related to the Andeavor acquisition. The impact of the adjustment was not material to any previous period.
We are continuously undergoing examination of our income tax returns, which have been completed through the 2005 tax year for state returns and the 2010 tax year for our U.S. federal return. As of June 30, 2020, we had $25 million of unrecognized tax benefits.
Pursuant to our tax sharing agreement with Marathon Oil, the unrecognized tax benefits related to pre-spinoff operations for which Marathon Oil was the taxpayer remain the responsibility of Marathon Oil and we have indemnified Marathon Oil accordingly. See Note 22 for indemnification information.
12. INVENTORIES
|
|
|
|
|
|
|
|
|
(In millions)
|
June 30,
2020
|
|
December 31,
2019
|
Crude oil
|
$
|
3,163
|
|
|
$
|
3,472
|
|
Refined products
|
5,397
|
|
|
5,548
|
|
Materials and supplies
|
1,028
|
|
|
996
|
|
Merchandise
|
238
|
|
|
227
|
|
Inventories before LCM inventory valuation reserve
|
9,826
|
|
|
10,243
|
|
LCM inventory valuation reserve
|
(1,740
|
)
|
|
—
|
|
Total
|
$
|
8,086
|
|
|
$
|
10,243
|
|
Inventories are carried at the lower of cost or market value. Costs of crude oil and refined products are aggregated on a consolidated basis for purposes of assessing whether the LIFO cost basis of these inventories may have to be written down to market values. At June 30, 2020, market values for these inventories were lower than their LIFO cost basis, resulting in a reserve of $1.74 billion. The reduction from the $3.22 billion LCM inventory valuation reserve at March 31, 2020 resulted in a benefit of $1.48 billion for the three months ended June 30, 2020.
The cost of inventories of crude oil and refined products and merchandise is determined primarily under the LIFO method. There were no LIFO inventory liquidations recognized for the six months ended June 30, 2020.
13. EQUITY METHOD INVESTMENTS
During the three months ended March 31, 2019, we executed agreements with Capline Pipeline Company LLC (“Capline LLC”) to contribute our 33 percent undivided interest in the Capline pipeline system in exchange for a 33 percent ownership interest in Capline LLC. In connection with our execution of these agreements, Capline LLC initiated a binding open season for southbound service from Patoka, Illinois to St. James, Louisiana or Liberty, Mississippi with an additional origination point at Cushing, Oklahoma. Service from Cushing, Oklahoma is part of a joint tariff with Diamond pipeline.
In accordance with ASC 810, we derecognized our undivided interest amounting to $143 million of net assets and recognized the Capline LLC ownership interest we received at fair value. We used an income approach to determine the fair value of our ownership interest under a Monte Carlo simulation method. We estimated the fair value of our ownership interest to be $350 million. This is a nonrecurring fair value measurement and is categorized in Level 3 of the fair value hierarchy. The Monte Carlo simulation inputs include ranges of tariff rates, operating volumes, operating cost and capital expenditure assumptions. The estimated cash flows were discounted using a Monte Carlo market participant weighted average cost of capital estimate. None of the inputs to the Monte Carlo simulation are individually significant. The excess of the estimated fair value of our ownership interest over the carrying value of the derecognized net assets resulted in a $207 million non-cash net gain recorded as a net gain on disposal of assets in the accompanying consolidated statements of income.
As the Capline system is currently idled, Capline LLC is unable to fund its operations without financial support from its equity owners and is a VIE. MPC is not deemed to be the primary beneficiary, due to our inability to unilaterally control significant decision-making rights. Our maximum exposure to loss as a result of our involvement with Capline LLC includes our equity investment, any additional capital contribution commitments and any operating expenses incurred by Capline LLC in excess of compensation received for performance of the operating services.
14. PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
(In millions)
|
June 30,
2020
|
|
December 31,
2019
|
Refining & Marketing
|
$
|
29,781
|
|
|
$
|
29,037
|
|
Retail
|
7,199
|
|
|
7,104
|
|
Midstream
|
27,696
|
|
|
27,193
|
|
Corporate
|
1,328
|
|
|
1,289
|
|
Total
|
66,004
|
|
|
64,623
|
|
Less accumulated depreciation(a)
|
20,979
|
|
|
19,008
|
|
Property, plant and equipment, net
|
$
|
45,025
|
|
|
$
|
45,615
|
|
|
|
(a)
|
The June 30, 2020 balance includes property, plant and equipment impairment charges recorded during 2020. See Note 4 for additional information.
|
15. FAIR VALUE MEASUREMENTS
Fair Values—Recurring
The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 by fair value hierarchy level. We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty, including any related cash collateral as shown below; however, fair value amounts by hierarchy level are presented on a gross basis in the following tables.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 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
|
$
|
255
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(260
|
)
|
|
$
|
3
|
|
|
$
|
46
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
350
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(358
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Embedded derivatives in commodity contracts
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 June 30, 2020, cash collateral of $98 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.
|
Commodity derivatives in Level 1 are exchange-traded contracts for crude oil and refined products measured at fair value with a market approach using the close-of-day settlement prices for the market. Commodity derivatives are covered under master netting agreements with an unconditional right to offset. Collateral deposits in futures commission merchant accounts covered by master netting agreements related to Level 1 commodity derivatives are classified as Level 1 in the fair value hierarchy.
Level 2 instruments are valued based on quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices, such as liquidity, that are observable for the asset or liability. Commodity derivatives in Level 2 are OTC contracts, which are valued using market quotations from independent price reporting agencies, third-party brokers and commodity exchange price curves that are corroborated with market data.
Level 3 instruments are OTC NGL contracts and embedded derivatives in commodity contracts. The embedded derivative liability relates to a natural gas purchase agreement embedded in a keep‑whole processing agreement. The fair value calculation for these Level 3 instruments at June 30, 2020 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.38 to $0.92 per gallon with a weighted average of $0.53 per gallon per the current term of the embedded derivative and (2) the probability of renewal of 100 percent for the first five-year term and 100 percent for the second five-year term of the natural gas purchase agreement and the related keep-whole processing agreement. Increases or decreases in the fractionation spread result in an increase or decrease in the fair value of the embedded derivative liability. An increase in the probability of renewal would result in an increase in the fair value of the related embedded derivative liability.
The following is a reconciliation of the beginning and ending balances recorded for net liabilities classified as Level 3 in the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Beginning balance
|
$
|
45
|
|
|
$
|
65
|
|
|
$
|
60
|
|
|
$
|
61
|
|
Unrealized and realized losses included in net income
|
7
|
|
|
1
|
|
|
(7
|
)
|
|
7
|
|
Settlements of derivative instruments
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
Ending balance
|
$
|
51
|
|
|
$
|
65
|
|
|
$
|
51
|
|
|
$
|
65
|
|
|
|
|
|
|
|
|
|
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:
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
(7
|
)
|
|
$
|
5
|
|
Fair Values – Reported
We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities, approximate fair value. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments and the expected insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. The borrowings under our revolving credit facilities and term loan facility, which include variable interest rates, approximate fair value. The fair value of our fixed and floating rate long-term debt is based on prices from recent trade activity and is categorized in level 3 of the fair value hierarchy. The carrying and fair values of our debt were approximately $31.6 billion and $33.6 billion at June 30, 2020, respectively, and approximately $28.3 billion and $30.1 billion at December 31, 2019, respectively. These carrying and fair values of our debt exclude the unamortized issuance costs which are netted against our total debt.
16. DERIVATIVES
For further information regarding the fair value measurement of derivative instruments, including any effect of master netting agreements or collateral, see Note 15. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.
Derivatives that are not designated as accounting hedges may include commodity derivatives used to hedge price risk on (1) inventories, (2) fixed price sales of refined products, (3) the acquisition of foreign-sourced crude oil, (4) the acquisition of ethanol for blending with refined products, (5) the sale of NGLs and (6) the purchase of natural gas.
