This section should also be read in conjunction with the unaudited consolidated
financial statements and accompanying footnotes included under Item 1. Financial
Statements and in conjunction with our Annual Report on Form 10-K for the year
ended December 31, 2019.
Disclosures Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, particularly Management's Discussion and
Analysis of Financial Condition and Results of Operations and Quantitative and
Qualitative Disclosures about Market Risk, includes forward-looking statements
that are subject to risks, contingencies or uncertainties. You can identify
forward-looking statements by words such as "anticipate," "believe,"
"commitment," "could," "design," "estimate," "expect," "forecast," "goal,"
"guidance," "imply," "intend," "may," "objective," "opportunity," "outlook,"
"plan," "policy," "position," "potential," "predict," "priority," "project,"
"proposition," "prospective," "pursue," "seek," "should," "strategy," "target,"
"will," "would" or other similar expressions that convey the uncertainty of
future events or outcomes.
Forward-looking statements include, among other things, statements regarding:
•     future levels of revenues, refining and marketing margins, operating costs,
      retail gasoline and distillate margins, merchandise margins, income from
      operations, net income or earnings per share;

• future levels of capital, environmental or maintenance expenditures,

general and administrative and other expenses;

• expected savings from the restructuring or reorganization of business

components;

• the success or timing of completion of ongoing or anticipated capital or

maintenance projects;

• business strategies, growth opportunities and expected investment;

• consumer demand for refined products, natural gas and NGLs;

• the timing and amount of any future common stock repurchases; and

• the anticipated effects of actions of third parties such as competitors,

activist investors or federal, foreign, state or local regulatory

authorities or plaintiffs in litigation.




Our forward-looking statements are not guarantees of future performance, and you
should not rely unduly on them, as they involve risks, uncertainties and
assumptions that we cannot predict. Material differences between actual results
and any future performance suggested in our forward-looking statements could
result from a variety of factors, including the following:
•     the effects of the COVID-19 pandemic, including any related government

policies and actions, on our business, financial condition, results of

operations and cash flows, including our growth, operating costs, labor

availability, logistical capabilities, customer demand for our products and

industry demand generally, margins, inventory value, cash position, taxes,

the price of our securities and trading markets with respect thereto, our

ability to access capital markets, and the global economy and financial

markets generally;

• the effects of the COVID-19 pandemic, and the current economic environment

generally, on our working capital, cash flows and liquidity, which can be

significantly affected by decreases in commodity prices;

• our ability to successfully complete the planned Speedway sale and realize

the expected benefits within the expected timeframe or at all;

• the risk that we may not proceed with converting the Martinez refinery to a

renewable diesel facility or that our expectations of future cash flows for

a Martinez renewable diesel facility will not be fully realized;

• the risk that the cost savings and any other synergies from the Andeavor


      transaction may not be fully realized or may take longer to realize than
      expected;


• further impairments;


• the regional, national and worldwide availability and pricing of refined

products, crude oil, natural gas, NGLs and other feedstocks;

• our ability to manage disruptions in credit markets or changes to credit

ratings;

• the reliability of processing units and other equipment;

• the adequacy of capital resources and liquidity, including availability,

timing and amounts of free cash flow necessary to execute business plans


      and to effect any share repurchases or to maintain or increase the
      dividend;

• the potential effects of judicial or other proceedings on the business,


      financial condition, results of operations and cash flows;



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• continued or further volatility in and degradation of general economic,

market, industry or business conditions as a result of the COVID-19

pandemic (including any related government policies and actions), other

infectious disease outbreaks, natural hazards, extreme weather events or

otherwise;

• compliance with federal and state environmental, economic, health and

safety, energy and other policies and regulations, including the cost of

compliance with the Renewable Fuel Standard, and enforcement actions

initiated thereunder;

• adverse market conditions or other similar risks affecting MPLX;

• refining industry overcapacity or under capacity;

• changes in producer customers' drilling plans or in volumes of throughput

of crude oil, natural gas, NGLs, refined products or other

hydrocarbon-based products;

• non-payment or non-performance by our producer and other customers;

• changes in the cost or availability of third-party vessels, pipelines,


      railcars and other means of transportation for crude oil, natural gas,
      NGLs, feedstocks and refined products;


•     the price, availability and acceptance of alternative fuels and
      alternative-fuel vehicles and laws mandating such fuels or vehicles;

• political and economic conditions in nations that consume refined products,

natural gas and NGLs, including the United States and Mexico, and in crude

oil producing regions, including the Middle East, Africa, Canada and South

America;

• actions taken by our competitors, including pricing adjustments, expansion

of retail activities, the expansion and retirement of refining capacity and

the expansion and retirement of pipeline capacity, processing,

fractionation and treating facilities in response to market conditions;

• completion of pipeline projects within the United States;

• changes in fuel and utility costs for our facilities;

