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What changed in Marathon Petroleum's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Marathon Petroleum's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+480 added−478 removedSource: 10-K (2024-02-28) vs 10-K (2023-02-23)

Top changes in Marathon Petroleum's 2023 10-K

480 paragraphs added · 478 removed · 368 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

102 edited+37 added−25 removed87 unchanged
Biggest changeAs of December 31, 2022, there were 7,209 brand jobber outlets in 38 states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets. We also have long-term supply contracts for 1,172 direct dealer locations primarily in Southern California, largely under the ARCO ® brand.
Biggest changeRefined Product Sales Our refined products are sold to independent retailers, wholesale customers, our brand jobbers and direct dealers. In addition, we sell refined products for export to international customers. As of December 31, 2023, there were 7,217 brand jobber outlets in 39 states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets.
The Detroit refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, NGLs and petrochemicals, propane and heavy fuel oil. Our Detroit refinery has earned designation as an OSHA VPP Star site. El Paso, Texas Refinery (133 mbpcd) Our El Paso refinery is located east of downtown El Paso.
The Detroit refinery processes sweet and heavy sour crude oils into gasoline, distillates, NGLs and petrochemicals, asphalt, propane and heavy fuel oil. Our Detroit refinery has earned designation as an OSHA VPP Star site. El Paso, Texas Refinery (133 mbpcd) Our El Paso refinery is located east of downtown El Paso.
Product availability varies by refinery and includes, among others, propylene, xylene, butane, benzene, toluene and cumene. We market these products domestically to customers in the chemical, agricultural and fuel-blending industries.
Product availability varies by refinery and includes, among others, propylene, butane, xylene, benzene, cumene and toluene. We market these products domestically to customers in the chemical, agricultural and fuel-blending industries.
Solid Waste We continue to seek methods to minimize the generation of hazardous wastes in our operations. RCRA establishes standards for the management of solid and hazardous wastes. Besides affecting waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal operations, the recycling of wastes and the regulation of USTs containing regulated substances.
Solid and Hazardous Waste We continue to seek methods to minimize the generation of hazardous wastes in our operations. RCRA establishes standards for the management of solid and hazardous wastes. Besides affecting waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal operations, the recycling of wastes and the regulation of USTs containing regulated substances.
Lyon was appointed MPLX Senior Vice President, Logistics and Storage, effective September 2022, having previously served as Vice President, Operations, and President, Marathon Pipe Line LLC, since November 2018. Prior to his 2018 appointment, he was Vice President of Operations for Marathon Pipe Line LLC beginning in 2011. Previously, Mr.
Lyon was appointed Senior Vice President Logistics and Storage of MPLX, effective September 2022, having previously served as Vice President, Operations, and President, Marathon Pipe Line LLC, since November 2018. Prior to his 2018 appointment, he was Vice President of Operations for Marathon Pipe Line LLC beginning in 2011. Previously, Mr.
He also has served as Chairman of the Board of MPLX since April 2020, as Chief Executive Officer since November 2019 and as President since June 2017. Before joining MPLX, Mr. Hennigan was President, Crude, NGL and Refined Products, of the general partner of Energy Transfer Partners L.P., an energy service provider.
Hennigan also has served as Chairman of the Board of MPLX since April 2020, as Chief Executive Officer since November 2019 and as President since June 2017. Before joining MPLX, Mr. Hennigan was President, Crude, NGL and Refined Products, of the general partner of Energy Transfer Partners L.P., an energy service provider.
Our refineries are integrated with each other via pipelines, terminals and barges to maximize operating efficiency. The transportation links that connect our refineries allow the movement of intermediate products between refineries to optimize operations, produce higher margin products and efficiently utilize our processing capacity.
Our refineries are largely integrated with each other via pipelines, terminals and barges to maximize operating efficiency. The transportation links that connect our refineries allow the movement of intermediate products between refineries to optimize operations, produce higher margin products and efficiently utilize our processing capacity.
Mr. Wilkins was appointed Senior Vice President, Health, Environment, Safety and Security, effective February 24, 2021. Prior to this appointment, he served as Vice President, Environment, Safety and Security, beginning in October 2018, Director, Environment, Safety, Security and Product Quality, beginning in February 2016, and Director, Refining Environmental, Safety, Security and Process Safety Management, beginning in 2013. Ms.
Mr. Wilkins was appointed Senior Vice President Health, Environment, Safety and Security, effective February 2021. Prior to this appointment, he served as Vice President, Environment, Safety and Security, beginning in October 2018, Director, Environment, Safety, Security and Product Quality, beginning in February 2016, and Director, Refining Environmental, Safety, Security and Process Safety Management, beginning in 2013. Ms.
Mr. Aydt was appointed Executive Vice President, Refining, effective October 2022, having previously served as Executive Vice President and Chief Commercial Officer of MPLX since August 2020.
Aydt was appointed Executive Vice President Refining, effective October 2022, having previously served as Executive Vice President and Chief Commercial Officer of MPLX since August 2020.
We produce numerous refined products, ranging from transportation fuels, such as reformulated gasolines, blend-grade gasolines intended for blending with ethanol and ULSD fuel, to heavy fuel oil 4 Table of Contents and asphalt. Additionally, we manufacture NGLs and petrochemicals and propane. See the Refined Product Marketing section for further information about the products we produce.
We produce numerous refined products, ranging from transportation fuels, such as reformulated gasolines, blend-grade gasolines intended for blending with ethanol and ULSD fuel, to heavy fuel oil 4 Table of Contents and asphalt. Additionally, we manufacture NGLs and petrochemicals and propane. See the Refined Product Sales section for further information about the products we produce.
MPC-Retained Midstream Assets and Investments We own four Jones Act product tankers, have ownership interests in several crude oil and refined products pipeline systems and pipeline companies and have an indirect ownership interest in an ocean vessel joint venture through our investment in Crowley Coastal Partners LLC (“Crowley Coastal Partners”).
MPC-Retained Midstream Assets and Investments We own four Jones Act product tankers, have ownership interests in several crude oil and refined products pipeline systems and pipeline companies and have an indirect ownership interest in an ocean vessel joint venture through our investment in Crowley Coastal Partners LLC.
On May 14, 2021, we completed the sale of Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven, Inc. (“7-Eleven”) for cash proceeds of $21.38 billion ($17.22 billion after cash-tax payments).
On May 14, 2021, we completed the sale of Speedway, LLC (“Speedway”), our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven, Inc. (“7-Eleven”) for cash proceeds of $21.38 billion ($17.22 billion after cash-tax payments).
Kenai, Alaska Refinery (68 mbpcd) Our Kenai refinery is located on the Cook Inlet, southwest of Anchorage. The Kenai refinery processes mainly Alaska domestic crude, domestic crude from North Dakota, along with limited international crude and manufactures distillates, gasoline, heavy fuel oil, asphalt, propane and NGLs and petrochemicals.
Kenai, Alaska Refinery (68 mbpcd) Our Kenai refinery is located on the Cook Inlet, southwest of Anchorage. The Kenai refinery processes mainly Alaska domestic crude oil, domestic crude oil from North Dakota, along with limited international crude oil into distillates, gasoline, heavy fuel oil, propane, asphalt and NGLs and petrochemicals.
The Canton refinery processes sweet and sour crude oils, including production from the nearby Utica Shale, into gasoline, distillates, asphalt, propane, NGLs and petrochemicals and heavy fuel oil. The Canton refinery has earned designation as an OSHA VPP Star site. 5 Table of Contents Mandan, North Dakota Refinery (71 mbpcd) Our Mandan refinery is located outside of Bismarck, North Dakota.
The Canton refinery processes sweet and sour crude oils, including production from the nearby Utica Shale, into gasoline, distillates, asphalt, propane, NGLs and petrochemicals and heavy fuel oil. The Canton refinery has earned designation as an OSHA VPP Star site. Mandan, North Dakota Refinery (71 mbpcd) Our Mandan refinery is located outside of Bismarck, North Dakota.
Marketed volumes directly to end users such as branded retail stations were 2,355 mbpd and 2,338 mbpd for the years ended December 31, 2022 and 2021, respectively.
Marketed volumes directly to end-users such as branded retail stations were 2,385 mbpd, 2,355 mbpd and 2,338 mbpd for the years ended December 31, 2023, 2022 and 2021, respectively.
Powell was appointed Senior Vice President and Chief Digital Officer effective July 20, 2020.
Powell was appointed Senior Vice President and Chief Digital Officer, effective July 2020.
Congress may also take further action to regulate PFAS. We cannot currently predict the impact of potential statutes or regulations on our operations. 11 Table of Contents In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS.
Congress may also take further action to regulate PFAS. We cannot currently predict the impact of potential statutes or regulations on our operations. In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS.
These laws and regulations may increase our costs of doing business on Native American tribal lands and impact the viability of, or prevent or delay our ability to conduct, our operations on such lands. TRADEMARKS, PATENTS AND LICENSES Our Marathon and ARCO trademarks are material to the conduct of our refining and marketing operations.
These laws and regulations may increase our costs of doing business on Native American tribal lands and impact the viability of, or prevent or delay our ability to conduct, our operations on such lands. 13 Table of Contents TRADEMARKS, PATENTS AND LICENSES Our Marathon and ARCO trademarks are material to the conduct of our refining and marketing operations.
The Midstream segment primarily reflects the results of MPLX LP (“MPLX”). MPLX is a diversified, large-cap master limited partnership (“MLP”) formed in 2012 that owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services. As of December 31, 2022, we owned the general partner of MPLX and approximately 65 percent of the outstanding MPLX common units.
The Midstream segment primarily reflects the results of MPLX. MPLX is a diversified, large-cap master limited partnership (“MLP”) formed in 2012 that owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services. As of December 31, 2023, we owned the general partner of MPLX and approximately 65 percent of the outstanding MPLX common units.
The El Paso refinery processes sweet and sour crudes into gasoline, distillates, heavy fuel oil, propane, asphalt and NGLs and petrochemicals. St. Paul Park, Minnesota Refinery (105 mbpcd) Our St. Paul Park refinery is located along the Mississippi River southeast of St. Paul Park. The St.
The El Paso refinery processes sweet and sour crude oils into gasoline, distillates, heavy fuel oil, asphalt, propane and NGLs and petrochemicals. St. Paul Park, Minnesota Refinery (105 mbpcd) Our St. Paul Park refinery is located along the Mississippi River southeast of St. Paul Park. The St.
Prior to this appointment, he served as Senior Vice President, Marketing, beginning in October 2018, Vice President, Business Development, beginning in February 2018, Director of Business Development beginning in January 2017, Manager of Crude Oil Logistics beginning in 2014, and Vice President, Business Development and Franchise, at Speedway beginning in 2012. Mr.
Prior to his 2021 appointment, he served as Senior Vice President, Marketing, beginning in October 2018, Vice President, Business Development, beginning in February 2018, Director of Business Development beginning in January 2017, Manager of Crude Oil Logistics beginning in 2014, and Vice President, Business Development and Franchise, at Speedway beginning in 2012. Mr.
We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon ® branded outlets and through long-term 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.
We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon ® branded outlets and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO ® brand. • Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs.
Prior to this appointment, he served as Executive Vice President, Gathering and Processing, beginning in 2018, Executive Vice President and Chief Operating Officer, MarkWest Operations, beginning in July 2017, and Executive Vice President and Chief Commercial Officer, MarkWest Assets, beginning in 2015, at the time of MPLX’s acquisition of MarkWest Energy Partners, L.P. Before joining us, Mr.
Prior to the 2020 appointment, he served as Executive Vice President, Gathering and Processing, beginning in 2018, Executive Vice President and Chief Operating Officer, MarkWest Operations, beginning in July 2017, and Executive Vice President and Chief Commercial Officer, MarkWest Assets, beginning in 2015, at the time of MPLX’s acquisition of MarkWest Energy Partners, L.P. Before joining MPLX, Mr.
Paul Park refinery processes sweet and heavy sour crude and manufactures gasoline, distillates, asphalt, propane, heavy fuel oil and NGLs and petrochemicals. Canton, Ohio Refinery (100 mbpcd) Our Canton refinery is located south of Cleveland, Ohio.
Paul Park refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, propane, NGLs and petrochemicals and heavy fuel oil. Canton, Ohio Refinery (100 mbpcd) Our Canton refinery is located south of Cleveland, Ohio.
The Los Angeles refinery processes heavy crude from California’s San Joaquin Valley and Los Angeles Basin, as well as crudes from the Alaska North Slope, South America, West Africa and other international sources, and manufactures CARB gasoline and CARB diesel fuel, as well as conventional gasoline, distillates, NGLs and petrochemicals, heavy fuel oil and propane.
The Los Angeles refinery processes heavy crude oil from California’s San Joaquin Valley and Los Angeles Basin, as well as crude oils from the Alaska North Slope, South America, West Africa and other international sources, into CARB gasoline and CARB diesel fuel, as well as conventional gasoline, distillates, NGLs and petrochemicals, heavy fuel oil and propane.
During 2021, our refineries processed 2,621 mbpd of crude oil and 178 mbpd of other charge and blendstocks. Our refineries include crude oil atmospheric and vacuum distillation, fluid catalytic cracking, hydrocracking, catalytic reforming, coking, desulfurization and sulfur recovery units. The refineries process a wide variety of condensate and light and heavy crude oils purchased from various domestic and foreign suppliers.
During 2022, our refineries processed 2,761 mbpd of crude oil and 190 mbpd of other charge and blendstocks. Our refineries include crude oil atmospheric and vacuum distillation, fluid catalytic cracking, hydrocracking, catalytic reforming, coking, desulfurization and sulfur recovery units. The refineries process a wide variety of condensate and light and heavy crude oils purchased from various domestic and foreign suppliers.
Anacortes, Washington Refinery (119 mbpcd) Our Anacortes refinery is located north of Seattle on Puget Sound. The Anacortes refinery processes Canadian crude, domestic crude from North Dakota and the Alaska North Slope and international crudes to manufacture gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals.
Anacortes, Washington Refinery (119 mbpcd) Our Anacortes refinery is located north of Seattle on Puget Sound. The Anacortes refinery processes Canadian crude oil, domestic crude oil from North Dakota and the Alaska North Slope and international crude oils into gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals.
Prior to this appointment, he served as Vice President, Commercial and Business Development, beginning in October 2018, Senior Vice President of Engineering Services and Corporate Support of Speedway LLC beginning in 2014, and Director, Wholesale Marketing, beginning in 2010. Mr. Hessling was appointed Senior Vice President, Global Feedstocks, effective February 24, 2021.
Heppner was appointed Senior Vice President Strategy and Business Development, effective February 2021. Prior to this appointment, he served as Vice President, Commercial and Business Development, beginning in October 2018, Senior Vice President of Engineering Services and Corporate Support of Speedway LLC beginning in 2014, and Director, Wholesale Marketing, beginning in 2010. Mr.
We own a fleet of transport trucks and trailers for the movement of refined products and crude oil. In addition, we maintain a fleet of leased and owned railcars for the movement and storage of refined products. The locations and detailed information about our Refining & Marketing assets are included under Item 2. Properties and are incorporated herein by reference.
In addition, we maintain a fleet of leased and owned railcars for the movement and storage of refined products. The locations and detailed information about our Refining & Marketing assets are included under Item 2. Properties and are incorporated herein by reference.
The Salt Lake City refinery processes crude oil from Utah, Colorado, Wyoming and Canada to manufacture gasoline, distillates, heavy fuel oil, NGLs and petrochemicals and propane. West Coast Region (550 mbpcd ) Los Angeles, California Refinery (363 mbpcd) Our Los Angeles refinery is located in Los Angeles County, near the Los Angeles Harbor.
The Salt Lake City refinery processes crude oil from Utah, Colorado, Wyoming and Canada into gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals. West Coast Region (552 mbpcd ) Los Angeles, California Refinery (365 mbpcd) Our Los Angeles refinery is located in Los Angeles County, near the Los Angeles Harbor.
He serves as board chair for Liquid Energy Pipeline Association. 16 Table of Contents AVAILABLE INFORMATION General information about MPC, including our Corporate Governance Principles, our Code of Business Conduct and our Code of Ethics for Senior Financial Officers, can be found at www.marathonpetroleum.com under the “Investors” tab by selecting “Corporate Governance.” We would post on our website any amendments to, or waivers from, either of our codes requiring disclosure under applicable rules within four business days following any such amendment or waiver.
AVAILABLE INFORMATION General information about MPC, including our Corporate Governance Principles, our Code of Business Conduct and our Code of Ethics for Senior Financial Officers, can be found at www.marathonpetroleum.com under the “Investors” tab by selecting “Corporate Governance.” We would post on our website any amendments to, or waivers from, either of our codes requiring disclosure under applicable rules within four business days following any such amendment or waiver.
We operate the nation's largest refining system with approximately 2.9 million barrels per day of crude oil refining capacity and believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers in the United States.
We operate one of the nation's largest refining systems with approximately 3.0 million barrels per day of crude oil refining capacity and believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers in the United States.
Lowering of the NAAQS and subsequent designation as a nonattainment area could result in increased costs associated with, or result in cancellation or delay of, capital projects at our or our customers’ facilities, or could require emission reductions that could result in increased costs to us or our customers.
Lowering of the National Ambient Air Quality Standards (“NAAQS”) and subsequent designation as a nonattainment area could result in increased costs associated with, or result in cancellation or delay of, capital projects at our or our customers’ facilities, or could require emission reductions that could result in increased costs to us or our customers.
The Mandan refinery processes primarily sweet domestic crude oil from North Dakota and manufactures gasoline, distillates, propane, heavy fuel oil and NGLs and petrochemicals. Salt Lake City, Utah Refinery (66 mbpcd) Our Salt Lake City refinery is the largest in Utah and is located north of downtown Salt Lake City.
The Mandan refinery processes primarily sweet domestic crude oil from North Dakota into gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals. 5 Table of Contents Salt Lake City, Utah Refinery (68 mbpcd) Our Salt Lake City refinery is the largest in Utah and is located north of downtown Salt Lake City.
OUR OPERATIONS Refining & Marketing Refineries We currently own and operate refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States with an aggregate crude oil refining capacity of 2,898 mbpcd. During 2022, our refineries processed 2,761 mbpd of crude oil and 190 mbpd of other charge and blendstocks.
OUR OPERATIONS Refining & Marketing Refineries We currently own and operate refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States with an aggregate crude oil refining capacity of 2,950 mbpcd. During 2023, our refineries processed 2,677 mbpd of crude oil and 237 mbpd of other charge and blendstocks.
A portion of these remediation costs may be recoverable from the appropriate state UST reimbursement funds once the applicable deductibles have been satisfied. We also have ongoing remediation projects at a number of our current and former refinery, terminal and pipeline locations.