The following table presents the fair value of derivative instruments as of June 30, 2020 and December 31, 2019 and the line items in the balance sheets in which the fair values are reflected. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements including cash collateral on deposit with, or received from, brokers. We offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. As a result, the asset and liability amounts below will not agree with the amounts presented in our consolidated balance sheets.
|
|
|
|
|
|
|
|
|
(In millions)
|
June 30, 2020
|
Balance Sheet Location
|
Asset
|
|
Liability
|
Commodity derivatives
|
|
|
|
Other current assets
|
$
|
263
|
|
|
$
|
358
|
|
Other current liabilities(a)
|
—
|
|
|
3
|
|
Deferred credits and other liabilities(a)
|
—
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
(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.
|
The table below summarizes open commodity derivative contracts for crude oil, refined products and blending products as of June 30, 2020.
|
|
|
|
|
|
|
|
|
|
Percentage of contracts that expire next quarter
|
|
Position
|
(Units in thousands of barrels)
|
|
Long
|
|
Short
|
Exchange-traded(a)
|
|
|
|
|
|
Crude oil
|
94.3%
|
|
46,032
|
|
|
43,019
|
|
Refined products
|
85.3%
|
|
24,489
|
|
|
18,100
|
|
Blending products
|
86.0%
|
|
1,067
|
|
|
2,842
|
|
|
|
(a)
|
Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 6,425 long and 2,875 short; Refined products - 1,525 long and 225 short
|
The following table summarizes the effect of all commodity derivative instruments in our consolidated statements of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (Loss)
|
(In millions)
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
Income Statement Location
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Sales and other operating revenues
|
$
|
(7
|
)
|
|
$
|
3
|
|
|
$
|
77
|
|
|
$
|
(17
|
)
|
Cost of revenues
|
(105
|
)
|
|
15
|
|
|
26
|
|
|
(65
|
)
|
Total
|
$
|
(112
|
)
|
|
$
|
18
|
|
|
$
|
103
|
|
|
$
|
(82
|
)
|
17. DEBT
Our outstanding borrowings at June 30, 2020 and December 31, 2019 consisted of the following:
|
|
|
|
|
|
|
|
|
(In millions)
|
June 30,
2020
|
|
December 31,
2019
|
Marathon Petroleum Corporation:
|
|
|
|
Senior notes
|
$
|
10,974
|
|
|
$
|
8,474
|
|
Notes payable
|
10
|
|
|
10
|
|
Finance lease obligations
|
683
|
|
|
679
|
|
MPLX LP:
|
|
|
|
Bank revolving credit facility
|
825
|
|
|
—
|
|
Term loan facility
|
1,000
|
|
|
1,000
|
|
Senior notes
|
19,100
|
|
|
19,100
|
|
Finance lease obligations
|
13
|
|
|
19
|
|
Total debt
|
$
|
32,605
|
|
|
$
|
29,282
|
|
Unamortized debt issuance costs
|
(143
|
)
|
|
(134
|
)
|
Unamortized (discount) premium, net
|
(296
|
)
|
|
(310
|
)
|
Amounts due within one year
|
(1,715
|
)
|
|
(711
|
)
|
Total long-term debt due after one year
|
$
|
30,451
|
|
|
$
|
28,127
|
|
Available Capacity under our Facilities as of June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
Total
Capacity
|
|
Outstanding
Borrowings
|
|
Outstanding
Letters
of Credit
|
|
Available
Capacity
|
|
Weighted
Average
Interest
Rate
|
|
Expiration
|
MPC, excluding MPLX
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
—
|
|
|
1
|
|
|
4,999
|
|
|
—
|
|
|
October 2023
|
MPC trade receivables securitization facility(b)
|
|
705
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
July 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPLX
|
|
|
|
|
|
|
|
|
|
|
|
|
MPLX bank revolving credit facility(c)
|
|
3,500
|
|
|
825
|
|
|
—
|
|
|
2,675
|
|
|
1.36
|
%
|
|
July 2024
|
|
|
(a)
|
Borrowed $3.5 billion and repaid $3.5 billion during the six months ended June 30, 2020.
|
|
|
(b)
|
Borrowed $1.175 billion and repaid $1.175 billion during the six months ended June 30, 2020. 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.
|
|
|
(c)
|
Borrowed $2.5 billion at an average interest rate of 1.53 percent and repaid $1.675 billion during the six months ended June 30, 2020.
|
Additional MPC 364-Day Bank Revolving Credit Facility
On April 27, 2020, MPC entered into a credit agreement with a syndicate of lenders providing for an additional $1 billion 364-day revolving credit facility. The credit agreement for the additional 364-day revolving credit facility contains representations and warranties, affirmative and negative covenants and events of default that we consider customary for agreements of their nature and type and substantially similar to those contained in our existing $5 billion five-year revolving credit facility and $1 billion 364-day revolving credit facility.