• accidents or other unscheduled shutdowns affecting our refineries,

machinery, pipelines, processing, fractionation and treating facilities or

equipment, or those of our suppliers or customers;

• acts of war, terrorism or civil unrest that could impair our ability to

produce refined products, receive feedstocks or to gather, process,

fractionate or transport crude oil, natural gas, NGLs or refined products;

• adverse changes in laws including with respect to tax and regulatory matters;




•     political pressure and influence of environmental groups and other
      stakeholders upon policies and decisions related to the production,
      gathering, refining, processing, fractionation, transportation and
      marketing of crude oil or other feedstocks, refined products, natural gas,
      NGLs or other hydrocarbon-based products;

• labor and material shortages; and

• the costs, disruption and diversion of management's attention associated

with campaigns commenced by activist investors.




For additional risk factors affecting our business, see the risk factors
described in our Annual Report on Form 10-K for the year ended December 31,
2019, as updated in our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2020 and June 30, 2020. We undertake no obligation to update any
forward-looking statements except to the extent required by applicable law.
CORPORATE OVERVIEW
We are a leading, integrated, downstream energy company headquartered in
Findlay, Ohio. We own and operate the nation's largest refining system. Our
refineries supply refined products to resellers and consumers across the United
States. We distribute refined products to our customers through transportation,
storage, distribution and marketing services provided largely by our Midstream
segment. We believe we are one of the largest wholesale suppliers of gasoline
and distillates to resellers in the United States.
We have three strong brands: Marathon®, Speedway® and ARCO®. The branded
outlets, which primarily operate under the Marathon brand, are established motor
fuel brands across the United States available through approximately 7,000
branded outlets operated by independent entrepreneurs in 35 states, the District
of Columbia and Mexico. The direct dealer network primarily operates under the
ARCO brand, and consists of approximately 1,070 direct dealer locations
primarily located in the West Coast region of the United States. As discussed in
Recent Developments, we have entered into a sale agreement for our Speedway
business.
We primarily conduct our midstream operations through our ownership interest in
MPLX, which owns and operates crude oil and refined product transportation and
logistics infrastructure and natural gas and NGL gathering, processing, and
fractionation

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assets. As of September 30, 2020, we owned, leased or had ownership interests in
approximately 17,200 miles of crude oil and refined product pipelines that
deliver crude oil to our refineries and other locations and refined products to
wholesale, brand marketing and direct dealer locations. We distribute our
refined products through one of the largest terminal operations in the United
States and one of the largest private domestic fleets of inland petroleum
product barges. Our integrated midstream energy asset network links producers of
natural gas and NGLs from some of the largest supply basins in the United States
to domestic and international markets. Our midstream gathering and processing
operations include: natural gas gathering, processing and transportation; and
NGL gathering, transportation, fractionation, storage and marketing.
Our operations consist of two reportable operating segments: Refining &
Marketing and Midstream. Each of these segments is organized and managed based
upon the nature of the products and services they offer.
•     Refining & Marketing - refines crude oil and other feedstocks at our

refineries in the Gulf Coast, Mid-Continent and West Coast regions of the

United States, purchases refined products and ethanol for resale and

distributes refined products through transportation, storage, distribution

and marketing services provided largely by our Midstream segment. We sell

refined products to wholesale marketing customers domestically and

internationally, to buyers on the spot market, to independent entrepreneurs

who operate primarily Marathon® branded outlets, through long-term fuel

supply contracts with direct dealers who operate locations mainly under the


      ARCO® brand and to approximately 3,900 Speedway locations.


•     Midstream - transports, stores, distributes and markets crude oil and
      refined products principally for the Refining & Marketing segment via
      refining logistics assets, pipelines, terminals, towboats and barges;

gathers, processes and transports natural gas; and gathers, transports,

fractionates, stores and markets NGLs. The Midstream segment primarily

reflects the results of MPLX.




Recent Developments
Strategic Actions to Enhance Shareholder Value
On August 2, 2020, we entered into a definitive agreement to sell Speedway, our
company-owned and operated retail transportation fuel and convenience store
business, to 7-Eleven, Inc. for $21 billion in cash, subject to certain
adjustments based on the levels of cash, debt (as defined in the agreement) and
working capital at closing and certain other items. The taxable transaction is
expected to close in the first quarter of 2021, subject to customary closing
conditions and regulatory approvals. This transaction is expected to result in
after-tax cash proceeds of approximately $16.5 billion. The company expects to
use the proceeds from the sale to strengthen the balance sheet and return
capital to shareholders. We will retain our direct dealer business.
In connection with the agreement to sell Speedway, the Company has agreed to
enter into certain ancillary agreements, including a 15-year fuel supply
agreement for approximately 7.7 billion gallons per year associated with
7-Eleven, Inc. or its subsidiaries. Further, the Company expects incremental
opportunities over time to supply 7-Eleven's remaining business as existing
arrangements mature and as new locations are added in connection with its
announced U.S. and Canada growth strategy.
As a result of the agreement to sell the Speedway business, its results are
reported separately as discontinued operations in our consolidated statements of
income for all periods presented and its assets and liabilities have been
reclassified in our consolidated balance sheets to assets and liabilities held
for sale. Prior to presentation of Speedway as discontinued operations, Speedway
and our retained direct dealer business were the two reporting units within our
Retail segment. Beginning with the third quarter of 2020, the direct dealer
business is managed as part of the Refining & Marketing segment. The results of
the Refining & Marketing segment have been retrospectively adjusted to include
the results of the direct dealer business in all periods presented.
As a result of our agreement to sell Speedway, the following changes in our
basis of presentation have occurred:
•      In accordance with ASC 205, Discontinued Operations, intersegment sales