A portion of these remediation costs may be recoverable from the appropriate state UST reimbursement funds once the applicable deductibles have been satisfied. We also have ongoing remediation projects at a number of our current and former refinery, terminal and pipeline locations. For a discussion of environmental capital expenditures and costs of compliance, see Item 7.
These measures could result in increased costs to operate and maintain our facilities, capital expenditures to install new emission controls and costs to administer any carbon trading or tax programs implemented. For example, California has enacted a cap-and-trade program.
These measures may also include low-carbon fuel standards, such as the California program, or a state carbon tax. These measures could result in increased costs to operate and maintain our facilities, capital expenditures to install new emission controls and costs to administer any carbon trading or tax programs implemented. For example, California has enacted a cap-and-trade program.
( mbpd ) 2022 (a) 2021 (a) 2020 (a) Gasoline (b) 1,870 1,834 1,669 Distillates (b) 1,169 1,089 1,040 NGLs and petrochemicals (b) 221 293 323 Asphalt 89 94 86 Propane 93 76 69 Heavy fuel oil 66 39 35 Total 3,508 3,425 3,222 (a) Refined product sales include volumes marketed directly to end-users and trading/supply volumes such as bulk sales to large unbranded resellers and other downstream companies.
( mbpd ) 2023 (a) 2022 (a) 2021 (a) Gasoline (b) 1,933 1,870 1,834 Distillates (b) 1,144 1,169 1,089 NGLs and petrochemicals (b) 230 221 293 Asphalt 82 89 94 Propane 90 93 76 Heavy fuel oil 57 66 39 Total 3,536 3,508 3,425 (a) Refined product sales include volumes marketed directly to end-users and trading/supply volumes such as bulk sales to large unbranded resellers and other downstream companies.
Together, these components of our safety management system provide us with a comprehensive approach to managing risks and preventing incidents, illnesses and fatalities. Additionally, our annual cash bonus program metrics include several employee, process and environmental safety metrics.
Together, these components of our safety management system provide us with a comprehensive approach to managing risks and preventing incidents, illnesses and fatalities. Additionally, our annual cash bonus program metrics include several employee, process and environmental safety metrics. Talent Management Our People Strategy holistically addresses the dynamic business environment we operate in.
Claims under CERCLA and similar state acts have been raised with respect to the clean-up of various waste disposal and other sites. CERCLA is intended to facilitate the clean-up of hazardous substances without regard to fault.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Environmental Matters and Compliance Costs. Claims under CERCLA and similar state acts have been raised with respect to the clean-up of various waste disposal and other sites. CERCLA is intended to facilitate the clean-up of hazardous substances without regard to fault.
Item 1. Business OVERVIEW Marathon Petroleum Corporation (“MPC”) has 135 years of history in the energy business, and is a leading, integrated, downstream energy company.
Item 1. Business OVERVIEW MPC has more than 135 years of history in the energy business, and is a leading, integrated, downstream energy company.
Before joining MPC, she served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a global leader in subsea, onshore/offshore, and surface projects for the energy industry, since 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986.
Before joining MPC, she served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a leading global engineering services and energy technology company, since 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986.
Our commitment to safe operations is reflected in our safety systems design, our well-maintained equipment and by learning from our incidents. Part of our effort to promote safety includes our Operational Excellence Management System, which expands on the RC14001® scope, incorporates a Plan-Do-Check-Act continual improvement cycle, and aligns with ISO 9001, incorporating quality and an increased stakeholder and process focus.
Part of our effort to promote safety includes our Operational Excellence Management System, which expands on the RC14001® scope, incorporates a Plan-Do-Check-Act continual improvement cycle, and aligns with ISO 9001, incorporating quality and an increased stakeholder and process focus.
Prior to this appointment, he served as Senior Vice President, Crude Oil Supply and Logistics, beginning in October 2018, Manager, Crude Oil & Natural Gas Supply and Trading, beginning in 2014, and Crude Oil Logistics & Analysis Manager beginning in 2011. Mr. Partee was appointed Senior Vice President, Global Clean Products, effective February 24, 2021.
Prior to his 2021 appointment, he served as Senior Vice President, Crude Oil Supply and Logistics, beginning in October 2018, Manager, Crude Oil & Natural Gas Supply and Trading, beginning in 2014, and Crude Oil Logistics & Analysis Manager beginning in 2011. Mr.
Mannen was appointed Executive Vice President and Chief Financial Officer effective January 25, 2021 and as a member of MPLX’s Board of Directors effective February 1, 2021.
Mannen was appointed President, effective January 1, 2024, having previously served as Executive Vice President and Chief Financial Officer since January 2021. She also has served as a member of MPLX’s Board of Directors since February 2021.
EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) develop cleanup recommendations for PFOA and PFOS, (3) evaluate listing PFOA and PFOS as hazardous substances under CERCLA, and (4) conduct toxicity assessments for other PFAS chemicals. EPA did not issue any further regulations for PFAS under the Trump administration.
EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) developing cleanup recommendations for PFOA and PFOS, (3) evaluating listing PFOA and PFOS as hazardous substances under CERCLA, and (4) conducting toxicity assessments for other PFAS chemicals.
Asphalt We have refinery-based asphalt production capacity of up to 141 mbpcd, which includes asphalt cements, polymer-modified asphalt, emulsified asphalt, industrial asphalts and roofing flux. We have a broad customer base, including asphalt-paving contractors, resellers, government entities (states, counties, cities and townships) and asphalt roofing shingle manufacturers.
Asphalt We have refinery-based asphalt production capacity of 143 mbpcd, which includes asphalt cements, polymer-modified asphalt, emulsified asphalt, industrial asphalts and roofing flux. We have a broad customer base, including asphalt-paving contractors, resellers, government entities (states, counties, cities and townships) and asphalt roofing shingle manufacturers. We sell asphalt in the domestic and export wholesale markets via rail, barge and vessel.
NHTSA’s amended CAFE standards would increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 and ten percent annually for model year 2026. EPA’s revised model year 2023-2026 CO2 emission standards, which were finalized in December 2021, result in average fuel economy of 40 mpg in model year 2026.
NHTSA’s CAFE standards would increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 and ten percent annually for model year 2026. EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy of 40 mpg in model year 2026. These NHTSA and EPA regulations have been challenged in court.
The joint venture, which is named Green Bison Soy Processing, LLC, will own and operate a soybean processing complex in Spiritwood, North Dakota, with ADM owning 75 percent of the joint venture and MPC owning 25 percent. When complete in 2023, the Spiritwood facility will source and process local soybeans and supply the resulting soybean oil exclusively to MPC.
The joint venture, which is named Green Bison Soy Processing, LLC (“Green Bison Soy Processing”), owns and operates a soybean processing complex in Spiritwood, North Dakota, with ADM owning 75 percent of the joint venture and MPC owning 25 percent. The Spiritwood facility sources and processes local soybeans and supplies the resulting soybean oil exclusively to MPC.
On December 7, 2021, EPA and the Army Corps issued a notice of proposed rulemaking with the stated purpose of repealing the 2020 Rule defining “waters of the United States” and adopting a rule largely based upon the definition adopted in 1986 with some revisions based upon subsequent United States Supreme Court rulings, in particular Rapanos v.
On January 18, 2023, EPA and the Army Corps published a final rule (“2023 Rule”) repealing the 2020 Rule defining “waters of the United States” and adopting a rule largely based upon the definition adopted in 1986 with some revisions based upon subsequent United States Supreme Court rulings, in particular Rapanos v.
( mbpd ) 2022 2021 2020 Gasoline (a) 1,494 1,446 1,314 Distillates (a) 1,079 965 905 NGLs and petrochemicals (a) 178 250 244 Asphalt 89 91 81 Propane 70 52 51 Heavy fuel oil 73 31 28 Total 2,983 2,835 2,623 (a) Product yields include renewable production.
( mbpd ) 2023 2022 2021 Gasoline (a) 1,526 1,494 1,446 Distillates (a) 1,047 1,079 965 Propane 66 70 52 NGLs and petrochemicals (a) 182 178 250 Heavy fuel oil 52 73 31 Asphalt 80 89 91 Total 2,953 2,983 2,835 (a) Product yields include renewable production and ethanol blending.
The facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases. The produced renewable diesel generates federal RINs and LCFS credits when sold in California or similar markets. These instruments are used to help meet our Renewable Fuel Standard and LCFS compliance obligations as a petroleum fuel producer.
The produced renewable diesel generates federal RINs and LCFS credits when sold in California or similar markets. These instruments are used to help meet our Renewable Fuel Standard and LCFS compliance obligations as a petroleum fuel producer.
( mbpd ) 2022 2021 2020 Gasoline 105 154 110 Distillates 158 162 187 Other 52 55 43 Total 315 371 340 Gasoline and Distillates We sell gasoline, gasoline blendstocks and distillates (including No. 1 and No. 2 fuel oils, jet fuel, kerosene, diesel and renewable diesel) to wholesale customers, branded jobbers, direct dealers and in the spot market.
( mbpd ) 2023 2022 2021 Gasoline 119 105 115 Distillates 156 158 121 Other 64 52 41 Total 339 315 277 Gasoline and Distillates We sell gasoline, gasoline blendstocks and distillates (including No. 1 and No. 2 fuel oils, jet fuel, kerosene, diesel and renewable diesel) to wholesale customers, branded jobbers, direct dealers and in the spot market.
Our annual bonus program is a critical component of our compensation, as it provides individual rewards for MPC’s achievement against preset financial and ESG goals, encouraging a sense of employee ownership.
Our annual bonus program, for which all employees are eligible, is a critical component of our compensation as it rewards employees for MPC’s achievement against preset goals, encouraging employee commitment and ownership of results.
Empowering our people and prioritizing 13 Table of Contents accountability are also key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision. Employee Profile As of December 31, 2022, we employed approximately 17,800 people in full-time and part-time roles.
Empowering our people and prioritizing accountability are also key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision. Employee Profile As of December 31, 2023, we employed approximately 18,200 people in full-time and part-time roles. Many of these employees provide services to MPLX, for which we are reimbursed in accordance with employee service agreements.
Benson was appointed Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary effective June 2018, having previously served as Vice President, Chief Compliance Officer and Corporate Secretary since March 2016. Prior to her 2016 appointment, she served as Assistant General Counsel, Corporate and Finance, beginning in 2012, and Group Counsel, Corporate and Finance, beginning in 2011. Ms.
Benson was appointed Chief Legal Officer and Corporate Secretary, effective January 1, 2024, having previously served as Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary since June 2018, and as Vice President, Chief Compliance Officer and Corporate Secretary since 2016. Prior to her 2016 appointment, Ms.
Subsequent changes to those rates are not grandfathered. New rates have since been established after EPAct 1992 for certain pipelines. FERC permits regulated oil pipelines to change their rates within prescribed ceiling levels that are tied to an inflation index. A carrier must, as a general rule, utilize the indexing methodology to change its rates.
Subsequent changes to those rates are not grandfathered. New rates have since been established after EPAct 1992 for certain pipelines, and certain of our pipelines have subsequently been approved to charge market-based rates. FERC permits regulated oil pipelines to change their rates within prescribed ceiling levels that are tied to an inflation index.
Lyon served in various roles of increasing responsibility with MPC since 1989, including as Manager, Marketing and Transportation Engineering beginning in 2010, and District Manager, Transport and Rail beginning in 2008.
Lyon served in various roles of increasing responsibility with MPC since 1989, including as Manager, Marketing and Transportation Engineering beginning in 2010, and District Manager, Transport and Rail beginning in 2008. He served as board chair for Liquid Energy Pipeline Association in 2023 and chairs the board of the Louisiana Offshore Oil Port (“LOOP”).
Galveston Bay, Texas City, Texas Refinery (593 mbpcd) Our Galveston Bay refinery is a combination of our former Texas City refinery and Galveston Bay refinery. The refinery is located on the Texas Gulf Coast southeast of Houston, Texas and can process a wide variety of crude oils into gasoline, distillates, NGLs and petrochemicals, heavy fuel oil and propane.
The refinery is located on the Texas Gulf Coast southeast of Houston, Texas and can process a wide variety of crude oils into gasoline, distillates, NGLs and petrochemicals, heavy fuel oil and propane. The refinery has access to the export market and multiple options to sell refined products.
Renewable Fuels Standards and Low Carbon Fuel Standards Pursuant to the Energy Policy Act of 2005 and the EISA, Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel. The statutory volumes apply through calendar year 2022.
Other states have issued, or may issue, zero emission vehicle mandates. 12 Table of Contents Renewable Fuels Standards and Low Carbon Fuel Standards Pursuant to the Energy Policy Act of 2005 and the EISA, Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.
The California Air Resources Board followed this executive order by finalizing its Advanced Clean Car II regulation, which bans the sale of internal combustion engine vehicles in California in 2035. Other states have issued, or may issue, zero emission vehicle mandates.
California’s governor has also issued an executive order requiring sales of all new passenger vehicles in the state be zero-emission by 2035. The California Air Resources Board followed this executive order by finalizing its Advanced Clean Car II regulation, which bans the sale of internal combustion engine vehicles in California in 2035.
EPA has proposed annual volumes for 2023-2025 that increase the volume of renewable fuel that must be blended year over year.
The statutory volumes apply through calendar year 2022. After calendar year 2022, the statute gives EPA the authority to set the annual volumes. EPA has promulgated annual volumes for 2023-2025 that increase the volume of renewable fuel that must be blended year over year.
Demand for our refined products also may decrease as a result of low carbon fuel standard programs or electric vehicle mandates. Safety Matters We are subject to oversight pursuant to the federal Occupational Safety and Health Act, as amended (“OSH Act”), as well as comparable state statutes that regulate the protection of the health and safety of workers.
Safety Matters We are subject to oversight pursuant to the federal Occupational Safety and Health Act, as amended (“OSH Act”), as well as comparable state statutes that regulate the protection of the health and safety of workers.
We sell asphalt in the domestic and export wholesale markets via rail, barge and vessel. Propane We produce propane at all of our refineries. Propane is primarily used for home heating and cooking, as a feedstock within the petrochemical industry, for grain drying and as a fuel for trucks and other vehicles.
Propane We produce propane at all of our refineries. Propane is primarily used for home heating and cooking, as a feedstock within the petrochemical industry, for grain drying and as a fuel for trucks and other vehicles. Our propane sales are split approximately 80 percent and 20 percent between the home heating market and industrial/petrochemical consumers, respectively.
Vehicle and Fuel Requirements Fuel Economy and GHG Emission Standards for Vehicles The National Highway Traffic Safety Administration (“NHTSA”) establishes corporate average fuel economy (“CAFE”) standards for passenger cars and light trucks. In addition, EPA establishes carbon dioxide (“CO2”) emission standards for passenger cars and light trucks.
We cannot currently predict the impact of potential statutes or regulations on our remediation costs. Vehicle and Fuel Requirements Fuel Economy and GHG Emission Standards for Vehicles The National Highway Traffic Safety Administration (“NHTSA”) establishes corporate average fuel economy (“CAFE”) standards for passenger cars and light trucks.
At the direction of President Biden in his executive order setting a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles, EPA and NHTSA have promulgated separate rules setting more stringent requirements for reductions through model year 2026.
In addition, EPA establishes carbon dioxide (“CO2”) emission standards for passenger cars and light trucks. An Executive Order issued on August 5, 2021, set a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles. Consistent with this order, EPA and NHTSA have promulgated separate rules setting more stringent requirements.
The specialization within each group allows us to specifically address MPC’s broad range of current and future talent needs, as well as devote time and attention to candidates during the hiring process. We value diverse perspectives in the workforce, and accordingly we seek candidates with a variety of backgrounds and experience.
Our Talent Acquisition team consists of three segments: Executive Recruiting, Experienced Recruiting and University Recruiting. The specialization within each group allows us to specifically address MPC’s broad range of current and future talent needs, as well as devote time and attention to candidates during the hiring process.
Laird was appointed Chief Human Resources Officer and Senior Vice President, Communications, effective February 24, 2021. Prior to this appointment, she served as Chief Human Resources Officer beginning in October 2018, having previously served as Chief Human Resources Officer at Andeavor beginning in February 2018. Before joining Andeavor, Ms.
Benson served as Assistant General Counsel, Corporate and Finance, beginning in 2012, and Group Counsel, Corporate and Finance, beginning in 2011. Ms. Laird was appointed Chief Human Resources Officer and Senior Vice President Communications, effective February 2021, having previously served as Chief Human Resources Officer since October 2018.
Cost-of-service ratemaking, market-based rates and settlement rates are alternatives to the indexing approach and may be used in certain specified circumstances to change rates. Air GHG Emissions We believe the advancement of public policy intended to address GHG emissions, climate change, and climate adaptation will continue, with the potential for further regulations that could affect our operations.
Air GHG Emissions We believe the advancement of public policy intended to address GHG emissions, climate change, and climate adaptation will continue, with the potential for further regulations that could affect our operations. Currently, legislative and regulatory measures to address GHG emissions are in various phases of review, discussion or implementation.
( mbpd ) 2022 2021 2020 United States 1,895 1,890 1,650 Canada 539 445 442 Middle East and other international 327 286 326 Total 2,761 2,621 2,418 Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges. 6 Table of Contents Renewable Fuels The Dickinson, North Dakota, renewable fuels facility began operations at the end of 2020 and reached full design operating capacity in the second quarter of 2021.
( mbpd ) 2023 2022 2021 United States 1,782 1,895 1,890 Canada 597 539 445 Other international 298 327 286 Total 2,677 2,761 2,621 Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges.
Lyon 55 MPLX Senior Vice President, Logistics & Storage * Corporate officer. Mr. Hennigan was appointed President and Chief Executive Officer effective March 2020, and as a member of the Board of Directors effective April 2020.
Hennigan was appointed Chief Executive Officer, effective January 1, 2024, having previously served as President and Chief Executive Officer since March 2020. He has served as a member of the Board of Directors since April 2020. Mr.
These regulations also require that pipeline operation and maintenance personnel meet certain qualifications and that pipeline operators develop comprehensive spill response plans. Tribal Lands Various federal agencies, including EPA and the Department of the Interior, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and gas operations on Native American tribal lands where we operate.
We believe that we are in material compliance with all applicable laws and regulations regarding the security of our facilities. Tribal Lands Various federal agencies, including EPA and the Department of the Interior, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and gas operations on Native American tribal lands where we operate.
We believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers and consumers within our market area. The following table sets forth our refined product sales volumes by product group for each of the last three years.
The following table sets forth our refined product sales volumes by product group for each of the last three years.
We have developed a RIN integrity program to vet the RINs that we purchase, and we incur costs to audit RIN generators. Nevertheless, if any of the RINs that we purchase and use for compliance are found to be invalid, we could incur costs and penalties for replacing the invalid RINs.