MPC Senior Notes Issuance
On April 27, 2020, we closed on the issuance of $2.5 billion in aggregate principal amount of senior notes in a public offering, consisting of $1.25 billion aggregate principal amount of 4.500 percent unsecured senior notes due May 2023 and $1.25 billion aggregate principal amount of 4.700 percent unsecured senior notes due May 2025. Interest is payable semi-annually in arrears. MPC used the net proceeds from this offering to repay certain amounts outstanding under its five-year revolving credit facility.
18. REVENUE
The following table presents our revenues disaggregated by segment and product line.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Three Months Ended June 30, 2020
|
|
|
|
|
|
|
|
Refined products
|
$
|
8,341
|
|
|
$
|
3,160
|
|
|
$
|
120
|
|
|
$
|
11,621
|
|
Merchandise
|
—
|
|
|
1,599
|
|
|
—
|
|
|
1,599
|
|
Crude oil
|
1,003
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
Midstream services and other
|
97
|
|
|
19
|
|
|
685
|
|
|
801
|
|
Sales and other operating revenues
|
$
|
9,441
|
|
|
$
|
4,778
|
|
|
$
|
805
|
|
|
$
|
15,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
Refined products
|
$
|
22,221
|
|
|
$
|
7,303
|
|
|
$
|
190
|
|
|
$
|
29,714
|
|
Merchandise
|
1
|
|
|
1,613
|
|
|
—
|
|
|
1,614
|
|
Crude oil
|
1,310
|
|
|
—
|
|
|
—
|
|
|
1,310
|
|
Midstream services and other
|
122
|
|
|
28
|
|
|
741
|
|
|
891
|
|
Sales and other operating revenues
|
$
|
23,654
|
|
|
$
|
8,944
|
|
|
$
|
931
|
|
|
$
|
33,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
Refined products
|
$
|
24,880
|
|
|
$
|
8,449
|
|
|
$
|
289
|
|
|
$
|
33,618
|
|
Merchandise
|
1
|
|
|
3,055
|
|
|
—
|
|
|
3,056
|
|
Crude oil
|
1,878
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
Midstream services and other
|
210
|
|
|
43
|
|
|
1,434
|
|
|
1,687
|
|
Sales and other operating revenues
|
$
|
26,969
|
|
|
$
|
11,547
|
|
|
$
|
1,723
|
|
|
$
|
40,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Refining & Marketing
|
|
Retail
|
|
Midstream
|
|
Total
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
Refined products
|
$
|
40,971
|
|
|
$
|
13,250
|
|
|
$
|
406
|
|
|
$
|
54,627
|
|
Merchandise
|
2
|
|
|
3,022
|
|
|
—
|
|
|
3,024
|
|
Crude oil
|
2,381
|
|
|
—
|
|
|
—
|
|
|
2,381
|
|
Midstream services and other
|
220
|
|
|
48
|
|
|
1,482
|
|
|
1,750
|
|
Sales and other operating revenues
|
$
|
43,574
|
|
|
$
|
16,320
|
|
|
$
|
1,888
|
|
|
$
|
61,782
|
|
We do not disclose information on the future performance obligations for any contract with expected duration of one year or less at inception. As of June 30, 2020, we do not have future performance obligations that are material to future periods.
Receivables
On the accompanying consolidated balance sheets, receivables, less allowance for doubtful accounts primarily consists of customer receivables. Significant, non-customer balances included in our receivables at June 30, 2020 include matching buy/sell receivables of $1.01 billion.
19. SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
Net cash provided by operating activities included:
|
|
|
|
Interest paid (net of amounts capitalized)
|
$
|
601
|
|
|
$
|
579
|
|
Net income taxes paid to taxing authorities
|
6
|
|
|
362
|
|
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)
|
June 30,
2020
|
|
December 31,
2019
|
Cash and cash equivalents
|
$
|
1,091
|
|
|
$
|
1,527
|
|
Restricted cash(a)
|
2
|
|
|
2
|
|
Cash, cash equivalents and restricted cash
|
$
|
1,093
|
|
|
$
|
1,529
|
|
|
|
(a)
|
The restricted cash balance is included within other current assets on the consolidated balance sheets.