from our Refining & Marketing segment to the Speedway business are no

longer eliminated as intercompany transactions and are now presented

within sales and other operating revenue, since we will continue to supply


       fuel to the Speedway business subsequent to the sale to 7-Eleven. All
       periods presented have been retrospectively adjusted to reflect this
       change.

• Beginning August 2, 2020, in accordance with ASC 360, Property, Plant, and

Equipment, we ceased recording depreciation and amortization for the

Speedway business' property, plant and equipment, finite-lived intangible


       assets and right of use lease assets.



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Business Update
The outbreak of COVID-19 and its development into a pandemic in March 2020 have
resulted in significant economic disruption globally. Actions taken by various
governmental authorities, individuals and companies around the world to prevent
the spread of COVID-19 through social distancing have restricted travel, many
business operations, public gatherings and the overall level of individual
movement and in-person interaction across the globe.
This has in turn significantly reduced global economic activity and resulted in
a decrease in motor vehicle use at a time when seasonal driving patterns
typically result in an increase of consumer demand for gasoline and a dramatic
reduction in airline flights. As a result, there has also been a decline in the
demand for the refined petroleum products that we manufacture and sell.
The decrease in the demand for refined petroleum products coupled with a decline
in the price of crude oil has resulted in a significant decrease in the price
and volume of the refined petroleum products we produce and sell and had a
negative impact on working capital during the first nine months of 2020.
In addition, a decline in the market prices for products held in our inventories
below the carrying value of our inventory resulted in an adjustment to the value
of our inventories. At September 30, 2020, market values for these inventories
were lower than their LIFO cost basis and, as a result, we recorded an LCM
inventory valuation reserve of $1.19 billion. Based on movements of refined
product prices, future inventory valuation adjustments could have a negative or
positive effect to earnings. Such losses are subject to reversal in subsequent
periods if prices recover.
We have been and continue to actively respond to the impacts that these matters
are having on our business. During the third quarter of 2020, we announced
strategic actions to lay a foundation for long-term success, including plans to
optimize our assets and structurally lower costs in 2021 and beyond, which
included indefinitely idling the Gallup and Martinez refineries and the approval
of an involuntary workforce reduction plan. In connection with these strategic
actions, we recorded restructuring expenses of $348 million for the three months
ended September 30, 2020. We also progressed activities associated with the
conversion of the Martinez refinery to a renewable diesel facility, including
applying for permits, advancing discussions with feedstock suppliers, and
beginning detailed engineering activities. As envisioned, the Martinez facility
would be expected to start producing renewable diesel in 2022, with a potential
to build to full capacity of 48,000 barrels per day in 2023.
We previously announced a goal to reduce capital spending by $1.35 billion,
resulting in planned 2020 capital spending of $3.0 billion, or a reduction of
approximately 30 percent from our initial plan for the year. We are currently on
track to exceed this targeted reduction. The reductions are planned across all
segments of the business. Our remaining capital spend primarily relates to
growth projects that are already in progress or spending that supports the safe
and reliable operation of our facilities.
We are also on track to exceed our targeted $950 million reduction of 2020
forecasted operating expenses, primarily through reductions of fixed costs and
deferral of certain expense projects, which includes $200 million of operating
expense reductions at MPLX.
In addition to these measures to address our operations, earlier in the year we
took action to address our liquidity as outlined below:
•      Share repurchases have temporarily been suspended. The timing and amount

of future repurchases, if any, will depend upon several factors, including

market and business conditions.

• On April 27, 2020, we entered into an additional $1.0 billion 364-day

revolving credit facility, which expires in 2021, to provide incremental

liquidity and financial flexibility during the commodity price and demand

downturn.

• On April 27, 2020, we closed on the issuance of $2.5 billion of senior


       notes. Proceeds from the senior notes were used to pay down certain
       amounts outstanding on the five-year revolving credit facility.


•      During June 2020, we repaid the remaining amounts outstanding on the
       five-year revolving credit facility.