Nevertheless, if any of the RINs that we purchase and use for compliance are found to be invalid, we could incur costs and penalties for replacing the invalid RINs. In addition to the federal Renewable Fuel Standards, certain states have, or are considering, promulgation of state renewable or low carbon fuel standards.
Heavy residual fuel oil is primarily used in the utility and ship bunkering (fuel) industries, though there are other more specialized uses of the product. Terminals and Transportation We transport, store and distribute crude oil, feedstocks and refined products through pipelines, terminals and marine fleets owned by MPLX and third parties in our market areas.
Terminals and Transportation We transport, store and distribute crude oil, feedstocks and refined products through pipelines, terminals and marine fleets owned by MPLX and third parties in our market areas. We own a fleet of transport trucks and trailers for the movement of refined products and crude oil.
The refinery has access to the export market and multiple options to sell refined products. Our cogeneration facility, which supplies the Galveston Bay refinery, currently has 1,055 megawatts of electrical production capacity and can produce 4.3 million pounds of steam per hour.
Our cogeneration facility, which supplies the Galveston Bay refinery, currently has 1,055 megawatts of electrical production capacity and can produce 4.3 million pounds of steam per hour. Approximately 49 percent of the power generated in 2023 was used at the refinery, with the remaining electricity being sold into the electricity grid.
States are becoming active in regulating GHG emissions. These measures may include state actions to develop statewide or regional programs to report emissions and impose emission reductions. These measures may also include low-carbon fuel standards, such as the California program, or a state carbon tax.
A higher SC-GHG could support more stringent GHG emission regulation in various rule makings from methane emissions to vehicle tailpipe emissions. States are becoming active in regulating GHG emissions. These measures may include state actions to develop statewide or regional programs to report emissions and impose emission reductions.
Additional demonstration projects included the introduction of bio-based polyester fabrics to applications in the airline, fashion and outdoor clothing industries. On December 14, 2021, we finalized the formation of a joint venture with Archer-Daniels-Midland Company (“ADM”) for the production of soybean oil to supply rapidly growing demand for renewable diesel fuel.
We formed a joint venture with Archer-Daniels-Midland Company (“ADM”) for the production of soybean oil to supply rapidly growing demand for renewable diesel fuel.
Other Air Emissions In 2021, the EPA announced it is reconsidering the National Ambient Air Quality Standards (“NAAQS”) for ozone and fine particulate matter. In January 2023, EPA published its proposal to lower the primary (health-based) fine particulate matter annual standard from its current level of 12.0 µg/m3 to within the range of 9.0 to 10.0 µg/m3.
Other Air Emissions In February 2024, EPA released a final rule to lower the primary (health-based) fine particulate matter annual standard from its current level of 12.0 µg/m3 to 9.0 µg/m3.
Also, a petition has been filed with the Army Corps asking it to revoke the 2021 authorization. The Biden Administration could repeal or replace the 2021 authorization in a subsequent rulemaking. The repeal, vacatur, revocation or replacement of the 2021 authorization could impact pipeline construction and maintenance activities.
Also, a petition has been filed with the Army Corps asking it to revoke the 2021 authorization. The Army Corps could repeal or replace the 2021 authorization in a subsequent rulemaking, and proposed modifications to NWP 12 are expected to be published for notice and comment in early 2024.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLaws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment, • solid and hazardous waste management, • the regulatory classification of materials currently or formerly used in our business, • pollution prevention, • climate change and GHG emissions, • characteristics and composition of transportation fuels, including the quantity of renewable fuels that must be blended into transportation fuels, • public and employee safety and health, • permitting, • inherently safer technology, and • facility security. 23 Table of Contents The specific impact of laws and regulations on us and our competitors may vary depending on a number of factors, including the age and location of operating facilities, marketing areas, crude oil and feedstock sources, production processes and subsequent judicial interpretation of such laws and regulations.
Biggest changeLaws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment; • solid and hazardous waste management; • the regulatory classification of materials currently or formerly used in our business; • pollution prevention; • climate change and GHG emissions; • characteristics and composition of transportation fuels, including the quantity of renewable fuels that must be blended into transportation fuels; • public and employee safety and health; • permitting; • inherently safer technology; and • facility security.
Certain of our refineries receive crude oil and other feedstocks by tanker or barge. MPLX operates a fleet of boats and barges to transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks to and from refineries and terminals owned by MPC.
Certain of our refineries receive crude oil and other feedstocks by tanker or barge. MPLX operates a fleet of boats and barges to transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks to and from our refineries and terminals owned by MPC and MPLX.
Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including: • increasing our vulnerability to changing economic, regulatory and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; 21 Table of Contents • limiting our ability to pay dividends to our stockholders; • limiting our ability to borrow additional funds; and • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including: • increasing our vulnerability to changing economic, regulatory and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; • limiting our ability to pay dividends to our stockholders; • limiting our ability to borrow additional funds; and 21 Table of Contents • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
These include provisions: • providing that our board of directors fixes the number of members of the board; • providing for the division of our board of directors into three classes with staggered terms; • providing that only our board of directors may fill board vacancies; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; • establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation; 27 Table of Contents • providing that our directors may only be removed for cause; • authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and • authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
These include provisions: • providing that our board of directors fixes the number of members of the board; • providing for the division of our board of directors into three classes with staggered terms; • providing that only our board of directors may fill board vacancies; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; • establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation; • providing that our directors may only be removed for cause; • authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and • authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
Such risks could adversely impact our business and ability to realize certain growth strategies. We operate and develop our business with the expectation that regulations and societal sentiment will continue to enable the development, transportation and use of carbon-based fuels.
Such risks could adversely impact our business and our ability to continue to operate or realize certain growth strategies. We operate and develop our business with the expectation that regulations and societal sentiment will continue to enable the development, transportation and use of carbon-based fuels.
Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could affect our results of operations and financial condition. Currently, multiple legislative and regulatory measures to address GHG (including carbon dioxide, methane and nitrous oxides) and other emissions are in various phases of consideration, promulgation or implementation.
Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our results of operations and financial condition. Currently, multiple legislative and regulatory measures to address GHG (including carbon dioxide, methane and nitrous oxides) and other emissions are in various phases of consideration, promulgation or implementation.
The Shipping Act of 1916 and Merchant Marine Act of 1920 (collectively, the “Maritime Laws”), generally require that vessels engaged in U.S. coastwise trade be owned by U.S. citizens. Among other requirements to establish citizenship, entities that own such vessels must be owned at least 75 percent by U.S. citizens.
The Shipping Act of 1916 and Merchant Marine Act of 1920 (together, the “Maritime Laws”), generally require that vessels engaged in U.S. coastwise trade be owned by U.S. citizens. Among other requirements to establish citizenship, entities that own such vessels must be owned at least 75 percent by U.S. citizens.
Our failure or perceived failure to pursue or fulfill such goals and targets or to satisfy various reporting standards within the timelines we announce, or at all, could have a negative impact on investor sentiment, ratings outcomes for evaluating our approach to ESG matters, stock price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.
Our failure or perceived failure to pursue or fulfill such goals and targets or to satisfy various reporting standards within the timelines we announce, or at all, could have a negative impact on investor sentiment, ratings outcomes for evaluating our approach to ESG 25 Table of Contents matters, stock price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.
Efforts to achieve goals and targets, such as the foregoing and future internal climate-related initiatives, may increase costs, require purchase of carbon credits, or limit or impact our business plans and financial results, potentially resulting in the reduction 25 Table of Contents to the economic end-of-life of certain assets and an impairment of the associated net book value, among other material adverse impacts.
Efforts to achieve goals and targets, such as the foregoing and future internal climate-related initiatives, may increase costs, require purchase of carbon credits, or limit or impact our business plans and financial results, potentially resulting in the reduction to the economic end-of-life of certain assets and an impairment of the associated net book value, among other material adverse impacts.
We rely on such systems to process, transmit and store electronic information, including financial records and personally identifiable information such as employee, customer and investor data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, credit card payments and authorizations at certain of our customers’ retail outlets, financial transactions, banking and numerous other processes and transactions.
We rely on such systems to process, transmit and store electronic information, including financial records and personally identifiable information such as employee, customer and investor data, 18 Table of Contents and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, credit card payments and authorizations at certain of our customers’ retail outlets, financial transactions, banking and numerous other processes and transactions.
Attorneys general and other government officials have in the past and may in the future pursue litigation in which they seek to recover civil damages from companies on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages.
Attorneys general and other government officials have in the past and may in the future pursue litigation in which they seek to recover civil damages from 26 Table of Contents companies on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages.
Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refining and marketing margins are uncertain. We generally purchase our feedstocks weeks before we refine them and sell the refined products.
Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refining and marketing margins are uncertain. We generally 17 Table of Contents purchase our feedstocks weeks before we refine them and sell the refined products.
If we fail to maintain compliance with the Maritime Laws, we 26 Table of Contents would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade. Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows.
If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade. Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows.
Continuing increases in inflation could impact the commodity markets generally, the overall demand for our products and services, our costs for labor, material and services and the margins we are able to realize on our products, all of which could have an adverse impact on our business, financial position, results of operations and cash flows.
Continuing increases in inflation could impact the commodity markets generally, the overall demand for our products and services, our costs for labor, material and services and the margins we are able to realize on our products, all of which could have an adverse impact on our business, financial position, 19 Table of Contents results of operations and cash flows.
The scope and magnitude of the changes to U.S. climate change strategy under the Biden administration and future administrations, however, remain subject to the passage of legislation and interpretation and action of federal and state regulatory bodies; therefore, the impact to our industry and operations due to GHG regulation is unknown at this time.
The scope and magnitude of the changes to U.S. climate change strategy under the current and future administrations, however, remain subject to the passage of legislation and interpretation and action of federal and state regulatory bodies; therefore, the impact to our industry and operations due to GHG regulation is unknown at this time.
The Executive Order also calls for the federal government to pause oil and gas leasing on federal lands, reduce methane 24 Table of Contents emissions from the oil and gas sector as quickly as possible, and requires federal permitting decisions to consider the effects of GHG emissions and climate change.
The Executive Order also calls for the federal government to pause oil and gas leasing on federal lands and reduce methane emissions from the oil and gas sector as quickly as possible, and requires federal permitting decisions to consider the effects of GHG emissions and climate change.
Together, these trends and developments have had and are expected to continue to have an adverse effect on sales of our petroleum-based transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows. Our operations are subject to business interruptions and casualty losses.
Together, these trends and developments have had and are expected to continue to have an adverse effect on sales of our petroleum-based transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
For example, we are subject to ongoing litigation regarding trespass claims relating to a portion of the Tesoro High Plains pipeline in North Dakota. The Court of Chancery of the State of Delaware will be, to the extent permitted by law, the sole and exclusive forum for substantially all disputes between us and our shareholders.
For example, we are subject to ongoing litigation regarding trespass claims relating to a portion of the Tesoro High Plains pipeline in North Dakota. 27 Table of Contents The Court of Chancery of the State of Delaware will be, to the extent permitted by law, the sole and exclusive forum for most disputes between us and our shareholders.
We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and 20 Table of Contents processes available to mitigate such risks.
We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and processes available to mitigate such risks.
Future transactions involving the addition of new assets or businesses will present risks, which may include, among others: • inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs; • an inability to successfully integrate, or a delay in the successful integration of, assets or businesses we acquire; • a decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions; • a significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions; • the assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate; • the diversion of management’s attention from other business concerns; • the loss of customers or key employees from the acquired business; and • the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges. 28 Table of Contents Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows.
Future transactions involving the addition of new assets or businesses will present risks, which may include, among others: • inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs; • an inability to successfully integrate, or a delay in the successful integration of, assets or businesses we acquire; • a decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions; • a significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions; • the assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate; • the diversion of management’s attention from other business concerns; • the loss of customers or key employees from the acquired business; and • the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
These and other cybersecurity threats may originate with criminal attackers, state-sponsored actors or employee error or malfeasance.
These and other cybersecurity threats may originate with criminal attackers, advanced persistent threats and nation-state actors, state-sponsored actors or employee error or malfeasance.
Any changes in our credit capacity or credit profile could materially and adversely affect our business, financial condition, results of operations and cash flows. Significant variations in the market prices of crude oil and refined products can affect our financial performance. During 2020, there were significant variations in the market prices of products held in our inventories.
Any changes in our credit capacity or credit profile could materially and adversely affect our business, financial condition, results of operations and cash flows. Significant variations in the market prices of crude oil and refined products can affect our financial performance.
At December 31, 2022, our total debt obligations for borrowed money and finance lease obligations were $27.08 billion, including $20.11 billion of obligations of MPLX and its subsidiaries. We may incur substantial additional debt obligations in the future.
At December 31, 2023, our total debt obligations for borrowed money and finance lease obligations were $27.62 billion, including $20.71 billion of obligations of MPLX and its subsidiaries. We may incur substantial additional debt obligations in the future.
There is also increased regulatory interest in per- and polyfluoroalkyl substances (“PFAS”), which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows.
There is also 23 Table of Contents increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows.
In 2022, MPC established a target to reduce GHG emissions and MPLX established a target to reduce methane emissions intensity. These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.
In 2022, MPC established a target to reduce GHG emissions and MPLX established a target to reduce methane emissions intensity. These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis.
Our Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: • 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.
Our Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for: • 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.
These limitations could have an adverse impact on the liquidity of the market for our common stock if holders are unable to transfer shares to non-U.S. citizens due to the limitations on ownership by non-U.S. citizens. Any such limitation on the liquidity of the market for our common stock could adversely impact the market price of our common stock.
These limitations could have an adverse impact on the liquidity of the market for our common stock if holders are unable to transfer 28 Table of Contents shares to non-U.S. citizens due to the limitations on ownership by non-U.S. citizens.
These agreements may be renewed at an increased cost to us. In addition, we have experienced in the past, and may experience in the future, work stoppages as a result of labor disagreements. Any prolonged work stoppages disrupting operations could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, we have experienced in the past, and may experience in the future, work stoppages as a result of labor disagreements. Any prolonged work stoppages disrupting operations could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new petroleum-fueled vehicles may decrease the demand and may increase the cost for our transportation fuels.
Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for petroleum-based transportation fuels. Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new petroleum-fueled vehicles may decrease the demand and may increase the cost for our transportation fuels.
Our systems (and those of our third-party business partners and service providers) are subject to numerous and evolving cybersecurity threats and attacks, including ransomware and other malware, and phishing and social engineering schemes, which can compromise our ability to operate, and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.
Our information systems (and those of our third-party business partners and service providers), including our cloud computing environments and operational technology environments, are subject to numerous and evolving cybersecurity threats and attacks, including ransomware and other malware, and phishing and social engineering schemes, supply chain attacks, and advanced artificial intelligence cyberattacks, which can compromise our ability to operate, and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.
General Risk Factors Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.
Any such limitation on the liquidity of the market for our common stock could adversely impact the market price of our common stock. General Risk Factors Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.
Energy companies are subject to increasing environmental and climate-related litigation. Governmental and other entities in various U.S. states have filed lawsuits against various energy companies, including us. 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.
Energy companies are subject to increasing environmental and climate-related litigation. Governmental and other entities in various U.S. states have filed lawsuits against various energy companies, including us, alleging damages as a result of climate change , false statements about climate change, and violations of various consumer protection statutes. The plaintiffs are seeking unspecified damages and abatement under various tort theories.
A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows. Approximately 3,755 of our employees are covered by collective bargaining agreements. Approximately 2,545 refinery employees are covered by collective bargaining agreements with expiration dates ranging from 2023 to 2027.
A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows. Approximately 3,800 of our employees are covered by collective bargaining agreements with expiration dates ranging from 2024 to 2027. These agreements may be renewed at an increased cost to us.
In recent years, increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community.
In recent years, increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community, including climate change, energy transition matters, and diversity, equity and inclusion.
Any of these outcomes could have a material adverse effect on our business and results of operations. Historic or current operations could subject us to significant legal liability or restrict our ability to operate. We currently are defending litigation and anticipate we will be required to defend new litigation in the future.
Historic or current operations could subject us to significant legal liability or restrict our ability to operate. We currently are defending litigation and anticipate we will be required to defend new litigation in the future.
We accounted for the Andeavor and other acquisitions using the acquisition method of accounting, which requires that the assets and liabilities of the acquired business be recorded to our balance sheet at their respective fair values as of the acquisition date. Any excess of the purchase consideration over the fair value of the acquired net assets is recognized as goodwill.
We accounted for certain acquisitions using the acquisition method of accounting, which requires that the assets and liabilities of the acquired business be recorded to our balance sheet at their respective fair values as of the acquisition date.
At the direction of President Biden in his Executive Order setting a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles, EPA and NHTSA have promulgated separate rules setting more stringent requirements for reductions through model year 2026.
An Executive Order issued on August 5, 2021, set a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles. Consistent with this order, EPA and NHTSA have promulgated separate rules setting more stringent requirements for reductions through model year 2026.
Other automobile manufacturers have similar, or more aggressive, goals with respect to vehicle electrification. Technological breakthroughs relating to renewable fuels or other fuel alternatives such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for petroleum-based transportation fuels.
Technological breakthroughs relating to renewable fuels or other fuel alternatives such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for petroleum-based transportation fuels.
To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows.
To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows. 20 Table of Contents We are subject to risks arising from our operations outside the United States and generally to worldwide political and economic developments.
Increases in inflation may have an adverse effect on us. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies.
Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies.
The loss of market share by those who operate our branded outlets and the direct dealer locations we supply could adversely affect our business, financial condition, results of operations and cash flows.
The loss of market share by those who operate our branded outlets and the direct dealer locations we supply could adversely affect our business, financial condition, results of operations and cash flows. We may be negatively impacted by inflation. Increases in inflation may have an adverse effect on us.
Because the techniques used to obtain unauthorized access, or to disable or degrade systems continuously evolve and have become increasingly complex and sophisticated, and can remain undetected for a period of time despite efforts to detect and respond in a timely manner, we (and our third-party business partners and service providers) are subject to the risk of cyberattacks. 18 Table of Contents Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems.
Because the techniques used to obtain unauthorized access, or to disable or degrade systems continuously evolve and have become increasingly complex and sophisticated, and can remain undetected for a period of time despite efforts to detect and respond in a timely manner, we (and our third-party business partners and service providers) are subject to the risk of cyberattacks.
However, the forum selection provision does not apply to any claims, actions or proceedings arising under the Securities Act or the Exchange Act. Provisions in our corporate governance documents could operate to delay or prevent a change in control of our company, dilute the voting power or reduce the value of our capital stock or affect its liquidity.
Provisions in our corporate governance documents could operate to delay or prevent a change in control of our company, dilute the voting power or reduce the value of our capital stock or affect its liquidity.