|
The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
(In millions)
|
2020
|
|
2019
|
Additions to property, plant and equipment per the consolidated statements of cash flows
|
$
|
1,910
|
|
|
$
|
2,419
|
|
Decrease in capital accruals
|
(421
|
)
|
|
(281
|
)
|
Total capital expenditures
|
$
|
1,489
|
|
|
$
|
2,138
|
|
20. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table shows the changes in accumulated other comprehensive loss by component. Amounts in parentheses indicate debits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 ($3)
|
(7
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
Amortization – prior service credit(a)
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
– actuarial loss(a)
|
11
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
10
|
|
– settlement loss(a)
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
Tax effect
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
Other comprehensive loss
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(17
|
)
|
Balance as of June 30, 2019
|
$
|
(147
|
)
|
|
$
|
(23
|
)
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
(161
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 ($4)
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
Amortization – prior service credit(a)
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
– actuarial loss(a)
|
18
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
19
|
|
– settlement loss(a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
Tax effect
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Other comprehensive loss
|
(13
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(16
|
)
|
Balance as of June 30, 2020
|
$
|
(225
|
)
|
|
$
|
(117
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(336
|
)
|
|
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 21.
|
21. PENSION AND OTHER POSTRETIREMENT BENEFITS
The following summarizes the components of net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Pension Benefits
|
|
Other Benefits
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
Service cost
|
83
|
|
|
60
|
|
|
9
|
|
|
8
|
|
Interest cost
|
24
|
|
|
27
|
|
|
9
|
|
|
10
|
|
Expected return on plan assets
|
(32
|
)
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
Amortization – prior service credit
|
(12
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
– actuarial loss
|
10
|
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
– settlement loss
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
74
|
|
|
53
|
|
|
18
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Pension Benefits
|
|
Other Benefits
|
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
Service cost
|
$
|
152
|
|
|
$
|
118
|
|
|
$
|
18
|
|
|
$
|
16
|
|
Interest cost
|
49
|
|
|
55
|
|
|
17
|
|
|
19
|
|
Expected return on plan assets
|
(66
|
)
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
Amortization – prior service credit
|
(23
|
)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
– actuarial loss
|
18
|
|
|
11
|
|
|
1
|
|
|
(1
|
)
|
– settlement loss
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
$
|
131
|
|
|
$
|
100
|
|
|
$
|
36
|
|
|
$
|
34
|
|
The components of net periodic benefit cost other than the service cost component are included in net interest and other financial costs on the consolidated statements of income.
During the six months ended June 30, 2020, we made contributions of $3 million to our funded pension plans. Benefit payments related to unfunded pension and other postretirement benefit plans were $40 million and $20 million, respectively, during the six months ended June 30, 2020.
22. COMMITMENTS AND CONTINGENCIES
We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. For matters for which we have not recorded a liability, we are unable to estimate a range of possible loss because the issues involved have not been fully developed through pleadings, discovery or court proceedings. However, the ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.
Environmental Matters
We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites and certain other locations including presently or formerly owned or operated retail marketing sites. Penalties may be imposed for noncompliance.
At June 30, 2020 and December 31, 2019, accrued liabilities for remediation totaled $412 million and $433 million, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $28 million and $29 million at June 30, 2020 and December 31, 2019, respectively.
Governmental and other entities in California, Hawaii, Maryland, New York and Rhode Island have filed lawsuits against coal, gas, oil and petroleum companies, including the Company. The lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. Similar lawsuits may be filed in other jurisdictions. At this early stage, the ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.
We are involved in a number of environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.
Other Legal Proceedings
In May 2015, the Kentucky attorney general filed a lawsuit against our wholly owned subsidiary, Marathon Petroleum Company LP (“MPC LP”), in the United States District Court for the Western District of Kentucky asserting claims under federal and state antitrust statutes, the Kentucky Consumer Protection Act, and state common law. The complaint, as amended in July 2015, alleges that MPC LP used deed restrictions, supply agreements with customers and exchange agreements with competitors to unreasonably restrain trade in areas within Kentucky and seeks declaratory relief, unspecified damages, civil penalties, restitution and disgorgement of profits. On June 1, 2020, the trial court granted our motion for summary judgment and dismissed all federal law claims with prejudice. State-based claims were dismissed without prejudice.