•      On September 23, 2020, we entered into a 364-day revolving credit

agreement, which provides for a $1.0 billion unsecured revolving credit

facility that matures in September 2021, and which replaces a similar

364-day revolving credit agreement that expired on September 28, 2020. At

September 30, 2020, we had $7.7 billion available on our variable credit

facilities.




Many uncertainties remain with respect to COVID-19, including its resulting
economic effects, and we are unable to predict the ultimate economic impacts
from COVID-19 and how quickly national economies can recover once the pandemic
ultimately subsides. However, the adverse impact of the economic effects on MPC
has been and will likely continue to be significant. We believe we have
proactively addressed many of the known impacts of COVID-19 to the extent
possible and will strive to continue to do so, but there can be no guarantee the
measures will be fully effective.

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Other Strategic Updates
On July 31, 2020, Western Refining Southwest, Inc. ("WRSW"), a wholly owned
subsidiary of MPC, entered into a Redemption Agreement (the "Redemption
Agreement") with MPLX, pursuant to which MPLX transferred to WRSW all of the
outstanding membership interests in Western Refining Wholesale, LLC ("WRW"), in
exchange for the redemption of MPLX common units valued at $340 million held by
WRSW. The transaction resulted in a minor decrease in MPC's ownership interest
in MPLX. Beginning in the third quarter of 2020, the results of these operations
are presented in the Refining & Marketing segment.
On November 2, 2020, MPLX announced the board authorization of a unit repurchase
program for the repurchase of up to $1 billion of MPLX's outstanding common
units held by the public. MPLX may utilize various methods to effect the
repurchases, which could include open market repurchases, negotiated block
transactions, tender offers, accelerated unit repurchases or open market
solicitations for units, some of which may be effected through Rule 10b5-1
plans. The timing and amount of repurchases, if any, will depend upon several
factors, including market and business conditions, and repurchases may be
initiated, suspended or discontinued at any time. The repurchase authorization
has no expiration date.
On March 18, 2020, we announced that MPC's board of directors unanimously
decided to maintain MPC's current midstream structure, with MPC remaining,
through a wholly owned subsidiary, the general partner of MPLX. This decision
concluded a comprehensive evaluation, led by a special committee of the board,
that included extensive input from multiple external advisors and significant
feedback from investors.
EXECUTIVE SUMMARY
Results
Select results for continuing operations are reflected in the following table.
                                                    Three Months Ended            Nine Months Ended
                                                       September 30,                 September 30,
(In millions)                                       2020            2019           2020          2019
Income (loss) from continuing operations by
segment
Refining & Marketing(a)                        $     (1,569 )    $     989     $   (3,610 )   $  1,750
Midstream                                               960            919          2,734        2,705
Corporate(b)                                           (197 )         (206 )         (625 )       (589 )
Items not allocated to segments:
Equity method investment restructuring gain(c)            -              -              -          207
Transaction-related costs(d)                              -            (22 )           (8 )       (147 )
Litigation                                                -              -              -          (22 )
Impairments(e)                                         (433 )            -         (9,595 )          -
Restructuring expense(f)                               (348 )            -           (348 )          -
LCM inventory valuation adjustment                      530              -         (1,185 )          -
Income (loss) from continuing operations             (1,057 )        1,680        (12,637 )      3,904
Net interest and other financial costs                  359            312          1,032          932
Income (loss) from continuing operations
before income taxes                                  (1,416 )        1,368        (13,669 )      2,972
Provision (benefit) for income taxes on
continuing operations                                  (436 )          255         (2,237 )        600
Income (loss) from continuing operations, net
of tax                                                 (980 )        1,113  

(11,432 ) 2,372

(a) Recast to reflect direct dealer income from operations of $103 million, $106

million, $303 million and $295 million for the third quarter 2020 and 2019

and the first nine months of 2020 and 2019, respectively. Includes a LIFO

liquidation charge of $256 million in the third quarter of 2020.

(b) Recast to reflect corporate costs of $7 million, $8 million, $20 million and

$21 million for the third quarter 2020 and 2019 and the first nine months of

2020 and 2019, respectively, that are no longer allocated to Speedway under

discontinued operations accounting.

(c) Represents gain related to the formation of Capline LLC for the nine months

ended September 30, 2019.

(d) 2020 includes costs incurred in connection with the Midstream strategic

review. 2019 includes employee severance, retention and other costs related

to the acquisition of Andeavor.

(e) Includes $7.4 billion goodwill impairment, $1.3 billion impairment of equity

method investments and $886 million impairment of long lived assets for the

nine months ended September 30, 2020.

(f) Restructuring expenses include $189 million of exit and disposal costs

related to indefinite idling of the Martinez and Gallup refineries and $159


      million of employee separation costs.