Significant reductions in refining and marketing margins could require us to reduce our capital expenditures, impair the carrying value of our assets (such as property, plant and equipment, inventory or goodwill), and require us to re-evaluate practices regarding our repurchase activity and dividends. 17 Table of Contents Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for petroleum-based transportation fuels.
Significant reductions in refining and marketing margins could require us to reduce our capital expenditures, impair the carrying value of our assets (such as property, plant and equipment, inventory or goodwill), and require us to re-evaluate practices regarding our repurchase activity and dividends.
Future outbreaks of infectious diseases or pandemics could affect demand for refined products and economic conditions generally, as the COVID-19 pandemic has done in recent years.
Future outbreaks of infectious diseases or pandemics could affect demand for refined products and economic conditions generally.
Though the United States had withdrawn from the Paris Agreement, President Biden issued an executive order recommitting the United States to the Paris Agreement on January 20, 2021. President Biden also issued an Executive Order on climate change in which he announced putting the U.S. on a path to achieve net-zero carbon emissions, economy-wide, by 2050.
In the United States, an Executive Order issued on January 27, 2021, announced putting the U.S. on a path to achieve net-zero carbon emissions, economy-wide, by 2050.
We have several large capital projects underway, including the activities associated with the conversion of the Martinez refinery to a renewable diesel facility. Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce.
Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce.
We are subject to extensive tax liabilities, including federal, state and local income taxes in the United States and in foreign jurisdictions, and, transactional, payroll, franchise, withholding and property taxes.
Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows. We are subject to extensive tax liabilities, including federal, state and local income taxes in the United States and in foreign jurisdictions, and, transactional, payroll, franchise, withholding and property taxes.
Historically, we also have maintained insurance coverage for physical damage and resulting business interruption to our major facilities, with significant self-insured retentions.
Historically, we also have maintained insurance coverage for physical damage and resulting business interruption to our major facilities, with significant self-insured retentions. In the future, we may not be able to maintain insurance of the types and amounts we desire at reasonable rates.
In the future, we may not be able to maintain insurance of the types and amounts we desire at reasonable rates. 22 Table of Contents We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations.
We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations.
Other jurisdictions have issued or considered issuing similar mandates, and we expect this trend will continue. Moreover, consumer acceptance and market penetration of electric, hybrid and alternative fuel vehicles continues to increase. In 2021, several automobile manufacturers jointly announced their shared goal that 40-50% of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030.
Other jurisdictions have issued or considered issuing similar mandates, and we expect this trend will continue. Moreover, consumer acceptance and market penetration of electric, hybrid and alternative fuel vehicles continues to increase.
In addition, California requires refinery owners to pay prevailing wages to contract craft workers and restricts refiners’ ability to hire qualified employees to a limited pool of applicants.
In the event of a work stoppage impacting operations, we have a contingency plan in place to continue operations. In addition, some states in which we operate require refinery owners to pay prevailing wages to contract craft workers and restrict refiners’ ability to hire qualified employees to a limited pool of applicants.
We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events of varying degrees. To date, the impacts of prior events have not had a material adverse effect on us.
To date, the impacts of prior events have not had a material adverse effect on us.
As of December 31, 2022, our balance sheet reflected $8.2 billion and $1.9 billion of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment.
To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment. Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.
Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment. Large capital projects can be subject to delays, take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns.
Large capital projects can be subject to delays, take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns. We have several large capital projects underway, including efficiency and modernization improvements at our Los Angeles Refinery and a Distillate Hydrotreater project at our Galveston Bay Refinery.
We are subject to risks arising from our operations outside the United States and generally to worldwide political and economic developments. We operate and sell some of our products outside the United States.
We operate and sell some of our products and procure some feedstocks outside the United States.
Those significant variations required us to record either inventory valuation charges or benefits to reflect the valuation of our inventories at the lower of cost or market. Future inventory valuation adjustments could have a negative or positive effect on our financial performance.
Significant variations in the market prices of products held in our inventories could have a negative or positive effect on our financial performance.
Removed
The COVID-19 pandemic has had, and may continue to have, a material and adverse effect on our and our customers’ business and on general economic, financial and business conditions.
Added
In 2021, several automobile manufacturers jointly announced their shared goal that 40-50 percent of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030. Other automobile manufacturers have similar, or more aggressive, goals with respect to vehicle electrification.
Removed
The COVID-19 pandemic and existing COVID-19 mitigation measures have had adverse effects on global travel and economic activity and, consequently, demand for the petroleum products that we manufacture, sell, transport and store.
Added
Our operations are subject to business interruptions and present inherent hazards and risks, which could adversely impact our results of operations and financial condition.
Removed
While demand for the petroleum products that we manufacture, sell, transport and store witnessed a substantial recovery in 2022, significant uncertainty remains as to the extent to which further resurgences in the virus, the emergence of new variants and waning vaccine effectiveness may spur future actions by individuals, governments and the private sector to stem the spread of the virus.
Added
Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems. We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events of varying degrees.
Removed
The extent to which the COVID-19 pandemic continues to impact global economic conditions, our business and the business of our customers, suppliers and other counterparties, will depend largely on future developments that remain uncertain and cannot be predicted, such as the length and severity of the pandemic; the social, economic and epidemiological effects of COVID-19 mitigation measures; the extent to which individuals acquire and retain immunity; emerging virus variants and how those new variants of the disease affect the human body; the stress on access to materials, supplies and contract labor; and general economic conditions.
Added
Any excess of the purchase consideration over the fair value of the acquired net assets is recognized as goodwill. 22 Table of Contents As of December 31, 2023, our balance sheet reflected $8.2 billion and $1.8 billion of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill.
Removed
Additionally, the continuation of the pandemic could precipitate or aggravate the other risks identified in this Form 10-K, which in turn could further materially and adversely affect our business, financial condition and results of operations, including in ways not currently known or considered by us to present significant risks. 19 Table of Contents We may be negatively impacted by inflation.
Added
The specific impact of laws and regulations on us and our competitors may vary depending on a number of factors, including the age and location of operating facilities, marketing areas, crude oil and feedstock sources, production processes and subsequent judicial interpretation of such laws and regulations.
Removed
In a second Executive Order, President Biden reestablished a working group to develop the social cost of carbon and the social cost of methane. The social cost of carbon and social cost of methane can be used to weigh the costs and benefits of proposed regulations. A higher social cost of carbon could support more stringent GHG emission regulation.
Added
In December 2023, EPA completed one provision of the order by promulgating a final rule to reduce methane and volatile organic compounds from oil and gas operations. Concurrently, EPA significantly increased the social cost of greenhouse gases. A higher social cost of greenhouse gases could support more stringent GHG emission regulation.
Removed
Strategic Transaction Risks Following the Speedway sale, our diminished diversification of revenue sources may adversely affect our results of operations and financial condition. On May 14, 2021, we completed the sale of Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven.
Added
Governments and private parties may continue to file lawsuits or initiate regulatory action based on allegations that certain public statements regarding climate change and other ESG related matters and practices by companies are false and misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes, presenting a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or ESG disclosures and practices. 24 Table of Contents Attorneys general and other government officials may continue to pursue litigation in which they seek to recover civil damages against us on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages.
Removed
Following the completion of the sale, our diversification of revenue sources diminished, and our business, financial condition, results of operations and cash flows may be subject to increased volatility as a result.
Added
Further, our reputation could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.
Added
We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and technologies become available. Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.
Added
Any of these outcomes could have a material adverse effect on our business and results of operations. If California or other jurisdictions (i) establish a maximum refining margin and impose a financial penalty for profits above such maximum refining margin or (ii) impose restrictions on turnaround and maintenance activities, our financial results and profitability could be adversely affected.
Added
In June 2023, the provisions of California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SBx 1-2”) became effective, which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations (e.g., daily, weekly, monthly, and annually reporting of detailed operational and financial data on all aspects of our operations in California) to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California, (iii) created the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
Added
The operational data reporting includes our plans for turnaround and maintenance activities at our Los Angeles refinery and Martinez renewable fuels facility and our plans to address potential impacts on feedstock and product inventories in California resulting from such turnaround and maintenance activities.
Added
In late 2023, the CEC adopted (i) an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SBx 1-2, and (ii) an order initiating rulemaking activity under SBx 1-2 that will be focused on refinery maintenance and turnarounds.
Added
To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin, our financial results and profitability could be adversely affected.
Added
Our results of operations, financial performance and safety and maintenance efforts could also be adversely impacted to the extent that restrictions on turnaround and maintenance activities are imposed by the CEC.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeMIDSTREAM - MPC-RETAINED ASSETS AND INVESTMENTS The following table sets forth certain information related to our crude oil and refined products pipeline systems not owned by MPLX. As of December 31, 2022, we had partial ownership interests in the following pipeline companies.
Biggest changeNGL Pipelines Diameter (inches) Length (miles) Marcellus Operations 4” - 20” 448 Utica Operations 4” - 20” 178 Southern Appalachia Operations 6” - 8” 140 Southwest Operations 6” - 10" 28 Bakken Operations 6” - 12” 104 Rockies Operations 4” - "10 36 MIDSTREAM - MPC-RETAINED ASSETS AND INVESTMENTS The following table sets forth certain information relating to our crude oil and refined products pipeline systems not owned by MPLX.
Item 2. Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained. See the following sections for details of our assets by segment. REFINING & MARKETING The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, 2022.
Item 2. Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained. See the following sections for details of our assets by segment. REFINING & MARKETING The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, 2023.
The following table sets forth information regarding the pipeline systems which MPLX has an interest in through ownership of its equity method investments as of December 31, 2022.
The following table sets forth information regarding the pipeline systems which MPLX has an interest in through ownership of its equity method investments as of December 31, 2023.
Pipeline Company Diameter ( inches ) Length ( miles ) Ownership Interest Operated by MPL Crude oil pipeline companies: Capline Pipeline Company LLC 40” 644 33% Yes Gray Oak Pipeline, LLC 8”-30” 845 25% No LOOP (a) 48” 48 10% No Total 1,489 Refined products pipeline companies: Ascension Pipeline Company LLC 12” 32 50% No Centennial Pipeline LLC (b) 24”-26” 793 50% Yes Muskegon Pipeline LLC 10”-12” 170 60% Yes Wolverine Pipe Line Company 6”-18” 798 6% No Total 1,793 (a) Represents interest retained by MPC and excludes MPLX’s 40.7 percent ownership interest in LOOP.
Pipeline Company Diameter ( inches ) Length ( miles ) Ownership Interest Operated by MPL Crude oil pipeline companies: Capline Pipeline Company LLC 40” 644 33 % Yes Gray Oak Pipeline, LLC 8” - 30” 845 25 % No LOOP (a) 48” 48 10 % No Total 1,489 Refined products pipeline companies: Ascension Pipeline Company LLC 12” 34 50 % No Centennial Pipeline LLC (b) 24” - 26” 793 50 % Yes Muskegon Pipeline LLC 10” - 12” 170 60 % Yes Wolverine Pipe Line Company 6” - 18” 798 6 % No Total 1,795 (a) Represents interest retained by MPC and excludes MPLX’s 41 percent ownership interest in LOOP.
Class of Equipment Number in Class Capacity ( mbbls ) Jones Act product tankers 4 1,320 750 Series ATB vessels (a) 3 990 (a) Represents ownership through our indirect noncontrolling 50% interest in Crowley Blue Water Partners. 35 Table of Contents
Class of Equipment Number in Class Capacity ( mbbls ) Jones Act product tankers 4 1,320 750 Series ATB vessels (a) 3 990 (a) Represents ownership through our indirect noncontrolling 50 percent interest in Crowley Blue Water Partners.
The following table sets forth details about MPLX barges and towboats as of December 31, 2022.
The following table sets forth details about MPLX barges and towboats as of December 31, 2023.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( thousand barrels ) Light Products Terminals: Alaska 1 231 New York 1 352 Subtotal light products terminals 2 583 Asphalt Terminals: Florida 1 263 Indiana 1 121 Kentucky 4 549 Louisiana 1 54 Michigan 1 12 New York 1 417 Ohio 4 2,207 Pennsylvania 1 451 Tennessee 2 480 Subtotal asphalt terminals 16 4,554 Total owned and operated terminals 18 5,137 31 Table of Contents MIDSTREAM - MPLX The following table sets forth certain information relating to MPLX’s crude oil and refined products pipeline systems and storage assets as of December 31, 2022.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( thousand barrels ) Light Products Terminals: Alaska 1 231 New York 1 334 Subtotal light products terminals 2 565 Asphalt Terminals: Florida 1 263 Indiana 1 121 Kentucky 4 549 Louisiana 1 54 Michigan 1 12 New York 1 417 Ohio 4 2,207 Pennsylvania 1 451 Tennessee 2 480 Subtotal asphalt terminals 16 4,554 Total owned and operated terminals 18 5,119 33 Table of Contents MIDSTREAM - MPLX The following table sets forth certain information relating to MPLX’s crude oil and refined products pipeline systems and storage assets as of December 31, 2023.
(b) Includes approximately 1,173 miles of inactive crude pipeline and 203 miles of inactive refined product pipeline. (c) Includes approximately 87 miles and 17 miles of refined product pipelines in which MPLX has partial ownership of 65% and 50%, respectively. (d) Refining logistics assets primarily include tankage.
(b) Includes approximately 1,192 miles of inactive crude oil pipeline and 201 miles of inactive refined product pipeline. (c) Includes approximately 87 miles and 17 miles of refined product pipelines in which MPLX has partial ownership of 65% and 50%, respectively. (d) Refining logistics assets primarily include tankage.
Paul Park, Minnesota 105 Canton, Ohio 100 Mandan, North Dakota 71 Salt Lake City, Utah 66 Subtotal Mid-Continent region 1,159 West Coast Region Los Angeles, California 363 Anacortes, Washington 119 Kenai, Alaska 68 Subtotal West Coast region 550 Total 2,898 The Dickinson, North Dakota, renewable fuels facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases.
Paul Park, Minnesota 105 Canton, Ohio 100 Mandan, North Dakota 71 Salt Lake City, Utah 68 Subtotal Mid-Continent region 1,170 West Coast Region Los Angeles, California 365 Anacortes, Washington 119 Kenai, Alaska 68 Subtotal West Coast region 552 Total 2,950 The Dickinson, North Dakota, renewable fuels facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases.
Diameter ( inches ) Length (miles) Ownership Percentage Crude Systems: MarEn Bakken Company LLC (a) 30" 1,916 25% Minnesota Pipe Line Company LLC 16"-24" 975 17% Wink to Webster Holdings LLC 36" 522 11% Illinois Extension Pipeline Company LLC 24" 168 35% Andeavor Logistics Rio Pipeline LLC 12" 119 67% LOCAP LLC 48" 57 59% LOOP LLC 48" 48 41% Refined Product Systems: Explorer Pipeline Company 12" - 28" 1,826 25% Natural Gas and NGL Systems: Whistler Pipeline LLC 36" - 42" 498 38% BANGL LLC (a) 12" - 24" 109 25% (a) The investment in MarEn Bakken Company LLC includes MPLX’s 9.19 percent indirect interest in a joint venture that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL.
Diameter ( inches ) Length (miles) Ownership Percentage Crude Oil Systems: MarEn Bakken Company LLC (a) 30" 1,916 25 % Minnesota Pipe Line Company LLC 16" - 24" 975 17 % Wink to Webster Holdings LLC (b) 24" - 36" 652 50 % Illinois Extension Pipeline Company LLC 24" 168 35 % Andeavor Logistics Rio Pipeline LLC 12" 119 67 % LOCAP LLC 48" 57 59 % LOOP LLC 48" 48 41 % Refined Product Systems: Explorer Pipeline Company 10" - 28" 1,872 25 % Natural Gas and NGL Systems: Whistler Pipeline LLC (c) 36" - 42" 498 38 % BANGL LLC (d) 12" - 24" 109 25 % (a) The investment in MarEn Bakken Company LLC includes MPLX’s 9.19 percent indirect interest in a joint venture that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”).
Refinery Crude Oil Refining Capacity ( mbpcd ) Gulf Coast Region Garyville, Louisiana 596 Galveston Bay, Texas City, Texas 593 Subtotal Gulf Coast region 1,189 Mid-Continent Region Catlettsburg, Kentucky 291 Robinson, Illinois 253 Detroit, Michigan 140 El Paso, Texas 133 St.
Refinery Crude Oil Refining Capacity ( mbpcd ) Gulf Coast Region Galveston Bay, Texas City, Texas 631 Garyville, Louisiana 597 Subtotal Gulf Coast region 1,228 Mid-Continent Region Catlettsburg, Kentucky 300 Robinson, Illinois 253 Detroit, Michigan 140 El Paso, Texas 133 St.
(b) BANGL LLC also owns a 30% interest in a 323 mile NGL pipeline. 32 Table of Contents The following table sets forth details about MPLX owned and operated terminals as of December 31, 2022. Additionally, MPLX has partial ownership interest in one terminal.
(d) BANGL LLC also owns a 42 percent interest in a 323 mile NGL pipeline. 34 Table of Contents The following table sets forth details about MPLX owned and operated terminals as of December 31, 2023. Additionally, MPLX has partial ownership interest in one terminal.
Class of Equipment Number in Class Capacity ( mbbls ) Inland tank barges 296 7,820 Inland towboats 23 N/A 33 Table of Contents The following tables set forth certain information relating to MPLX’s consolidated and operated joint venture gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines as of and for the year ended December 31, 2022.
Class of Equipment Number in Class Capacity ( mbbls ) Inland tank barges 305 8,123 Inland towboats 29 N/A 35 Table of Contents The following tables set forth certain information relating to MPLX’s consolidated and operated joint venture gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines as of and for the year ended December 31, 2023.
Pipeline System or Storage Asset Diameter ( inches ) Length (miles) Capacity Total crude oil pipeline systems (a)(b) 2" - 42" 5,135 Various Total refined products pipeline systems (a)(b)(c) 4" - 36" 3,732 Various Barge Docks (mbpd) 4,834 Storage assets: (mbbls) Refining Logistics (d) 93,493 Tank Farms 33,190 Caverns 4,209 (a) Includes approximately 16 miles of crude pipeline and 2 miles of refined product pipeline leased from third parties.