In early July 2020, MPLX received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota. The notification covers the rights of way for 23 tracts of land and demands the immediate cessation of pipeline operations. The notification also assesses trespass damages of approximately $187 million. MPLX expects to receive a notification for an additional 11 tracts in the near future. MPLX appealed this determination, which triggered an automatic stay of the requested pipeline shutdown and payment. We believe the trespass damage calculation is dependent on a novel interpretation of the applicable law, and MPLX continues to actively negotiate settlement of this matter with holders of the property rights at issue. Management does not believe the ultimate resolution of this matter will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
We are also a party to a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Guarantees
We have provided certain guarantees, direct and indirect, of the indebtedness of other companies. Under the terms of most of these guarantee arrangements, we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements. In addition to these financial guarantees, we also have various performance guarantees related to specific agreements.
Guarantees related to indebtedness of equity method investees
LOOP and LOCAP
MPC and MPLX hold interests in an offshore oil port, LOOP, and MPLX holds an interest in a crude oil pipeline system, LOCAP. Both LOOP and LOCAP have secured various project financings with throughput and deficiency agreements. Under the agreements, MPC, as a shipper, is required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The duration of the agreements varies but tends to follow the terms of the underlying debt, which extend through 2037. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $171 million as of June 30, 2020.
Gray Oak Pipeline, LLC
In connection with our 25 percent interest in Gray Oak Pipeline, LLC (“Gray Oak Pipeline”), we have entered into an Equity Contribution Agreement obligating us to make certain equity contributions to Gray Oak Pipeline to support its obligations under a construction loan facility. Gray Oak oil pipeline is a crude oil transportation system from West Texas and the Eagle Ford formation to destinations in the Ingleside, Corpus Christi and Sweeney, Texas markets. Gray Oak Pipeline entered into the construction loan facility with a syndicate of banks to finance a portion of the construction costs of the pipeline project.
The Equity Contribution Agreement requires us to contribute our pro rata share of any amounts necessary to allow Gray Oak Pipeline to cure any payment defaults under the construction loan facility or to repay all amounts outstanding under the facility, including principal, accrued interest, fees and expenses, in certain circumstances, including the failure of Gray Oak Pipeline to repay or refinance the construction loan facility prior to its scheduled maturity date of June 3, 2022. Gray Oak Pipeline may borrow up to $1.43 billion under the construction loan facility (after giving effect to the exercise of all options to increase its borrowing capacity). As of June 30, 2020, our maximum potential undiscounted payments under the Equity Contribution Agreement for the debt principal totaled $345 million.
Dakota Access Pipeline
In connection with MPLX’s 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system, MPLX has entered into a Contingent Equity Contribution Agreement. MPLX, along with the other joint venture owners in the Bakken Pipeline system, have agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.
In March 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits for the Bakken Pipeline system, to conduct a full environmental impact statement (“EIS”), and further requested briefing on whether an easement permit necessary for the operation of the Bakken Pipeline system should be vacated while the EIS is being prepared.
On July 6, 2020, the D.D.C. ordered vacatur of the easement permit during the pendency of an EIS and further ordered a shut down of the pipeline by August 5, 2020. The D.D.C. denied a motion to stay that order. Dakota Access and the Army Corps are appealing the D.D.C.’s orders to the U.S. Court of Appeals for the District of Columbia Circuit. On July 14, 2020, the Circuit Court issued an administrative stay while the court considers Dakota Access and the Army Corps’ emergency motion for stay pending appeal.
If the pipeline is temporarily shut down pending completion of the EIS, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown. It is expected that MPLX would contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the permit and/or return the pipeline into operation. If the vacatur of the easement permit results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the one percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of June 30, 2020, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement was approximately $230 million.
Crowley Ocean Partners LLC and Crowley Blue Water Partners LLC
In connection with our 50 percent indirect interest in Crowley Ocean Partners LLC, we have agreed to conditionally guarantee our portion of the obligations of the joint venture and its subsidiaries under a senior secured term loan agreement. The term loan agreement provides for loans of up to $325 million to finance the acquisition of four product tankers. MPC’s liability under the guarantee for each vessel is conditioned upon the occurrence of certain events, including if we cease to maintain an investment grade credit rating or the charter for the relevant product tanker ceases to be in effect and is not replaced by a
charter with an investment grade company on certain defined commercial terms. As of June 30, 2020, our maximum potential undiscounted payments under this agreement for debt principal totaled $125 million.