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Select results for discontinued operations are reflected in the following table.
                                                   Three Months Ended             Nine Months Ended
                                                      September 30,                 September 30,
(In millions)                                      2020           2019            2020            2019
Income from discontinued operations
Speedway                                       $     456       $     344     $     1,282       $    831
Transaction-related costs(a)                         (18 )             -             (75 )            -
LCM inventory valuation adjustment                     -               -             (25 )            -
Income from discontinued operations                  438             344           1,182            831
Net interest and other financial costs                 5               5              15             13
Income from discontinued operations before
income taxes                                         433             339           1,167            818
Provision for income taxes on discontinued
operations                                            62              85             286            197
Income from discontinued operations, net of
tax                                            $     371       $     254

$ 881 $ 621

(a) Costs related to the Speedway separation.

The following table includes net income (loss) per diluted share data.


                                          Three Months Ended          Nine Months Ended
                                             September 30,              September 30,
                                            2020          2019          2020         2019
Net income (loss) per diluted share
Continuing operations                  $     (1.93 )     $ 1.27    $    (16.93 )    $ 2.35
Discontinued operations                       0.57         0.39           

1.35 0.93 Net income (loss) attributable to MPC $ (1.36 ) $ 1.66 $ (15.58 ) $ 3.28




Actions taken by various governmental authorities, individuals and companies to
prevent the spread of COVID-19 through social distancing have restricted travel,
many business operations, public gatherings and the overall level of individual
movement and in-person interaction in the areas where we operate which has
impacted demand for our products. Net income (loss) attributable to MPC was
$(886) million, or $(1.36) per diluted share, in the third quarter of 2020
compared to $1.10 billion, or $1.66 per diluted share, for the third quarter of
2019 and $(10.11) billion, or $(15.58) per diluted share, in the first nine
months of 2020 compared to $2.19 billion, or $3.28 per diluted share, in the
first nine months of 2019.
For the third quarter of 2020, the change in net income (loss) attributable to
MPC was largely due to a loss in our Refining & Marketing segment, long-lived
asset impairment charges of $433 million, in addition to restructuring expenses
of $348 million related to the idling of the Martinez and Gallup refineries and
costs related to our announced workforce reduction. These changes were partially
offset by a $530 million LCM benefit recognized in the quarter. The loss from
operations in our Refining & Marketing segment is primarily due to decreases in
refined product sales volumes, prices and margins during the current period and
includes a charge of $256 million for the three months ended September 30, 2020
to reflect an expected LIFO liquidation for our crude oil inventories. These
results were partially offset by increased income from discontinued operations,
which relates to the Speedway business, in the third quarter of 2020 compared to
the third quarter of 2019 mainly due to higher fuel margin and merchandise sales
and lower operating and depreciation and amortization expenses, partially offset
by lower fuel volumes.
For the first nine months of 2020, the change in net income (loss) attributable
to MPC was primarily due to a loss in our Refining & Marketing segment, goodwill
and long-lived asset impairment charges of $8.28 billion and impairments of
equity method investments of $1.32 billion during the period primarily driven by
the effects of COVID-19 and the decline in commodity prices, an LCM charge of
$1.19 billion and restructuring expenses of $348 million related to the idling
of the Martinez and Gallup refineries and costs related to our announced
workforce reduction. The loss from operations in our Refining & Marketing
segment is primarily due to decreases in refined product sales volumes, prices
and margins during the current period and includes a charge of $256 million for
the nine months ended September 30, 2020 to reflect an expected LIFO liquidation
for our crude oil inventories. The costs of inventories in the historical LIFO
layer which is expected to be liquidated are higher than current costs, which
resulted in increased cost of revenues and decreased income from operations.
These results were partially offset by increased income from discontinued
operations, which relates to the Speedway business,