Pipeline System or Storage Asset Diameter ( inches ) Length (miles) Capacity Total crude oil pipeline systems (a)(b) 2" - 42" 5,159 Various Total refined products pipeline systems (a)(b)(c) 4" - 36" 3,788 Various Barge Docks (mbpd) 4,859 Storage assets: (mbbls) Refining Logistics (d) 92,719 Tank Farms 33,452 Caverns 3,632 (a) Includes approximately 16 miles of crude oil pipeline and 2 miles of refined product pipeline leased from third parties.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Refined Products Terminals: Alabama 2 443 Alaska 3 1,573 California 8 3,483 Florida 3 2,265 Georgia 4 982 Idaho 3 999 Illinois 2 562 Indiana 7 3,812 Kentucky 6 2,587 Louisiana 2 5,404 Michigan 8 2,440 Minnesota 1 13 New Mexico 3 471 North Carolina 3 1,356 North Dakota 1 — Ohio 12 3,200 Pennsylvania 1 390 South Carolina 1 371 Tennessee 4 1,149 Texas 1 76 Utah 1 21 Washington 4 920 West Virginia 2 1,564 Subtotal light products terminals 82 34,081 Asphalt Terminals Arizona 3 554 Minnesota 1 — Nevada (a) 1 283 New Mexico 1 38 Texas 1 197 Subtotal asphalt terminals 7 1,072 Total owned and operated terminals 89 35,153 (a) MPLX accounts for this terminal as an equity method investment.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Refined Products Terminals: Alabama 2 443 Alaska 3 1,540 California 8 3,484 Florida 3 2,265 Georgia 4 982 Idaho 3 999 Illinois 2 562 Indiana 7 3,770 Kentucky 6 2,587 Louisiana 2 5,469 Michigan 8 2,440 Minnesota 1 13 New Mexico 2 470 North Carolina 3 1,343 North Dakota 1 — Ohio 12 3,144 Pennsylvania 1 390 South Carolina 1 371 Tennessee 4 1,149 Texas 1 76 Utah 1 21 Washington 4 920 West Virginia 2 1,564 Subtotal light products terminals 81 34,002 Asphalt Terminals Arizona 3 556 Minnesota 1 — Nevada (a) 1 283 New Mexico 1 38 Texas 1 197 Subtotal asphalt terminals 7 1,074 Total owned and operated terminals 88 35,076 (a) MPLX accounts for this terminal as an equity method investment.
The following table sets forth the number of direct dealer locations by state as of December 31, 2022. Location Number of Locations Arizona 69 California 1,035 Nevada 68 Total 1,172 The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, 2022.
The following table sets forth the number of direct dealer locations by state as of December 31, 2023. Location Number of Locations Arizona 68 California 952 Nevada 93 New Mexico 1 Total 1,114 The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, 2023.
De-ethanization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 309 204 72 % Utica Operations 40 5 13 % Rockies Operations 5 — — % Total 354 209 64 % (a) NGL throughput is a weighted average for days in operation.
De-ethanization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 309 233 75 % Utica Operations 40 7 18 % Rockies Operations 5 — — % Total 354 240 68 % (a) NGL throughput is a weighted average for days in operation.
MPLX owns refining logistics assets with 5,809 mbbls of storage capacity associated with the facility and has entered into terminalling and storage service agreements with the joint venture and its partners to provide logistics services for the facility.
MPC formed the Martinez Renewables joint venture and began producing renewable diesel at the Martinez facility in 2023. MPLX owns refining logistics assets with 5,977 mbbls of storage capacity associated with the facility and has entered into terminalling and storage service agreements with the joint venture and its partners to provide logistics services for the facility.
Actual throughput of 170 MMcf/d representing MPLX’s share of processed volumes is also included and used to compute the utilization presented above.
Actual throughput of 159 MMcf/d representing MPLX’s share of processed volumes is also included and used to compute the utilization presented above. (c) Includes volumes processed at third-party facilities in the Bakken.
Fractionation & Condensate Stabilization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 413 307 74 % Utica Operations 23 14 61 % Southern Appalachia Operations 24 11 46 % Bakken Operations 33 21 64 % Rockies Operations 5 4 80 % Total 498 357 72 % (a) NGL throughput is a weighted average for days in operation.
Fractionation & Condensate Stabilization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 413 323 78 % Utica Operations (b) — — — % Southern Appalachia Operations 24 11 46 % Bakken Operations 33 20 61 % Rockies Operations 5 3 60 % Total 475 357 75 % (a) NGL throughput is a weighted average for days in operation.
Gas Processing Complexes Design Throughput Capacity (MMcf/d) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 6,320 5,515 87 % Utica Operations 1,325 495 37 % Southern Appalachia Operations 495 217 44 % Southwest Operations (b) 2,545 1,637 69 % Bakken Operations 185 146 79 % Rockies Operations 1,177 438 37 % Total 12,047 8,448 71 % (a) Natural gas throughput is a weighted average for days in operation.
Gas Processing Complexes Design Throughput Capacity (MMcf/d) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 6,320 5,773 91 % Utica Operations 1,325 564 43 % Southern Appalachia Operations 495 216 44 % Southwest Operations (b) 2,545 1,772 70 % Bakken Operations (c) 185 163 88 % Rockies Operations 1,177 483 41 % Total 12,047 8,971 74 % (a) Natural gas throughput is a weighted average for days in operation.
The full capacity of the Martinez facility is expected to be approximately 730 million gallons per year. 29 Table of Contents The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels under the Marathon, ARCO, Shell, Mobil, Tesoro and other brands, as of December 31, 2022.
The Dickinson facility is included within the Mid-Continent region and the Martinez facility is included within the West Coast region. 31 Table of Contents The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels under the Marathon, ARCO, Shell, Mobil, Tesoro and other brands, as of December 31, 2023.
Location Number of Branded Outlets Alabama 404 Alaska 54 Arizona 79 Arkansas 1 California 114 Colorado 12 District of Columbia 2 Florida 639 Georgia 400 Idaho 105 Illinois 183 Indiana 640 Iowa 4 Kentucky 515 Louisiana 57 Maryland 60 Massachusetts 1 Mexico 281 Michigan 732 Minnesota 299 Mississippi 118 Nevada 19 New Mexico 38 New York 62 North Carolina 208 North Dakota 119 Ohio 811 Oregon 43 Pennsylvania 85 Rhode Island 3 South Carolina 102 South Dakota 33 Tennessee 407 Texas 11 Utah 109 Virginia 192 Washington 95 West Virginia 109 Wisconsin 58 Wyoming 5 Total 7,209 30 Table of Contents The Refining & Marketing segment sells transportation fuels through long-term fuel supply contracts to direct dealer locations, primarily under the ARCO brand.
Location Number of Branded Outlets Alabama 400 Alaska 48 Arizona 78 California 111 Colorado 12 District of Columbia 2 Florida 622 Georgia 414 Idaho 106 Illinois 165 Indiana 654 Iowa 4 Kentucky 492 Louisiana 62 Maryland 61 Massachusetts 1 Mexico 269 Michigan 720 Minnesota 297 Mississippi 133 Missouri 4 Nevada 18 New Jersey 4 New Mexico 40 New York 74 North Carolina 220 North Dakota 120 Ohio 841 Oregon 43 Pennsylvania 83 Rhode Island 3 South Carolina 104 South Dakota 32 Tennessee 385 Texas 12 Utah 109 Virginia 199 Washington 106 West Virginia 113 Wisconsin 52 Wyoming 4 Total 7,217 32 Table of Contents The Refining & Marketing segment sells transportation fuels through long-term fuel supply contracts to direct dealer locations, primarily under the ARCO brand.
Pipeline mileage is excluded from total as it is included with MPLX assets. (b) All system pipeline miles are inactive. As of December 31, 2022, we had a partial ownership interest in the following crude oil terminal.
Pipeline mileage is excluded from total as it is included with MPLX assets. (b) All system pipeline miles are inactive. 37 Table of Contents The following table sets forth details about our ocean vessels as of December 31, 2023.
The third party volumes gathered for RGS during the year ended December 31, 2022 were 110 MMcf/d. 34 Table of Contents The following table sets forth certain information relating to MPLX’s NGL pipelines as of December 31, 2022.
The following table sets forth certain information relating to MPLX’s NGL pipelines as of December 31, 2023.
Natural Gas Gathering Systems Design Throughput Capacity ( MMcf/d ) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 1,547 1,321 85 % Utica Operations 3,183 2,134 67 % Southwest Operations 2,980 1,629 58 % Bakken Operations 189 152 80 % Rockies Operations (b) 1,486 448 30 % Total 9,385 5,684 62 % (a) Natural gas throughput is a weighted average for days in operation.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. 36 Table of Contents Natural Gas Gathering Systems Design Throughput Capacity ( MMcf/d ) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 1,622 1,389 88 % Utica Operations 3,183 2,338 73 % Southwest Operations 2,980 1,772 59 % Bakken Operations 239 165 69 % Rockies Operations (b) 1,637 593 36 % Total 9,661 6,257 65 % (a) Natural gas throughput is a weighted average for days in operation.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) This region does not include MPLX’s operated joint venture, Rendezvous Gas Services, L.L.C.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) Includes 102 MMcf/d of volumes gathered for third parties by MPLX’s operated joint venture, Rendezvous Gas Services, L.L.C. (“RGS”). Excludes RGS gathering capacity of 1,032 MMcf/d and volumes gathered by RGS which generally interconnect with MPLX owned Rockies region gathering systems.
MPC is currently in the process of converting the Martinez refinery to a renewable diesel facility.
The design capacity of the Martinez facility, a renewable diesel facility, is up to 730 million gallons per year.
Removed
During 2022, MPC formed the Martinez Renewables joint venture and is currently in the process of converting the Martinez refinery to a renewable diesel facility.
Added
(b) The investment in W2W Holdings LLC includes MPLX’s 15 percent indirect interest in a joint venture that has partial ownership of the Wink to Webster pipeline system. (c) Whistler Pipeline LLC also owns a 50 percent interest in a joint venture owning primarily natural gas storage facilities.
Removed
The utilization of design capacity has been calculated using the weighted average design throughput capacity.
Added
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) MPLX operates a condensate stabilization facility with a capacity of 23 mbpd and 77 thousand barrels of condensate storage that is owned by a joint venture in which it has a 62 percent ownership interest.
Removed
The utilization of design capacity has been calculated using the weighted average design throughput capacity.
Added
Actual NGL throughput at this facility was 13 mbpd for the year ended December 31, 2023.
Removed
(“RGS”), which has a gathering capacity of 1,032 MMcf/d; this system supports other systems which are included in the Rockies region and that throughput is presented in the Rockies gathering throughput above.
Added
As of December 31, 2023, we had partial ownership interests in the following pipeline companies.
Removed
NGL Pipelines Diameter (inches) Length (miles) Design Throughput Capacity ( mbpd ) Marcellus Operations 4” - 20” 442 Various Utica Operations 4”- 12” 119 Various Southern Appalachia Operations 6” - 8” 138 35 Southwest Operations (a) 6” 50 39 Bakken Operations 8” - 12” 84 80 Rockies Operations 8” 10 15 (a) Includes 38 miles of inactive pipeline.
Removed
Terminal Ownership Interest Tank Storage Capacity ( million barrels ) South Texas Gateway Terminal LLC 25% 8.6 The following table sets forth details about our ocean vessels as of December 31, 2022.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

12 edited+9 added−18 removed7 unchanged
Biggest changeCourt of Appeals for the Fourth Circuit Dakota Access Pipeline MPLX holds a 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 or DAPL.
Biggest changeCourt of Appeals for the Fourth Circuit County of Multnomah, Oregon June 22, 2023 U.S. District Court of Oregon Dakota Access Pipeline MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) which owns and operates the Bakken Pipeline system. In 2020, the D.D.C. ordered the U.S.
Edwardsville Incident In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a March 2022 release of crude oil on the Wood River to Patoka 22" line near Edwardsville, Illinois.
Edwardsville Incident In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka 22” line near Edwardsville, Illinois.
In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (together, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. On February 8, 2022, the U.S.
In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (collectively, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. On February 8, 2022, the U.S.
MPLX also expects to 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.
MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation.
As of December 31, 2022, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.
As of December 31, 2023, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.
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 1% redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.
If the vacation of the easement 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.
We are negotiating a settlement of the allegations. We cannot currently estimate the amount of any civil penalty or the timing of the resolution of this matter but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows. Item 4.
We cannot currently estimate the timing of the resolution of this matter but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows.
If the pipeline were temporarily shut down, 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.
If the vacation of the easement results in a temporary shutdown of the pipeline, 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.
The pipeline remains operational. 36 Table of Contents MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has 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 pipeline remains operational while the Army Corps finalizes its decision which is expected to be issued by the end of 2024. 38 Table of Contents MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has 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.
In 2020, the D.D.C. ordered the Army Corps, which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement. The Army Corps expects to release a draft EIS in 2023.
Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement.
We use a threshold of $1 million for this purpose. Climate Change Litigation Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC. The lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories.
We use a threshold of $1 million for this purpose. Climate Change Litigation Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC.
Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. We intend to vigorously defend ourselves against these counterclaims.
Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. On November 8, 2023, the Court granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims.
Removed
Similar lawsuits may be filed in other jurisdictions. The names of the courts in which the proceedings are pending and the dates instituted are as follows: Plaintiff Date Instituted Name of Court(s) where pending County of San Mateo, California July 17, 2017 U.S. District Court (Northern District of California); U.S.
Added
Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing, or failing to warn of the impacts of their petroleum products, which led to increased demand and worsened climate change. Plaintiffs are seeking unspecified damages and abatement under various tort theories, as well as breaches of consumer protection and unfair trade statutes.
Removed
Court of Appeals for the Ninth Circuit County of Marin, California July 17, 2017 U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth Circuit City of Imperial Beach, California July 17, 2017 U.S. District Court (Northern District of California); U.S.
Added
Similar lawsuits may be filed in other jurisdictions.
Removed
Court of Appeals for the Ninth Circuit County of Santa Cruz, California December 20, 2017 U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth Circuit City of Santa Cruz, California December 20, 2017 U.S. District Court (Northern District of California); U.S.
Added
The names of the courts in which the proceedings are pending and the dates instituted are as follows: Plaintiff Date Instituted Name of Court(s) where pending County of San Mateo, California July 17, 2017 California Superior Court of San Mateo County County of Marin, California July 17, 2017 California Superior Court of Marin County City of Imperial Beach, California July 17, 2017 California Superior Court of Contra Costa County County of Santa Cruz, California December 20, 2017 California Superior Court of Santa Cruz County City of Santa Cruz, California December 20, 2017 California Superior Court of Santa Cruz County City of Richmond, California January 22, 2018 California Superior Court of Contra Costa County State of Rhode Island July 2, 2018 Superior Court of Providence County Mayor and City Council of Baltimore, Maryland July 20, 2018 Circuit Court of Baltimore County City and County of Honolulu, Hawaii March 9, 2020 Circuit Court of the First Circuit (State of Hawaii) City of Charleston, South Carolina September 9, 2020 Court of Common Pleas of the 9th Circuit; US Court of Appeals for the Fourth Circuit State of Delaware September 10, 2020 Superior Court of Hudson County County of Maui, Hawaii October 12, 2020 Circuit Court of the Second Circuit (State of Hawaii) City of Annapolis, Maryland February 22, 2021 Maryland Circuit Court, Anne Arundel County; US Court of Appeals for the Fourth Circuit Anne Arundel County, Maryland April 26, 2021 Maryland Circuit Court, Anne Arundel County; U.S.
Removed
Court of Appeals for the Ninth Circuit City of Richmond, California January 22, 2018 U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth Circuit State of Rhode Island July 2, 2018 Superior Court of Providence County; U.S.
Added
The Army Corps issued a draft EIS in September 2023 detailing various options for the easement, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes.
Removed
Court of Appeals for the First Circuit Mayor and City Council of Baltimore, Maryland July 20, 2018 Circuit Court of Baltimore City; U.S. Court of Appeals for the Fourth Circuit Pacific Coast Federation of Fishermen’s Associations, Inc. November 14, 2018 U.S. District Court (Northern District of California) City and County of Honolulu, Hawaii March 9, 2020 U.S.
Added
The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies.
Removed
District Court (District of Hawaii); U.S. Court of Appeals for the Ninth Circuit; Circuit Court of the First Circuit (State of Hawaii); Hawaii Intermediate Court of Appeals City of Charleston, South Carolina September 9, 2020 U.S. District Court (District of South Carolina) State of Delaware September 10, 2020 U.S. District Court (District of Delaware); U.S.
Added
The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. THPP continues not to operate the portion of the pipeline that crosses the property at issue.
Removed
Court of Appeals for the Third Circuit County of Maui, Hawaii October 12, 2020 U.S. District Court (District of Hawaii); U.S. Court of Appeals for the Ninth Circuit; Circuit Court of the First Circuit (State of Hawaii) City of Annapolis, Maryland February 22, 2021 U.S.
Added
Martinez Refinery On October 20, 2023, Tesoro Refining & Marketing Company LLC, an indirect wholly owned subsidiary of MPC, received an offer to settle 59 Notices of Violation (“NOVs”) received from the Bay Area Air Quality Management District. The NOVs were issued for alleged violations of air quality regulations at our Martinez refinery between June 2018 and May 2022.
Removed
District Court (District of Maryland); US Court of Appeals for the Fourth Circuit Anne Arundel County, Maryland April 26, 2021 U.S. District Court (District of Maryland); U.S.
Added
In September 2023, the U.S. Department of Justice and EPA confirmed they will be pursuing federal enforcement for alleged Clean Water Act violations arising from this incident as well as three pipeline incidents in Illinois and Indiana in 2018, 2020 and 2021.
Removed
In May 2021, the D.D.C. denied a renewed request for an injunction to shut down the pipeline while the EIS is being prepared. In June 2021, the D.D.C. issued an order dismissing without prejudice the tribes’ claims against the Dakota Access Pipeline. The litigation could be reopened or new litigation challenging the EIS, once completed, could be filed.
Added
We cannot currently estimate the amount of any civil penalty or the timing of the resolution of this matter but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows. Item 4. Mine Safety Disclosures Not applicable 39 Table of Contents PART II
Removed
Martinez Refinery We have resolved 99 NOVs received from the Bay Area Air Quality Management District (“BAAQMD”) through settlement with the BAAQMD that includes payment of a cash penalty of approximately $1.5 million. The NOVs were issued from 2011 to 2018 and allege violations of air quality regulations and the idled Martinez refinery’s air permit.
Removed
On July 18, 2016, the U.S. Department of Justice (“DOJ”) lodged a complaint on behalf of EPA and a Consent Decree in the U.S. Court for the Western District of Texas. Among other things, the Consent Decree required that the Martinez refinery meet certain annual emission limits for NOx by July 1, 2018.
Removed
In 2018, TRMC informed EPA that it would need additional time to satisfy requirements of the Consent Decree. In 2019, TRMC and the United States entered into an agreement to amend the Consent Decree to resolve these issues.
Removed
In light of the actions to strategically reposition the Martinez refinery to a renewable diesel facility, we are renegotiating the Consent Decree modification.
Removed
Subject to final approval by the court, we expect that, contingent on TRMC completing the conversion of the Martinez refinery to renewable diesel production, the renegotiated Consent Decree modification will no longer require the installation of a Selective Catalytic Reduction system to control NOx emissions from the now-idled fluid catalytic cracking unit, but will result in an increased civil penalty.