In connection with our 50 percent indirect interest in Crowley Blue Water Partners LLC, we have agreed to provide a conditional guarantee of up to 50 percent of its outstanding debt balance in the event there is no charter agreement in place with an investment grade customer for the entity’s three vessels as well as other financial support in certain circumstances. As of June 30, 2020, our maximum potential undiscounted payments under this arrangement was $118 million.
Marathon Oil indemnifications—The separation and distribution agreement and other agreements with Marathon Oil to effect our spinoff provide for cross-indemnities between Marathon Oil and us. In general, Marathon Oil is required to indemnify us for any liabilities relating to Marathon Oil’s historical oil and gas exploration and production operations, oil sands mining operations and integrated gas operations, and we are required to indemnify Marathon Oil for any liabilities relating to Marathon Oil’s historical refining, marketing and transportation operations. The terms of these indemnifications are indefinite and the amounts are not capped.
Other guarantees—We have entered into other guarantees with maximum potential undiscounted payments totaling $104 million as of June 30, 2020, which primarily consist of a commitment to contribute cash to an equity method investee for certain catastrophic events, in lieu of procuring insurance coverage, a commitment to fund a share of the bonds issued by a government entity for construction of public utilities in the event that other industrial users of the facility default on their utility payments and leases of assets containing general lease indemnities and guaranteed residual values.
General guarantees associated with dispositions—Over the years, we have sold various assets in the normal course of our business. Certain of the related agreements contain performance and general guarantees, including guarantees regarding inaccuracies in representations, warranties, covenants and agreements, and environmental and general indemnifications that require us to perform upon the occurrence of a triggering event or condition. These guarantees and indemnifications are part of the normal course of selling assets. We are typically not able to calculate the maximum potential amount of future payments that could be made under such contractual provisions because of the variability inherent in the guarantees and indemnities. Most often, the nature of the guarantees and indemnities is such that there is no appropriate method for quantifying the exposure because the underlying triggering event has little or no past experience upon which a reasonable prediction of the outcome can be based.
Contractual Commitments and Contingencies
At June 30, 2020, our contractual commitments to acquire property, plant and equipment and advance funds to equity method investees totaled $678 million.
Certain natural gas processing and gathering arrangements require us to construct natural gas processing plants, natural gas gathering pipelines and NGL pipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producer customers may have the right to cancel the processing arrangements with us if there are significant delays that are not due to force majeure.
23. SUBSEQUENT EVENTS
Agreement to sell our Speedway business
On August 2, 2020, we entered into a definitive agreement to sell Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven, Inc. for $21 billion in cash. The taxable transaction is expected to close in the first quarter of 2021, subject to customary closing conditions and regulatory approvals. The Speedway business is currently a reporting unit within our Retail segment. Our Retail segment also includes the results of our direct dealer business, which we will retain after the closing of this transaction. In connection with the signing of this agreement, we expect to account for the Speedway business as Assets Held for Sale starting in the third quarter of 2020. As a result, the prospective and historical results of the Speedway business will be presented as discontinued operations in our consolidated financial statements.
Redemption of business from MPLX
On July 31, 2020, Western Refining Southwest, Inc. (“WRSW”), a wholly owned subsidiary of MPC, entered into a Redemption Agreement (the “Redemption Agreement”) with MPLX, pursuant to which MPLX agreed to transfer to WRSW, all of the outstanding membership interests in Western Refining Wholesale, LLC, (“WRW”) in exchange for the redemption of MPLX common units held by WRSW. The transactions effects the transfer to MPC of the Western wholesale distribution business that MPLX acquired as a result of its acquisition of ANDX. The results of these operations will be presented in MPC’s Refining & Marketing segment prospectively.
At the Closing, per the terms of Redemption Agreement, MPLX redeemed 18,582,088 Common Units (the “Redeemed Units”) held by WRSW The number of Redeemed Units was calculated by dividing WRW’s aggregate valuation of $340 million by the simple average of the volume weighted average New York Stock Exchange prices of an MPLX Common Unit for the ten trading days ending at market close on July 27, 2020. The transaction will result in a minor decrease in MPC’s beneficial ownership interest in MPLX.