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in the first nine months of 2020 compared to the first nine months of of 2019
largely due to higher fuel margin and lower depreciation and amortization
expense, partially offset by lower fuel volumes.
See Note 4 to the unaudited consolidated financial statements for additional
information on discontinued operations.
Refer to the Results of Operations section for a discussion of consolidated
financial results and segment results for the third quarter of 2020 as compared
to the third quarter of 2019 and the first nine months of 2020 compared to the
first nine months of 2019.
MPLX
We owned approximately 647 million MPLX common units at September 30, 2020 with
a market value of $10.19 billion based on the September 30, 2020 closing price
of $15.74 per common unit. On October 27, 2020, MPLX declared a quarterly cash
distribution of $0.6875 per common unit payable on November 13, 2020. As a
result, MPLX will make distributions totaling $715 million to its common
unitholders. MPC's portion of these distributions is approximately $445 million.
We received limited partner distributions of $1.35 billion from MPLX in the nine
months ended September 30, 2020 and $1.39 billion from MPLX and ANDX combined in
the nine months ended September 30, 2019. The decrease in distributions from the
prior year is due to the fact that ANDX had a higher per unit distribution prior
to the Merger when compared to the MPLX distribution per unit post-merger.
On July 31, 2020, WRSW, a wholly owned subsidiary of MPC, entered into a
Redemption Agreement with MPLX, pursuant to which MPLX agreed to transfer to
WRSW, all of the outstanding membership interests in WRW in exchange for the
redemption of MPLX common units held by WRSW. The transaction effects the
transfer to MPC of the Western wholesale distribution business that MPLX
acquired as a result of its acquisition of ANDX. Beginning in the third quarter
of 2020, the results of these operations are presented in MPC's Refining &
Marketing segment prospectively.
At the closing, per the terms of Redemption Agreement, MPLX redeemed 18,582,088
MPLX common units (the "Redeemed Units") held by WRSW. The number of Redeemed
Units was calculated by dividing WRW's aggregate valuation of $340 million by
the simple average of the volume weighted average New York Stock Exchange prices
of an MPLX common unit for the ten trading days ending at market close on July
27, 2020. The transaction resulted in a minor decrease in MPC's ownership
interest in MPLX.
See Note 5 to the unaudited consolidated financial statements for additional
information on MPLX.
Liquidity
Our liquidity, excluding MPLX, totaled $8.44 billion at September 30, 2020
consisting of:
                                                                          September 30, 2020
                                                                                                       Available
(In millions)                                         Total Capacity      Outstanding Borrowings       Capacity
Bank revolving credit facility(a)(b)                $          5,000     $                     1     $     4,999
364-day bank revolving credit facility                         1,000                           -           1,000
364-day bank revolving credit facility                         1,000                           -           1,000
Trade receivables facility(c)                                    750                           -             750
Total                                               $          7,750     $                     1     $     7,749
Cash and cash equivalents(d)                                                                                 688
Total liquidity                                                                                      $     8,437


(a)  Excludes MPLX's $3.50 billion bank revolving credit facility, which had
     approximately $3.41 billion available as of September 30, 2020.

(b) Outstanding borrowings include $1 million in letters of credit outstanding


     under this facility.


(c)  Availability under our $750 million trade receivables facility is

a function of eligible trade receivables, which will be lower in a sustained

lower price environment for refined products.

(d) Includes cash and cash equivalents classified as assets held for sale of $98

million and excludes cash and cash equivalents of MPLX of $28 million.




On September 23, 2020, MPC entered into a 364-day revolving credit agreement,
which provides for a $1.0 billion unsecured revolving credit facility that
matures in September 2021, and which replaces a similar 364-day revolving credit
agreement that expired on September 28, 2020.

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On October 1, 2020, all of the $475 million outstanding aggregate principal
amount of 5.375 percent senior notes due October 2022 were redeemed at a price
equal to par using available cash on hand and liquidity provided through MPC's
credit facilities.
On September 25, 2020, we announced that all of the $650 million outstanding
aggregate principal amount of 3.400 percent senior notes due December 2020 will
be redeemed on November 15, 2020, using available cash on hand and liquidity
provided through MPC's credit facilities, at a price equal to par, plus accrued
and unpaid interest to, but not including, such date.
MPLX's liquidity totaled $4.93 billion at September 30, 2020. As of
September 30, 2020, MPLX had cash and cash equivalents of $28 million, $3.41
billion available under its $3.5 billion revolving credit agreement and $1.5
billion available through its intercompany loan agreement with MPC.
OVERVIEW OF SEGMENTS
Refining & Marketing
Refining & Marketing segment income from operations depends largely on our
Refining & Marketing margin, refining operating costs, distribution costs,
refining planned turnaround and refinery throughputs.
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. The crack spread is a measure of the
difference between market prices for refined products and crude oil, commonly
used by the industry as a proxy for the refining margin. Crack spreads can
fluctuate significantly, particularly when prices of refined products do not
move in the same direction as the cost of crude oil. As a performance benchmark
and a comparison with other industry participants, we calculate Gulf Coast,
Mid-Continent and West Coast crack spreads that we believe most closely track
our operations and slate of products. The following are used for these
crack-spread calculations:
•      The Gulf Coast crack spread uses three barrels of LLS crude producing two

barrels of USGC CBOB gasoline and one barrel of USGC ULSD;

• The Mid-Continent crack spread uses three barrels of WTI crude producing


       two barrels of Chicago CBOB gasoline and one barrel of Chicago ULSD; and

• The West Coast crack spread uses three barrels of ANS crude producing two

barrels of LA CARBOB and one barrel of LA CARB Diesel.