Removed
Gathering and Processing MPLX has been negotiating with the EPA with respect to multiple alleged violations of the National Emission Standards for Hazardous Air Pollutants by the Chapita, Coyote Wash, Island, River Bend and Wonsits Valley Compressor Stations in Utah as well as the Robinson Lake Gas Plant in North Dakota.
Removed
MPLX is in the process of finalizing a settlement with the EPA pursuant to which MPLX expects to pay a cash penalty of $2 million, incorporate additional remedial measures, mitigate excess emissions associated with events and enter into a consent decree covering MPLX gas plants and compressor stations located in Utah, North Dakota and Wyoming.
Removed
We expect the settlement to be finalized later in 2023.
Removed
Mine Safety Disclosures Not applicable 37 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 37 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 65 Item 8. Financial Statements and Supplementary Data 68
Biggest changeItem 4. Mine Safety Disclosures 39 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 66 Item 8. Financial Statements and Supplementary Data 69

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−2 removed0 unchanged
Biggest changeIssuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2022, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Millions of Dollars 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)(d) 10/01/2022-10/31/2022 991,728 $ 105.08 989,787 $ 5,004 11/01/2022-11/30/2022 3,742,961 122.76 3,742,909 4,545 12/01/2022-12/31/2022 10,773,486 112.56 10,773,486 3,332 Total 15,508,175 114.54 15,506,182 (a) The amounts in this column include 1,941, 52 and 0 shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in October, November and December, respectively.
Biggest changeIssuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2023, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Millions of Dollars Period Total Number of Shares Purchased Average Price Paid per Share (a) 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 (b)(c) 10/01/2023-10/31/2023 7,137,029 $ 147.26 7,137,029 $ 8,266 11/01/2023-11/30/2023 5,033,178 149.18 5,033,178 7,515 12/01/2023-12/31/2023 4,991,731 146.42 4,991,731 6,784 Total 17,161,938 147.58 17,161,938 (a) Amounts in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February 16, 2023, there were 26,034 registered holders of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February 23, 2024, there were approximately 24,695 registered holders of our common stock.
On January 31, 2023, we announced that our board of directors had approved an additional $5 billion share repurchase authorization, which authorization is not reflected in this column. These share repurchase authorizations have no expiration date. (d) Includes the payment of any commissions paid to brokers during the quarter. 38 Table of Contents
The weighted average price includes any commissions paid to brokers during the relevant period. (b) On May 2, 2023, we announced that our board of directors had approved a $5.0 billion share repurchase authorization. On October 25, 2023, we announced that our board of directors had approved an additional $5.0 billion share repurchase authorization.
Removed
(b) Amounts in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans. The weighted average price includes commissions paid to brokers during the quarter.
Added
These share repurchase authorizatio ns have no expiration date. (c) The maximum dollar value remaining has been reduced by the payment of any commissions paid to brokers during the relevant period. 40 Table of Contents
Removed
(c) On February 2, 2022, we announced that our board of directors had approved an additional $5 billion share repurchase authorization, which was exhausted during the fourth quarter of 2022. On August 2, 2022, we announced that our board of directors had approved an additional $5 billion share repurchase authorization.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

150 edited+41 added−51 removed94 unchanged
Biggest changeConsolidated Results of Operations (Millions of dollars) 2022 2021 2022 vs. 2021 Variance 2020 2021 vs. 2020 Variance Revenues and other income: Sales and other operating revenues (a) $ 177,453 $ 119,983 $ 57,470 $ 69,779 $ 50,204 Income (loss) from equity method investments 655 458 197 (935) 1,393 Net gain on disposal of assets 1,061 21 1,040 70 (49) Other income 783 468 315 118 350 Total revenues and other income 179,952 120,930 59,022 69,032 51,898 Costs and expenses: Cost of revenues (excludes items below) 151,671 110,008 41,663 65,733 44,275 Impairment expense — — — 8,426 (8,426) Depreciation and amortization 3,215 3,364 (149) 3,375 (11) Selling, general and administrative expenses 2,772 2,537 235 2,710 (173) Restructuring expenses — — — 367 (367) Other taxes 825 721 104 668 53 Total costs and expenses 158,483 116,630 41,853 81,279 35,351 Income (loss) from continuing operations 21,469 4,300 17,169 (12,247) 16,547 Net interest and other financial costs 1,000 1,483 (483) 1,365 118 Income (loss) from continuing operations before income taxes 20,469 2,817 17,652 (13,612) 16,429 Provision (benefit) for income taxes on continuing operations 4,491 264 4,227 (2,430) 2,694 Income (loss) from continuing operations, net of tax 15,978 2,553 13,425 (11,182) 13,735 Income from discontinued operations, net of tax 72 8,448 (8,376) 1,205 7,243 Net income (loss) 16,050 11,001 5,049 (9,977) 20,978 Less net income (loss) attributable to: Redeemable noncontrolling interest 88 100 (12) 81 19 Noncontrolling interests 1,446 1,163 283 (232) 1,395 Net income (loss) attributable to MPC $ 14,516 $ 9,738 $ 4,778 $ (9,826) $ 19,564 (a) In accordance with discontinued operations accounting, Speedway sales to retail customers and net results are reflected in Income from discontinued operations, net of tax, and Refining & Marketing intercompany sales to Speedway are presented as third-party sales through the close of the sale on May 14, 2021. 2022 Compared to 2021 Net income attributable to MPC increased $4.78 billion in 2022 compared to 2021, primarily due to increased average refined product sales prices and volumes and net gains on the disposal of assets, partially offset by increased operating costs and the absence of a gain on the sale of Speedway and a partial period of income from discontinued operations due to the sale of the Speedway business on May 14, 2021.
Biggest changeConsolidated Results of Operations (Millions of dollars) 2023 2022 2023 vs. 2022 Variance 2021 2022 vs. 2021 Variance Revenues and other income: Sales and other operating revenues (a) $ 148,379 $ 177,453 $ (29,074) $ 119,983 $ 57,470 Income (loss) from equity method investments 742 655 87 458 197 Net gain on disposal of assets 217 1,061 (844) 21 1,040 Other income 969 783 186 468 315 Total revenues and other income 150,307 179,952 (29,645) 120,930 59,022 Costs and expenses: Cost of revenues (excludes items below) 128,566 151,671 (23,105) 110,008 41,663 Depreciation and amortization 3,307 3,215 92 3,364 (149) Selling, general and administrative expenses 3,039 2,772 267 2,537 235 Other taxes 881 825 56 721 104 Total costs and expenses 135,793 158,483 (22,690) 116,630 41,853 Income from continuing operations 14,514 21,469 (6,955) 4,300 17,169 Net interest and other financial costs 525 1,000 (475) 1,483 (483) Income from continuing operations before income taxes 13,989 20,469 (6,480) 2,817 17,652 Provision for income taxes on continuing operations 2,817 4,491 (1,674) 264 4,227 Income from continuing operations, net of tax 11,172 15,978 (4,806) 2,553 13,425 Income from discontinued operations, net of tax — 72 (72) 8,448 (8,376) Net income 11,172 16,050 (4,878) 11,001 5,049 Less net income attributable to: Redeemable noncontrolling interest 94 88 6 100 (12) Noncontrolling interests 1,397 1,446 (49) 1,163 283 Net income attributable to MPC $ 9,681 $ 14,516 $ (4,835) $ 9,738 $ 4,778 (a) In accordance with discontinued operations accounting, Speedway sales to retail customers and net results are reflected in Income from discontinued operations, net of tax, and Refining & Marketing intercompany sales to Speedway are presented as third-party sales through the close of the sale on May 14, 2021. 2023 Compared to 2022 Net income attributable to MPC decreased $4.84 billion in 2023 compared to 2022, primarily due to lower Refining & Marketing margins and net gain on the disposal of assets.
Our Refining & Marketing margin is the difference between the prices of refined products sold and the costs of crude oil and other charge and blendstocks refined, including the costs to transport these inputs to our refineries and the costs of products purchased for resale.
Refining & Marketing margin is the difference between the prices of refined products sold and the costs of crude oil and other charge and blendstocks refined, including the costs to transport these inputs to our refineries and the costs of products purchased for resale.
Significant assumptions that were used to estimate the Crude Gathering reporting unit’s fair values under the discounted cash flow method included management’s best estimates of the discount rate, as well as estimates of future cash flows, which are impacted primarily by producer customers’ development plans, which impact future volumes and capital requirements.
Significant assumptions that were used to estimate the Crude Gathering reporting unit’s fair values under the discounted cash flow method included management’s best estimates of the discount rate, as well as estimates of future cash flows, which are impacted primarily by producer customers’ development plans, which impact the reporting unit’s future volumes and capital requirements.
Refining & Marketing segment adjusted EBITDA increased $15.74 billion primarily driven by higher per barrel margins, partially offset by increased refining operating costs and distribution costs, both excluding depreciation and amortization, and turnaround costs. Refining & Marketing margin, excluding LIFO inventory credit of $148 million, was $28.10 per barrel for 2022 compared to $13.36 per barrel for 2021.
Refining & Marketing segment adjusted EBITDA increased $15.74 billion primarily driven by higher per barrel margins, partially offset by increased refining operating costs and distribution costs, both excluding depreciation and amortization. Refining & Marketing margin, excluding LIFO inventory credit of $148 million, was $28.10 per barrel for 2022 compared to $13.36 per barrel for 2021.
For 2022, changes in working capital were a net $1.34 billion use of cash, primarily due to the effect of increases in energy commodity prices and volumes at the end of the year on working capital. Current receivables increased primarily due to higher crude and refined product volumes and prices.
For 2022, changes in working capital were a net $1.34 billion use of cash, primarily due to the effect of increases in energy commodity prices and volumes at the end of the year on working capital. Current receivables increased primarily due to higher crude oil and refined product volumes and prices.
For 2021, changes in working capital were a net $947 million source of cash, primarily due to the effect of increases in energy commodity prices and volumes at the end of the year on working capital. Accounts payable increased primarily due to increases in crude prices and volumes.
For 2021, changes in working capital were a net $947 million source of cash, primarily due to the effect of increases in energy commodity prices and volumes at the end of the year on working capital. Accounts payable increased primarily due to increases in crude oil prices and volumes.
This could result in the deconsolidation or consolidation of the affected subsidiary, which would have a significant impact on our financial statements. Variable Interest Entities are discussed in Item 8. Financial Statements and Supplementary Data – Note 8.
This could result in the deconsolidation or consolidation of the affected subsidiary, which would have a significant impact on our financial statements. Variable Interest Entities are discussed in Item 8. Financial Statements and Supplementary Data – Note 7.
In addition to new gas processing plants in the Marcellus and Permian, the remainder of MPLX’s capital plan is mostly focused on other investments targeted at the expansion or debottlenecking of existing assets to meet customer demand.
In addition to new gas processing plants in the Marcellus and Permian, the remainder of MPLX’s capital plan is focused on other investments targeted at the expansion or debottlenecking of existing assets to meet customer demand.
(b) Product yields include renewable production. (c) Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volumes amounts. Midstream 51 Table of Contents (a) On owned common-carrier pipelines, excluding equity method investments. (b) Includes amounts related to MPLX operated unconsolidated equity method investments on a 100 percent basis.
(b) Product yields include renewable production. (c) Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volumes amounts. Midstream 52 Table of Contents (a) On owned common-carrier pipelines, excluding equity method investments. (b) Includes amounts related to MPLX operated unconsolidated equity method investments on a 100 percent basis.
Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk. 56 Table of Contents Capital Resources MPC, Excluding MPLX We control MPLX through our ownership of the general partner; however, the creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted.
Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk. 57 Table of Contents Capital Resources MPC, Excluding MPLX We control MPLX through our ownership of the general partner; however, the creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted.
Financial Statements and Supplementary Data – Note 26 includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive loss reported on the year-end balance sheets. ACCOUNTING STANDARDS NOT YET ADOPTED Refer to Item 8.
Financial Statements and Supplementary Data – Note 25 includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive loss reported on the year-end balance sheets. ACCOUNTING STANDARDS NOT YET ADOPTED Refer to Item 8.
Substantially all of our commodity derivatives are cleared through exchanges which provide active trading information for identical derivatives and do not require any assumptions in arriving at fair value. Fair value estimation for all our derivative instruments is discussed in Item 8. Financial Statements and Supplementary Data – Note 20.
Substantially all of our commodity derivatives are cleared through exchanges which provide active trading information for identical derivatives and do not require any assumptions in arriving at fair value. Fair value estimation for all our derivative instruments is discussed in Item 8. Financial Statements and Supplementary Data – Note 18.
Risk Factors. 61 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
Risk Factors. 62 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
(b) Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2023 will be sour crude. (c) Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland.
(b) Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2024 will be sour crude. (c) Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland.
Investments in 2022 include a $500 million cash distribution received from the Martinez Renewable joint venture at its formation, partially offset by increased contributions to equity method investments, which included the $60 million contribution to MPLX’s Bakken Pipeline joint venture to fund its share of a debt repayment by the joint venture.
Investments in 2022 include a $500 million cash distribution received from the Martinez Renewables joint venture at its formation, partially offset by increased contributions to equity method investments, which included the $60 million contribution to MPLX’s Bakken Pipeline joint venture to fund its share of a debt repayment by the joint venture.
We have a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding, with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facilities.
We have a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding, with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facility.
(e) Storms in the first and third quarters of 2021 resulted in higher costs, including maintenance and repairs. 48 Table of Contents The following table presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment.
(e) Storms in the first and third quarters of 2021 resulted in higher costs, including maintenance and repairs. 49 Table of Contents The following table presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment.
In response to this business environment, we continue to focus on the following priorities for our business: Strengthen Competitive Position of Assets We are committed to positioning our assets so that we are a leader in operational, financial, and sustainability performance and are evaluating the strength and fit of assets in our portfolio.
In response to the current business environment, we continue to focus on the following priorities for our business: Strengthen Competitive Position of Assets We are committed to positioning our assets so that we are a leader in operational, financial, and sustainability performance and are evaluating the strength and fit of assets in our portfolio.
These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Select results for continuing operations for 2022 and 2021 are reflected in the following table.
These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Select results for continuing operations for 2023 and 2022 are reflected in the following table.
Financial Statements and Supplementary Data – Note 9 for discussion of activity with related parties. ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations.
Financial Statements and Supplementary Data – Note 8 for discussion of activity with related parties. ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations.
A goodwill impairment loss is measured as the amount by which a reporting unit's carrying value exceeds its fair value, without exceeding the recorded amount of goodwill. At December 31, 2022, MPC had four reporting units with goodwill totaling approximately $8.24 billion.
A goodwill impairment loss is measured as the amount by which a reporting unit's carrying value exceeds its fair value, without exceeding the recorded amount of goodwill. At December 31, 2023, MPC had four reporting units with goodwill totaling approximately $8.24 billion.
Inventories increased primarily due to increases in crude, refined product and materials and supplies inventories. Accounts payable increased primarily due to increases in crude prices.
Inventories increased primarily due to increases in crude oil, refined product and materials and supplies inventories. Accounts payable increased primarily due to increases in crude oil prices.
MPC’s 2023 capital investment plan includes all of the planned capital spending for Refining & Marketing and Corporate as well as a portion of the planned capital investments for Midstream. The remainder of the planned capital spending for Midstream reflects the capital investment plan for MPLX. We continuously evaluate our capital plan and make changes as conditions warrant.
MPC’s 2024 capital investment plan includes all of the planned capital spending for Refining & Marketing and Corporate as well as a portion of the planned capital investments for Midstream. The remainder of the planned capital spending for Midstream reflects the capital investment plan for MPLX. We continuously evaluate our capital plan and make changes as conditions warrant.
Total revenues and other income increased $59.02 billion in 2022 compared to 2021 primarily due to: • increased sales and other operating revenues of $57.47 billion primarily due to increased average refined product sales prices of $0.96 per gallon, or 47 percent, and refined product sales volumes of 83 mbpd, or 2 percent, largely due to continuing recovery in demand for our products across all our regions; • increased income from equity method investments of $197 million largely due to increased income from midstream equity affiliates; 45 Table of Contents • increased net gains on disposal of assets of $1.04 billion mainly due to a gain of $549 million on the formation of the Martinez Renewable joint venture and a gain of $509 million on a lease reclassification; and • increased other income of $315 million primarily due to higher income on RIN sales.
Total revenues and other income increased $59.02 billion in 2022 compared to 2021 primarily due to: • increased sales and other operating revenues of $57.47 billion primarily due to increased average refined product sales prices of $0.96 per gallon, or 47 percent, and refined product sales volumes of 83 mbpd, or 2 percent, largely due to continuing recovery in demand for our products across all our regions; • increased income from equity method investments of $197 million largely due to increased income from Midstream equity affiliates; • increased net gains on disposal of assets of $1.04 billion mainly due to a gain of $549 million on the formation of the Martinez Renewables joint venture and a gain of $509 million on a lease reclassification; and • increased other income of $315 million primarily due to higher income on RIN sales.
For the annual impairment assessment as of November 30, 2022, management performed only a qualitative assessment for three reporting units as we determined it was more likely than not that the fair value of the reporting units exceeded the carrying value.
For the annual impairment assessment as of November 30, 2023, management performed only a qualitative assessment for three reporting units as we determined it was more likely than not that the fair value of the reporting units exceeded the carrying value.
In addition, a downgrade of our senior unsecured debt rating to below investment-grade levels could, under certain circumstances, impact our ability to purchase crude oil on an unsecured basis and could result in us having to post letters of credit under existing transportation services or other agreements. See Item 8.
In addition, a downgrade of our senior unsecured debt rating to below investment-grade levels could, under certain circumstances, impact our ability to purchase crude oil on an unsecured basis and could result in us having to post letters of credit under existing transportation services or other agreements. 58 Table of Contents See Item 8.
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. 62 Table of Contents • Future volumes .
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.
Future crude oil differentials will be dependent on a variety of market and economic factors, as well as U.S. energy policy. 42 Table of Contents The following table provides sensitivities showing an estimated change in annual Refining & Marketing adjusted EBITDA due to potential changes in market conditions.
Future crude oil differentials will be dependent on a variety of market and economic factors, as well as U.S. energy policy. The following table provides sensitivities showing an estimated change in annual Refining & Marketing segment adjusted EBITDA due to potential changes in market conditions.
The following will be used for these crack-spread calculations: • The Gulf Coast crack spread uses three barrels of MEH 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.
The following are used for these crack-spread calculations: • The Gulf Coast crack spread uses three barrels of MEH 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.
Net cash used in operating activities from discontinued operations was $4.02 billion in 2021 primarily due to tax payments related to the sale of Speedway, partially offset by a partial year of business income due to the sale of Speedway on May 14, 2021. Net cash provided by operating activities from discontinued operations in 2020 includes Speedway business income.
Net cash used in operating activities from discontinued operations was $4.02 billion in 2021 primarily due to tax payments related to the sale of Speedway, partially offset by a partial year of business income due to the sale of Speedway on May 14, 2021.
The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale. • Cash used for additions to property, plant and equipment was $2.42 billion in 2022, compared to $1.46 billion in 2021 and $2.79 billion in 2020, primarily due to spending in our Refining & Marketing and Midstream segments in 2022.
The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale. • Cash used for additions to property, plant and equipment was $1.89 billion in 2023, compared to $2.42 billion in 2022 and $1.46 billion in 2021, primarily due to spending in our Refining & Marketing and Midstream segments in 2023.
We capitalized interest of $104 million in 2022 and $73 million in 2021. See Item 8. Financial Statements and Supplementary Data – Note 13 for further details.
We capitalized interest of $104 million in 2022 and $73 million in 2021. See Item 8. Financial Statements and Supplementary Data – Note 12 for further details.
We recorded a combined federal, state and foreign income tax expense of $264 million for the year ended December 31, 2021, which was lower than the tax computed at the U.S. statutory rate primarily due to certain permanent tax benefits related to net income attributable to noncontrolling interests and a change in benefit related to the net operating loss (“NOL”) carryback provided under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), partially offset by state taxes.
We recorded a combined federal, state and foreign income tax expense of $264 million for the year ended December 31, 2021, which was lower than the tax computed at the U.S. statutory rate primarily due to certain permanent tax benefits related to net income attributable to noncontrolling interests and a change in 47 Table of Contents benefit related to the net operating loss carryback provided under the Coronavirus Aid, Relief, and Economic Security Act, partially offset by state taxes.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows Our cash and cash equivalents balance for continuing operations was $8.63 billion at December 31, 2022, compared to $5.29 billion at December 31, 2021. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years is presented in the following table.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows Our cash and cash equivalents balance for continuing operations was $5.44 billion at December 31, 2023, compared to $8.63 billion at December 31, 2022. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years is presented in the following table.
(b) See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure. (c) Includes refining operating and major maintenance costs. Excludes planned turnaround and depreciation and amortization expense. (d) Includes income (loss) from equity method investments, net gain (loss) on disposal of assets and other income.
(b) See “Non-GAAP Measures” section for reconciliation and further information regarding this non-GAAP measure. (c) Refining operating costs exclude planned turnaround and depreciation and amortization expense. (d) Includes income (loss) from equity method investments, net gain (loss) on disposal of assets and other income.
(In millions) Blended crack spread sensitivity (a) (per $1.00/barrel change) $ 1,080 Sour differential sensitivity (b) (per $1.00/barrel change) 500 Sweet differential sensitivity (c) (per $1.00/barrel change) 500 Natural gas price sensitivity (d) (per $1.00/MMBtu) 310 (a) Crack spread based on 40 percent MEH, 40 percent WTI and 20 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.
(Millions of dollars) Blended crack spread sensitivity (a) (per $1.00/barrel change) $ 1,080 Sour differential sensitivity (b) (per $1.00/barrel change) 500 Sweet differential sensitivity (c) (per $1.00/barrel change) 500 Natural gas price sensitivity (d) (per $1.00/MMBtu) 330 (a) Crack spread based on 40 percent MEH, 40 percent WTI and 20 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.
To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability. 44 Table of Contents RESULTS OF OPERATIONS The following discussion includes comments and analysis relating to our results of operations for the years ended December 31, 2022, 2021 and 2020.
To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability. 45 Table of Contents RESULTS OF OPERATIONS The following discussion includes comments and analysis relating to our results of operations for the years ended December 31, 2023, 2022 and 2021.
(In millions, except per share data) 2022 2021 2020 Number of shares repurchased 131 76 — Cash paid for shares repurchased $ 11,922 $ 4,654 $ — Average cost per share $ 91.20 $ 62.65 $ — 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.
(In millions of dollars, except per share data) 2023 2022 2021 Number of shares repurchased 89 131 76 Cash paid for shares repurchased $ 11,572 $ 11,922 $ 4,654 Average cost per share $ 131.27 $ 91.20 $ 62.65 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.
Our refineries process a variety of sweet and sour grades of crude oil, which typically can be purchased at a discount to the crude oils referenced in our Gulf Coast, Mid-Continent and West Coast crack spreads.
Our refineries can process a variety of sweet and sour crude oil, which typically can be purchased at a discount to crude oil referenced in our Gulf Coast, Mid-Continent and West Coast crack spreads.
Financial Statements and Supplementary Data – Note 18 for additional information on our goodwill and intangibles, including a table summarizing our recorded goodwill by segment. 63 Table of Contents Derivatives We record all derivative instruments at fair value.
Financial Statements and Supplementary Data – Note 17 for additional information on our goodwill and intangibles, including a table summarizing our recorded goodwill by segment. 64 Table of Contents Derivatives We record all derivative instruments at fair value.
After evaluating activity in the capital markets, along with the current and projected plan investments, we increased the asset rate of return for our primary plan to 7.00 percent effective for 2023. Decreasing the 6.00 percent asset rate of return assumption by 0.25 percentage points would increase our defined benefit pension expense by $6 million.
After evaluating activity in the capital markets, along with the current and projected plan investments, we decreased the asset rate of return for our primary plan to 6.80 percent effective for 2024. Decreasing the 7.00 percent asset rate of return assumption by 0.25 percentage points would increase our defined benefit pension expense by $5 million.
An increase of one percentage point to the discount rate used to estimate the fair value of the reporting units would not have resulted in a goodwill impairment charge as of November 30, 2022.
An increase of one percentage point to the discount rate used to estimate the fair value of the reporting unit would not have resulted in a goodwill impairment charge as of November 30, 2023.
Financing Activities Financing activities were a use of cash of $13.65 billion in 2022, $14.42 billion in 2021 and $135 million in 2020. • During 2022, MPLX issued $2.5 billion of senior notes, redeemed $1.0 billion of senior notes and had net payments of $300 million under its revolving credit facility. • During 2021, we reduced debt through the following actions: • On December 2, 2021, all of the $1.25 billion outstanding aggregate principal amount of MPC's 4.5% senior notes due May 2023 and the $850 million outstanding aggregate principal amount of MPC’s 4.75% senior notes due December 2023, including the portion of such notes for which Andeavor LLC was the obligor, were redeemed at a price equal to par, plus a make-whole premium calculated in accordance with the terms of the senior notes and accrued and unpaid interest to, but not including, the redemption date.
Financing Activities Financing activities were a use of cash of $14.21 billion in 2023, $13.65 billion in 2022 and $14.42 billion in 2021. • During 2023, MPLX issued $1.6 billion of senior notes and used the proceeds to redeem $1.0 billion of senior notes and all of its outstanding Series B preferred units for $600 million. • During 2022, MPLX issued $2.5 billion of senior notes, redeemed $1.0 billion of senior notes and had net payments of $300 million under its revolving credit facility. • During 2021, we reduced debt through the following actions: • On December 2, 2021, all of the $1.25 billion outstanding aggregate principal amount of MPC's 4.5 percent senior notes due May 2023 and the $850 million outstanding aggregate principal amount of MPC’s 4.75 percent senior notes due December 2023, including the portion of such notes for which Andeavor LLC was the obligor, were redeemed at a price equal to par, plus a make-whole premium calculated in accordance with the terms of the senior notes and accrued and unpaid interest to, but not including, the redemption date.
Corporate and Other The 2023 capital forecast includes approximately $50 million to support corporate and other activities.
Corporate and Other The 2024 capital forecast includes approximately $50 million to support corporate and other activities.
Financial Statements and Supplementary Data – Note 22 for further discussion of our debt.
Financial Statements and Supplementary Data – Note 20 for further discussion of our debt.
See the “Capital Requirements” section for further discussion of our stock repurchases. • Cash used in dividend payments totaled $1.28 billion in 2022, $1.48 billion in 2021 and $1.51 billion in 2020. Dividends per share were $2.49 in 2022, $2.32 in 2021 and $2.32 in 2020.
See the “Capital Requirements” section for further discussion of our stock repurchases. • Cash used in dividend payments totaled $1.26 billion in 2023, $1.28 billion in 2022 and $1.48 billion in 2021. Dividends per share were $3.08 in 2023, $2.49 in 2022 and $2.32 in 2021.
In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements. Our Midstream segment also gathers and processes natural gas and NGLs.
In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.
Decreasing the discount rates of 5.10 percent for our pension plans and 5.00 percent for our other postretirement benefit plans by 0.25 percent would increase pension obligations and other postretirement benefit plan obligations by $64 million and $16 million, respectively, and would increase defined benefit pension expense and other postretirement benefit plan expense by $4 million and less than $1 million, respectively.
Decreasing the discount rates of 4.90 percent for our pension plans and 4.80 percent for our other postretirement benefit plans by 0.25 percent would increase pension obligations and other postretirement benefit plan obligations by $74 million and $16 million, respectively, and would increase defined benefit pension expense and other postretirement benefit plan expense by $10 million and less than $1 million, respectively.
At December 31, 2022, we had $6.47 billion of investments in equity method investments recorded on our consolidated balance sheet. See Item 8. Financial Statements and Supplementary Data – Note 16 for additional information on our equity method investments. See Item 8.
At December 31, 2023, we had $6.26 billion of investments in equity method investments recorded on our consolidated balance sheet. See Item 8. Financial Statements and Supplementary Data – Note 15 for additional information on our equity method investments. See Item 8.
Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2020, a LIFO liquidation charge of $561 million.
Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2023, a LIFO inventory charge of $145 million and for 2022, a LIFO inventory credit of $148 million.
(In millions, except per share data) 2022 2021 2020 Number of common units repurchased 15 23 1 Cash paid for common units repurchased $ 491 $ 630 $ 33 Average cost per unit $ 31.96 $ 27.52 $ 22.29 As of December 31, 2022, MPLX had approximately $846 million remaining under its unit repurchase authorizations.
(In millions of dollars, except per unit data) 2023 2022 2021 Number of common units repurchased — 15 23 Cash paid for common units repurchased $ — $ 491 $ 630 Average cost per unit $ — $ 31.96 $ 27.52 As of December 31, 2023, MPLX had approximately $846 million remaining under its unit repurchase authorizations.
Benchmark Prices 2022 2021 2020 Natural Gas NYMEX HH ( $ per MMBtu ) $ 6.52 $ 3.72 $ 2.13 C2 + NGL Pricing ( $ per gallon ) (a) $ 1.03 $ 0.87 $ 0.43 (a) C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline. 2022 Compared to 2021 Midstream segment revenue and segment adjusted EBITDA increased $971 million and $362 million, respectively.
Benchmark Prices 2023 2022 2021 Natural Gas NYMEX HH ( per MMBtu ) $ 2.66 $ 6.52 $ 3.72 C2 + NGL Pricing ( per gallon ) (a) $ 0.69 $ 1.03 $ 0.87 (a) C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline. 2023 Compared to 2022 Midstream segment adjusted EBITDA increased $399 million.
(In millions) 2022 2021 2020 Additions to property, plant and equipment per consolidated statements of cash flows $ 2,420 $ 1,464 $ 2,787 Increase (decrease) in capital accruals (37) 141 (518) Total capital expenditures 2,383 1,605 2,269 Investments in equity method investees 405 210 485 Total capital expenditures and investments $ 2,788 $ 1,815 $ 2,754 Discontinued Operations Net cash provided by investing activities from discontinued operations in 2021 primarily includes the $21.38 billion proceeds from the sale of Speedway, partially offset primarily by cash used for Speedway capital expenditures of $177 million.
(Millions of dollars) 2023 2022 2021 Additions to property, plant and equipment per consolidated statements of cash flows $ 1,890 $ 2,420 $ 1,464 Increase (decrease) in capital accruals 184 (37) 141 Total capital expenditures 2,074 2,383 1,605 Investments in equity method investees 480 405 210 Total capital expenditures and investments $ 2,554 $ 2,788 $ 1,815 Discontinued Operations Net cash provided by investing activities from discontinued operations in 2021 primarily includes the $21.38 billion proceeds from the sale of Speedway, partially offset primarily by cash used for Speedway capital expenditures of $177 million.
Our environmental capital expenditures accounted for 7 percent, 8 percent and 6 percent of capital expenditures, for 2022, 2021 and 2020, respectively, excluding acquisitions. Our environmental capital expenditures are expected to be approximately $179 million, or 8 percent, of total planned capital expenditures in 2023.
Our environmental capital expenditures accounted for 12 percent, 7 percent and 8 percent of capital expenditures, for 2023, 2022 and 2021, respectively, excluding acquisitions. Our environmental capital expenditures are expected to be approximately $272 million, or 12 percent, of total planned capital expenditures in 2024.
Major projects over the last three years included upgrades to information technology systems. 59 Table of Contents Share Repurchases From January 1, 2012 through December 31, 2022, our board of directors has approved $35.05 billion in total share repurchase authorizations and we have repurchased a total of $31.72 billion of our common stock.
Major projects over the last three years included upgrades to information technology systems. 60 Table of Contents Share Repurchases From January 1, 2012 through December 31, 2023, our board of directors approved $50.05 billion in total share repurchase authorizations and we have repurchased a total of $43.27 billion of our common stock.
Amounts included in net income and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) provision for income taxes; (iii) net interest and other financial costs; (iv) noncontrolling interests; (v) turnaround expenses and (vi) other adjustments as deemed necessary.
Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses and (iv) other adjustments as deemed necessary.
Refining & Marketing Operating Statistics 2022 2021 2020 Net refinery throughput (mbpd ) 2,951 2,799 2,583 Refining & Marketing margin, excluding LIFO inventory credit/charge per barrel (a)(b) $ 28.10 $ 13.36 $ 8.96 LIFO inventory credit (charge) per barrel 0.14 — (0.59) Refining & Marketing margin per barrel (a)(b) 28.24 13.36 8.37 Less: Refining operating costs per barrel (c) 5.41 5.02 5.68 Distribution costs per barrel 4.89 5.04 5.37 LIFO inventory credit (charge) per barrel 0.14 — (0.59) Other per barrel (d) (0.08) (0.14) (0.03) Refining & Marketing adjusted EBITDA per barrel 17.88 3.44 (2.06) Less: Storm impacts on refining operating cost per barrel (e) — 0.05 — Refining planned turnaround costs per barrel 1.04 0.57 0.88 LIFO inventory (credit) charge per barrel (0.14) — 0.59 Depreciation and amortization per barrel 1.72 1.83 1.96 Refining & Marketing segment income (loss) per barrel $ 15.26 $ 0.99 $ (5.49) Per barrel fees paid to MPLX included in distribution costs above $ 3.39 $ 3.40 $ 3.66 (a) Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.
Refining & Marketing Operating Statistics 2023 2022 2021 Net refinery throughput (mbpd ) 2,914 2,951 2,799 Refining & Marketing margin, excluding LIFO inventory credit/charge per barrel (a)(b) $ 23.16 $ 28.10 $ 13.36 LIFO inventory credit (charge) per barrel (0.14) 0.14 — Refining & Marketing margin per barrel (a)(b) 23.02 28.24 13.36 Less: Refining operating costs per barrel (c) 5.41 5.41 5.02 Distribution costs per barrel 5.37 4.89 5.04 LIFO inventory credit (charge) per barrel (0.14) 0.14 — Other per barrel (d) (0.36) (0.08) (0.14) Refining & Marketing adjusted EBITDA per barrel 12.74 17.88 3.44 Less: Storm impacts on refining operating cost per barrel (e) — — 0.05 Refining planned turnaround costs per barrel 1.13 1.04 0.57 LIFO inventory (credit) charge per barrel 0.14 (0.14) — Depreciation and amortization per barrel 1.77 1.72 1.83 Refining & Marketing segment income per barrel $ 9.70 $ 15.26 $ 0.99 Per barrel fees paid to MPLX included in distribution costs above $ 3.61 $ 3.39 $ 3.40 (a) Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.
Certain other agreements include commitments to pay for 100 percent of available capacity for certain marine transportation and refining logistics assets. Midstream Our Midstream segment transports, stores, distributes and markets crude oil and refined products, principally for our Refining & Marketing segment.
Certain other agreements include commitments to pay for 100 percent of available capacity for certain marine transportation and refining logistics assets. Midstream Our Midstream segment gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products, principally for our Refining & Marketing segment. Additionally, the segment markets refined products.
In 64 Table of Contents addition, our long-term asset rate of return assumption is compared to those of other companies and to historical returns for reasonableness. We used the 5.75 percent long-term rate of return to determine our 2022 defined benefit pension expense.
In 65 Table of Contents addition, our long-term asset rate of return assumption is compared to those of other companies and to historical returns for reasonableness. We used the 7.00 percent long-term rate of return to determine our 2023 defined benefit pension expense.
Benchmark spot prices (dollars per gallon) 2022 2021 2020 Chicago CBOB unleaded regular gasoline $ 2.87 $ 2.02 $ 1.07 Chicago ultra-low sulfur diesel 3.43 2.06 1.19 USGC CBOB unleaded regular gasoline 2.76 2.01 1.10 USGC ultra-low sulfur diesel 3.46 2.01 1.20 LA CARBOB 3.29 2.20 1.28 LA CARB diesel 3.51 2.10 1.30 Market Indicators (dollars per barrel) WTI $ 94.33 $ 68.11 $ 39.34 MEH 96.19 69.01 — LLS — — 41.15 ANS 98.98 70.56 42.28 Crack Spreads Mid-Continent WTI 3-2-1 $ 26.93 $ 10.95 $ 5.34 USGC MEH 3-2-1 22.17 8.89 — USGC LLS 3-2-1 — — 3.77 West Coast ANS 3-2-1 34.91 13.80 9.26 Blended 3-2-1 (a) 26.62 10.70 5.64 Crude Oil Differentials Sweet $ 0.21 $ (0.47) $ (1.07) Sour (6.81) (4.05) (3.45) (a) The blended crack spreads for 2022, 2021 and the fourth quarter of 2020 are weighted 40 percent of the USGC crack spread, 40 percent of the Mid-Continent crack spread and 20 percent of the West Coast crack spread.