Our refineries can process significant amounts 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. The amount of these
discounts, which we refer to as the sweet differential and sour differential,
can vary significantly, causing our Refining & Marketing margin to differ from
blended crack spreads. In general, larger sweet and sour differentials will
enhance our Refining & Marketing margin.
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
net income due to potential changes in market conditions.
(In millions, after-tax)
Blended crack spread sensitivity(a) (per $1.00/barrel change)   $ 910
Sour differential sensitivity(b) (per $1.00/barrel change)        420
Sweet differential sensitivity(c) (per $1.00/barrel change)       420
Natural gas price sensitivity(d) (per $1.00/MMBtu)                325


(a) Crack spread based on 38 percent LLS, 38 percent WTI and 24 percent ANS with

Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and

assumes all other differentials and pricing relationships remain unchanged.

(b) Sour crude oil basket consists of the following crudes: ANS, Argus Sour

Crude Index, Maya and Western Canadian Select. We expect approximately 50

percent of the crude processed at our refineries in 2020 will be sour crude.

(c) Sweet crude oil basket consists of the following crudes: Bakken, Brent, LLS,

WTI-Cushing and WTI-Midland. We expect approximately 50 percent of the crude

processed at our refineries in 2020 will be sweet crude.

(d) This is consumption-based exposure for our Refining & Marketing segment and


     does not include the sales exposure for our Midstream segment.



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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; and

• the impact of commodity derivative instruments used to hedge price risk.




Refining & Marketing segment income from operations is also affected by changes
in refinery operating costs and refining planned turnaround 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. Refining planned turnarounds, requiring
temporary shutdown of certain refinery operating units, are periodically
performed at each refinery. Distribution costs primarily include long-term
agreements with MPLX, as discussed below, which are based on committed volumes
and will negatively impact income from operations in periods when throughput or
sales are lower or refineries are idled.
We have various long-term, fee-based commercial agreements with MPLX. Under
these agreements, MPLX, which is reported in our Midstream segment, provides
transportation, storage, distribution and marketing services to our Refining &
Marketing segment. Certain of these agreements include commitments for minimum
quarterly throughput and distribution volumes of crude oil and refined products
and minimum storage volumes of crude oil, refined products and other products.
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. The
profitability of our pipeline transportation operations primarily depends on
tariff rates and the volumes shipped through the pipelines. The profitability of
our marine operations primarily depends on the quantity and availability of our
vessels and barges. The profitability of our light product terminal operations
primarily depends on the throughput volumes at these terminals. The
profitability of our fuels distribution services primarily depends on the sales
volumes of certain refined products. The profitability of our refining logistics
operations depends on the quantity and availability of our refining logistics
assets. A majority of the crude oil and refined product shipments on our
pipelines and marine vessels and the refined product throughput at our terminals
serve our Refining & Marketing segment and our refining logistics assets and
fuels distribution services are used solely by our Refining & Marketing segment.
As discussed above in the Refining & Marketing section, MPLX, which is reported
in our Midstream segment, has various long-term, fee-based commercial agreements
related to services provided to our Refining & Marketing segment. Under these
agreements, MPLX has received various commitments of minimum throughput, storage
and distribution volumes as well as commitments to pay for all available
capacity of certain assets. The volume of crude oil that we transport is
directly affected by the supply of, and refiner demand for, crude oil in the
markets served directly by our crude oil pipelines, terminals and marine
operations. Key factors in this supply and demand balance are the production
levels of crude oil by producers in various regions or fields, the availability
and cost of alternative modes of transportation, the volumes of crude oil
processed at refineries and refinery and transportation system maintenance
levels. The volume of refined products that we transport, store, distribute and
market is directly affected by the production levels of, and user demand for,
refined products in the markets served by our refined product pipelines and
marine operations. 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. 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 profitability is affected by
prevailing commodity prices primarily as a result of processing at our own or
third­party processing plants, purchasing and selling or gathering and
transporting volumes of natural gas at index­related prices and the cost of
third­party transportation and fractionation services. To the extent that
commodity prices influence the level of natural gas drilling by our producer
customers, such prices also affect profitability.