Benchmark spot prices (dollars per gallon) 2023 2022 2021 Chicago CBOB unleaded regular gasoline $ 2.33 $ 2.87 $ 2.02 Chicago ultra-low sulfur diesel 2.61 3.43 2.06 USGC CBOB unleaded regular gasoline 2.34 2.76 2.01 USGC ultra-low sulfur diesel 2.72 3.46 2.01 LA CARBOB 2.81 3.29 2.20 LA CARB diesel 2.91 3.51 2.10 Market Indicators (dollars per barrel) WTI $ 77.60 $ 94.33 $ 68.11 MEH 79.08 96.19 69.01 ANS 82.41 98.98 70.56 Crack Spreads Mid-Continent WTI 3-2-1 $ 18.61 $ 26.93 $ 10.95 USGC MEH 3-2-1 17.49 22.17 8.89 West Coast ANS 3-2-1 30.11 34.91 13.80 Blended 3-2-1 (a) 20.46 26.62 10.70 Crude Oil Differentials Sweet $ (0.48) $ 0.21 $ (0.47) Sour (6.31) (6.81) (4.05) (a) The blended crack spreads for 2023, 2022 and 2021 are weighted 40 percent of the USGC crack spread, 40 percent of the Mid-Continent crack spread and 20 percent of the West Coast crack spread.
MPC funded the redemption amount with cash on hand. • In June 2021, we redeemed all of the $300 million outstanding aggregate principal amount of MPC’s 5.125% senior notes due April 2024 at a price equal to 100.854% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date. • In May 2021, we repaid all outstanding commercial paper borrowings, which, along with cash had been used to finance the fourth quarter 2020 repayments of two series of MPC’s senior notes in the aggregate total principal amount of $1.13 billion. • On March 1, 2021, we repaid the $1 billion outstanding aggregate principal amount of MPC’s 5.125% senior notes due March 2021. • In 2021, MPLX redeemed $1.75 billion of senior notes and had net borrowings of $300 million under its revolving credit facility. • During 2020, MPC issued $2.5 billion of senior notes, redeemed $1.13 billion of senior notes, borrowed and repaid $4.23 billion under its revolving credit facility and borrowed and repaid $3.55 billion under its trade receivables facility.
MPC funded the redemption amount with cash on hand. • In June 2021, we redeemed all of the $300 million outstanding aggregate principal amount of MPC’s 5.125 percent senior notes due April 2024 at a price equal to 100.854 percent of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date. • In May 2021, we repaid all outstanding commercial paper borrowings, which, along with cash had been used to finance the fourth quarter 2020 repayments of two series of MPC’s senior notes in the aggregate total principal amount of $1.13 billion. • On March 1, 2021, we repaid the $1 billion outstanding aggregate principal amount of MPC’s 5.125 percent senior notes due March 2021. • In 2021, MPLX redeemed $1.75 billion of senior notes and had net borrowings of $300 million under its revolving credit facility. • Cash used in common stock repurchases totaled $11.57 billion in 2023, $11.92 billion in 2022 and $4.65 billion in 2021.
Refining & Marketing segment adjusted EBITDA is also affected by changes in refining operating costs in addition to committed distribution costs. Changes in operating costs are primarily driven by the cost of energy used by our refineries, including purchased natural gas, and the level of maintenance costs.
Such losses are subject to reversal in subsequent periods if prices recover. Refining & Marketing segment adjusted EBITDA is also affected by changes in refining operating costs in addition to committed distribution costs. Changes in operating costs are primarily driven by the cost of energy used by our refineries, including purchased natural gas, and the level of maintenance costs.
Financial Statements and Supplementary Data – Note 22 for further discussion of MPLX’s debt. Capital Requirements Capital Spending MPC’s capital investment plan for 2023 totals approximately $1.3 billion for capital projects and investments, excluding capitalized interest, potential acquisitions and MPLX’s capital investment plan.
Financial Statements and Supplementary Data – Note 20 for further discussion of MPLX’s debt. Capital Requirements Capital Spending MPC’s capital investment plan for 2024 totals approximately $1.25 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan.
At December 31, 2022, we have non-cancelable obligations to acquire property, plant and equipment of $289 million, with $261 million payable within 12 months.
At December 31, 2023, we have non-cancelable obligations to acquire property, plant and equipment of $281 million, with $276 million payable within 12 months.
Actual results could differ from the estimates and assumptions used. Fair Value Estimates Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair Value Estimates Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Our environmental expenditures, including non-regulatory expenditures, for each of the last three years were: (In millions) 2022 2021 2020 Capital $ 167 $ 118 $ 121 Compliance: (a) Operating and maintenance 987 819 469 Remediation (b) 72 54 40 Total $ 1,226 $ 991 $ 630 (a) Based on the American Petroleum Institute’s definition of environmental expenditures.
Our environmental expenditures, including non-regulatory expenditures, for each of the last three years were: (Millions of dollars) 2023 2022 2021 Capital $ 236 $ 167 $ 118 Compliance: (a) Operating and maintenance 1,191 987 819 Remediation (b) 49 72 54 Total $ 1,476 $ 1,226 $ 991 (a) Based on the American Petroleum Institute’s definition of environmental expenditures.
We are unable to predict the potential effects that resurgences of COVID-19 or the continuance or escalation of the military conflict between Russia and Ukraine, and related sanctions or market disruptions, may have on our financial position and results. It remains uncertain how long these conditions may last or how severe they may become.
We are unable to predict the potential effects that the continuance or escalation of these military conflicts, and related sanctions or market disruptions on shipping and energy costs, may have on our financial position and results. It remains uncertain how long these conditions may last or how severe they may become.
Distribution costs, excluding depreciation and amortization, were $5.15 billion and $5.08 billion for 2021 and 2020, respectively, and include fees paid to MPLX of $3.47 billion and $3.46 billion for 2021 and 2020, respectively. On a per barrel basis, distribution costs, excluding depreciation and amortization, decreased $0.33 due to increased throughput.
Distribution costs, excluding depreciation and amortization, were $5.27 billion and $5.15 billion for 2022 and 2021, respectively, and include fees paid to MPLX of $3.65 billion and $3.47 billion for 2022 and 2021, respectively. On a per barrel basis, distribution costs, excluding depreciation and amortization, decreased $0.15 due to higher throughput.
Significant uses of fair value measurements include: • assessment of impairment of long-lived assets; • assessment of impairment of intangible assets: • assessment of impairment of goodwill; • assessment of impairment of equity method investments; • recorded values for assets acquired and liabilities assumed in connection with acquisitions; and • recorded values of derivative instruments.
Financial Statements and Supplementary Data – Note 18 for disclosures regarding our fair value measurements. Significant uses of fair value measurements include: • assessment of impairment of long-lived assets, intangible assets, goodwill and equity method investments; • recorded values for assets acquired and liabilities assumed in connection with acquisitions; and • recorded values of derivative instruments.
In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as: • the selling prices realized for refined products; • the types of crude oil and other charge and blendstocks processed; • our refinery yields; • the cost of products purchased for resale; • the impact of commodity derivative instruments used to hedge price risk; • the potential impact of LCM adjustments to inventories in periods of declining prices; • the potential impact of LIFO liquidation charges due to draw-downs from historic inventory levels; and • the cost of purchasing RINs in the open market to comply with RFS2 requirements.
(d) This is consumption-based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment. 44 Table of Contents In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as: • the selling prices realized for refined products; • the types of crude oil and other charge and blendstocks processed; • our refinery yields; • the cost of products purchased for resale; • the impact of commodity derivative instruments used to hedge price risk; • the potential impact of lower of cost or market adjustments to inventories in periods of declining prices; • the potential impact of LIFO charges due to changes in historic inventory levels; and • the cost of purchasing RINs in the open market to comply with RFS2 requirements.
The decreases in 2022 and 2021 are primarily due to share repurchases, partially offset by an increase in per share dividends in 2022. • Cash used in distributions to noncontrolling interests totaled $1.21 billion in 2022, $1.45 billion in 2021 and $1.24 billion in 2020.
The decreases in 2023 and 2022 are primarily due to share repurchases, partially offset by an increase in per share dividends. • Cash used in distributions to noncontrolling interests totaled $1.28 billion in 2023, $1.21 billion in 2022 and $1.45 billion in 2021 due to distributions to MPLX common and preferred public unitholders.
See discussion of capital expenditures and investments under the “Capital Spending” section. • Cash used for acquisitions was $413 million in 2022 primarily due to the purchase of Crowley Coastal Partner’s interest in Crowley Ocean Partners LLC and its four subsidiaries for approximately $485 million, which included $196 million to pay off the debt associated with the four tankers. • Cash provided by net investments was $110 million in 2022 compared to a net use of cash of $171 million in 2021 and $348 million in 2020.
Cash used for acquisitions was $413 million in 2022 primarily due to the purchase of Crowley Coastal Partner’s interest in Crowley Ocean Partners LLC and its four subsidiaries for approximately $485 million, which included $196 million to pay off the debt associated with the four tankers. • Cash used in net investments was $205 million in 2023 and $171 million in 2021, compared to cash provided by net investments of $110 million in 2022.
Based on the market indicators and our crude oil throughput, we estimate a net positive impact of $5.0 billion on Refining & Marketing margin, primarily due to higher crack spreads.
Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $6 billion on Refining & Marketing margin, primarily due to lower crack spreads.
NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control.
Our Midstream segment also gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control.
The increase in 2021 was primarily due to higher weighted average RIN costs. 50 Table of Contents Supplemental Refining & Marketing Statistics 2022 2021 2020 Refining & Marketing Operating Statistics Crude oil capacity utilization percent (a) 96 91 82 Refinery throughputs ( mbpd ): Crude oil refined 2,761 2,621 2,418 Other charge and blendstocks 190 178 165 Net refinery throughput 2,951 2,799 2,583 Sour crude oil throughput percent 47 47 49 Sweet crude oil throughput percent 53 53 51 Refined product yields ( mbpd ): Gasoline (b) 1,494 1,446 1,314 Distillates (b) 1,079 965 905 NGLs and petrochemicals (b) 178 250 244 Asphalt 89 91 81 Propane 70 52 51 Heavy fuel oil 73 31 28 Total 2,983 2,835 2,623 Refined product export sales volumes (mbpd) (c) 315 371 340 (a) Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.
The increase in 2022 was primarily due to higher weighted average RIN costs and an increase in RIN obligations due to higher production. 51 Table of Contents Supplemental Refining & Marketing Statistics 2023 2022 2021 Refining & Marketing Operating Statistics Crude oil capacity utilization percent (a) 92 96 91 Refinery throughputs ( mbpd ): Crude oil refined 2,677 2,761 2,621 Other charge and blendstocks 237 190 178 Net refinery throughput 2,914 2,951 2,799 Sour crude oil throughput percent 44 47 47 Sweet crude oil throughput percent 56 53 53 Refined product yields ( mbpd ): Gasoline (b) 1,526 1,494 1,446 Distillates (b) 1,047 1,079 965 Propane 66 70 52 NGLs and petrochemicals (b) 182 178 250 Heavy fuel oil 52 73 31 Asphalt 80 89 91 Total 2,953 2,983 2,835 Refined product export sales volumes (mbpd) (c) 339 315 277 (a) Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.
Refining planned turnaround costs decreased $250 million, or $0.31 per barrel, due to the timing of turnaround activity and an increase in throughput. Depreciation and amortization per barrel decreased by $0.13, primarily due to an increase in throughput partially offset by an increase in costs. We purchase RINs to satisfy a portion of our RFS2 compliance.
Refining planned turnaround costs increased $540 million, or $0.47 per barrel, due to the scope and timing of turnaround activity. Depreciation and amortization per barrel decreased by $0.11, primarily due to a decrease in costs and an increase in throughput. We purchase RINs to satisfy a portion of our RFS2 compliance.
These factors had an estimated net positive impact on Refining & Marketing segment adjusted EBITDA of approximately $700 million, including the LIFO inventory charge, in 2021 compared to 2020. For the year ended December 31, 2021, refining operating costs, excluding depreciation and amortization and storm impacts, were $5.13 billion.
These factors had an estimated net positive impact on Refining & Marketing segment adjusted EBITDA of approximately $700 million in 2023 compared to 2022. For the year ended December 31, 2023, refining operating costs, excluding depreciation and amortization, were $5.75 billion.
Items not Allocated to Segments Our CODM evaluates the performance of our segments using segment adjusted EBITDA. Items identified in the table below are either believed to be non-recurring in nature or not believed to be allocable, controlled by the segment or are not tied to the operational performance of the segment.
Items identified in the table below are either believed to be non-recurring in nature or not believed to be allocable, controlled by the segment or are not tied to the operational performance of the segment.
Financial Statements and Supplementary Data – Notes 28 and 26, respectively. 60 Table of Contents Other Cash Commitments On January 27, 2023, we announced our board of directors approved a $0.75 per share dividend, payable March 10, 2023 to shareholders of record at the close of business on February 16, 2023.
Financial Statements and Supplementary Data – Notes 25, 27 and 23, respectively. 61 Table of Contents Other Cash Commitments On January 26, 2024, we announced our board of directors approved a $0.825 per share dividend, payable March 11, 2024 to shareholders of record at the close of business on February 21, 2024.
Our liquidity, excluding MPLX, totaled $16.53 billion at December 31, 2022 consisting of: December 31, 2022 (In millions) Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Bank revolving credit facility $ 5,000 $ — $ 1 $ 4,999 Trade receivables facility (a) 100 — 100 — Total $ 5,100 $ — $ 101 $ 4,999 Cash and cash equivalents and short-term investments (b) 11,532 Total liquidity 16,531 (a) The committed borrowing and letter of credit issuance capacity of the trade receivables securitization facility is $100 million.
Our liquidity, excluding MPLX, totaled $14.28 billion at December 31, 2023 consisting of: December 31, 2023 (Millions of dollars) Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Bank revolving credit facility $ 5,000 $ — $ 1 $ 4,999 Trade receivables facility (a) 100 — — 100 Total $ 5,100 $ — $ 1 $ 5,099 Cash and cash equivalents and short-term investments (b) 9,176 Total liquidity $ 14,275 (a) The committed borrowing and letter of credit issuance capacity of the trade receivables securitization facility is $100 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeChange in IFO from a Hypothetical Price Increase of Change in IFO from a Hypothetical Price Decrease of (In millions) 10% 25% 10% 25% As of December 31, 2022 Crude $ (109) $ (273) $ 109 $ 273 Refined products 67 169 (67) (169) Blending products (16) (39) 16 39 Soybean oil (11) (27) 11 27 We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity.
Biggest changeChange in IFO from a Hypothetical Price Increase of Change in IFO from a Hypothetical Price Decrease of (Millions of dollars) 10% 25% 10% 25% As of December 31, 2023 Crude $ (19) $ (47) $ 19 $ 47 Refined products (1) (1) 1 1 Blending products (3) (7) 3 7 Soybean oil (12) (29) 12 29 We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity.
Our positions are monitored daily by a risk control group to ensure compliance with our stated risk management policy. 65 Table of Contents Midstream NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond MPLX’s control.
Our positions are monitored daily by a risk control group to ensure compliance with our stated risk management policy. 66 Table of Contents Midstream NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond MPLX’s control.
MPLX management conducts a standard credit review on counterparties to derivative contracts, and it has provided the counterparties with a guaranty as credit support for its obligations. MPLX uses standardized agreements that allow for offset of certain positive and negative exposures in the event of default or other terminating events, including bankruptcy.
MPLX management conducts a standard credit review on counterparties to derivative contracts, and it has provided the counterparties with a guaranty as credit support for its obligations if requested. MPLX uses standardized agreements that allow for offset of certain positive and negative exposures in the event of default or other terminating events, including bankruptcy.
Financial Statements and Supplementary Data – Note 20 for additional information on the fair value of our debt. Foreign Currency Exchange Rate Risk We are impacted by foreign exchange rate fluctuations related to some of our purchases of crude oil denominated in Canadian dollars and some of our sales of finished products denominated in Mexican pesos.
Financial Statements and Supplementary Data – Note 18 for additional information on the fair value of our debt. Foreign Currency Exchange Rate Risk We are impacted by foreign exchange rate fluctuations related to some of our purchases of crude oil denominated in Canadian dollars and some of our sales of finished products denominated in Mexican pesos.
We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in 2022. Counterparty Risk MPLX is subject to risk of loss resulting from nonpayment by its customers to whom it provides services, leases assets, or sells natural gas or NGLs.
We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in 2023. Counterparty Risk MPLX is subject to risk of loss resulting from nonpayment by its customers to whom it provides services, leases assets, or sells natural gas or NGLs.
As of December 31, 2022, we did not have any financial derivative instruments to hedge the risks related to interest rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.
As of December 31, 2023, we did not have any financial derivative instruments to hedge the risks related to interest rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.
(b) Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, 2022. (c) Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, 2022. See Item 8.
(b) Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, 2023. (c) Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, 2023. See Item 8.
Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of December 31, 2022 is provided in the following table.
Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of December 31, 2023 is provided in the following table.
Open Derivative Positions and Sensitivity Analysis The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, 2022 and 2021, respectively.
Open Derivative Positions and Sensitivity Analysis The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, 2023 and 2022, respectively.
See Item 8. Financial Statements and Supplementary Data – Note 22 for additional information on our debt. Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of December 31, 2022 is provided in the following table.
See Item 8. Financial Statements and Supplementary Data – Note 20 for additional information on our debt. Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of December 31, 2023 is provided in the following table.
In the event of a counterparty default, we may sustain a loss and our cash receipts could be negatively impacted. 67 Table of Contents
In the event of a counterparty default, we may sustain a loss and our cash receipts could be negatively impacted. 68 Table of Contents
Financial Statements and Supplementary Data – Notes 20 and 21 for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our consolidated balance sheets and statements of income. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.
Financial Statements and Supplementary Data – Notes 18 and 19 for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our consolidated balance sheets and statements of income. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.
Changes to the portfolio after December 31, 2022 would cause future IFO effects to differ from those presented above. 66 Table of Contents Interest Rate Risk Our use of fixed or variable-rate debt directly exposes us to interest rate risk.
Changes to the portfolio after December 31, 2023 would cause future IFO effects to differ from those presented above. 67 Table of Contents Interest Rate Risk Our use of fixed or variable-rate debt directly exposes us to interest rate risk.
(In millions) Fair Value (a) Change in Fair Value (b) Change in Net Income for the Year ended December 31, 2022 (c) Long-term debt Fixed-rate $ 24,209 $ 1,901 n/a Variable-rate $ — — $ — (a) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
(Millions of dollars) Fair Value (a) Change in Fair Value (b) Change in Net Income for the Year ended December 31, 2023 (c) Long-term debt Fixed-rate $ 25,690 $ 2,037 n/a Variable-rate — — — (a) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
(In millions) 2022 2021 Realized loss on settled derivative positions $ (93) $ (359) Unrealized gain (loss) on open net derivative positions 35 (21) Net loss $ (58) $ (380) See Item 8. Financial Statements and Supplementary Data – Note 21 for additional information on our open derivative positions at December 31, 2022.
(Millions of dollars) 2023 2022 Realized gain (loss) on settled derivative positions $ 8 $ (93) Unrealized gain (loss) on open net derivative positions (14) 35 Net loss $ (6) $ (58) See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our open derivative positions at December 31, 2023.

Other MPC 10-K year-over-year comparisons