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RESULTS OF OPERATIONS
The following discussion includes comments and analysis relating to our results
of operations. This discussion should be read in conjunction with Item 1.
Financial Statements and is intended to provide investors with a reasonable
basis for assessing our historical operations, but should not serve as the only
criteria for predicting our future performance.
Consolidated Results of Operations
                                                Three Months Ended                       Nine Months Ended
                                                   September 30,                           September 30,
(In millions)                             2020         2019       Variance        2020          2019       Variance
Revenues and other income:
Sales and other operating revenues(a)  $ 17,408     $ 27,552     $ (10,144 )   $  51,807     $ 83,140     $ (31,333 )
Income (loss) from equity method
investments(b)                              117          104            13        (1,037 )        272        (1,309 )
Net gain on disposal of assets                1            2            (1 )           6          220          (214 )
Other income                                 22           30            (8 )          69           93           (24 )
Total revenues and other income          17,548       27,688       (10,140 )      50,845       83,725       (32,880 )
Costs and expenses:
Cost of revenues (excludes items
below)                                   16,673       24,345        (7,672 )      48,517       74,626       (26,109 )
LCM inventory valuation adjustment         (530 )          -          (530 )       1,185            -         1,185
Impairment expense                          433            -           433         8,280            -         8,280
Depreciation and amortization               830          761            69         2,526        2,375           151
Selling, general and administrative
expenses                                    673          761           (88 )       2,080        2,413          (333 )
Restructuring expenses                      348            -           348           348            -           348
Other taxes                                 178          141            37           546          407           139
Total costs and expenses                 18,605       26,008        (7,403 )      63,482       79,821       (16,339 )
Income (loss) from continuing
operations                               (1,057 )      1,680        (2,737 )     (12,637 )      3,904       (16,541 )
Net interest and other financial costs      359          312            47         1,032          932           100
Income (loss) from continuing
operations before income taxes           (1,416 )      1,368        (2,784 )     (13,669 )      2,972       (16,641 )
Provision (benefit) for income taxes
on continuing operations                   (436 )        255          (691 )      (2,237 )        600        (2,837 )
Income (loss) from continuing
operations, net of tax                     (980 )      1,113        (2,093 )     (11,432 )      2,372       (13,804 )
Income from discontinued operations,
net of tax                                  371          254           117           881          621           260
Net income (loss)                          (609 )      1,367        (1,976 )     (10,551 )      2,993       (13,544 )
Less net income (loss) attributable
to:
Redeemable noncontrolling interest           20           20             -            61           61             -
Noncontrolling interests                    257          252             5  

(501 ) 738 (1,239 ) Net income (loss) attributable to MPC $ (886 ) $ 1,095 $ (1,981 ) $ (10,111 ) $ 2,194 $ (12,305 )

(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 now presented as third party sales.

(b) The first nine months of 2020 includes $1.32 billion of impairment expense.

See Note 6 to the unaudited consolidated financial statements for further

information.




Third Quarter 2020 Compared to Third Quarter 2019
Net income (loss) attributable to MPC decreased $1.98 billion in the third
quarter of 2020 compared to the third quarter of 2019 largely due to a decrease
in refined product sales volumes, prices and margin, primarily driven by the
effects of COVID-19 and the decline in commodity prices, $433 million of
long-lived assets impairment primarily related to the repositioning of our
Martinez refinery, $348 million of restructuring expenses and a $256 million
charge to reflect an expected LIFO liquidation for our crude oil inventories.
These charges were partially offset by an LCM benefit of $530 million and
increased income from discontinued operations, which represents our Speedway
business.

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Revenues and other income decreased $10.14 billion primarily due to decreased
Refining & Marketing segment refined product sales volumes, which decreased 505
mbpd, and decreased average refined product sales prices of $0.55 per gallon
largely due to reduced travel and business operations associated with the
COVID-19 pandemic.
Costs and expenses decreased $7.40 billion primarily due to:
•      decreased cost of revenues of $7.67 billion mainly due to lower refined

product sales volumes, which decreased 505 mbpd primarily due to reduced

travel and business operations associated with the COVID-19 pandemic and

an LCM benefit of $530 million. This was partially offset by a charge of

$256 million to reflect an expected LIFO liquidation for our crude oil

inventories. The costs of inventories in the historical LIFO layer which

is expected to be liquidated are higher than current costs, which resulted

in the LIFO liquidation charge;

• long-lived asset impairment expenses of $433 million primarily related to

the repositioning of the Martinez refinery;

• decreased selling, general and administrative expenses of $88 million

mainly due to decreases in salaries and employee-related expenses,

contract services expenses, credit card processing fees for brand

customers, and transaction-related costs, partially offset by increases in


       employee benefit costs and other expenses;


•      restructuring expenses of $348 million related to the idling of the
       Martinez and Gallup refineries and costs related to our announced

workforce reduction. See Note 3 to the unaudited consolidated financial

statements for additional information; and

• increased other taxes of $37 million primarily due to increased property

and environmental taxes of approximately $21 million and $17 million,

respectively. Property taxes increased in the current period mainly due to

the absence of tax exemptions and property tax refunds received in the

third quarter of 2019 and environmental taxes increased largely due to the


       reinstatement of the Oil Spill Tax in 2020, which was not in effect for
       all of 2019.


Net interest and other financial costs increased $47 million largely due to
increased MPC borrowings and decreased capitalized interest and interest income.
Benefit for income taxes on continuing operations was $436 million for the three
months ended September 30, 2020 compared to provision for income taxes on
continuing operations of $255 million for the three months ended September 30,
2019. The combined federal, state and foreign income tax rate was 31 percent
(tax benefit rate) and 19 percent for the three months ended September 30, 2020
and 2019, respectively. The effective tax benefit rate for the three months
ended September 30, 2020 was higher than the U.S. statutory rate of 21 percent
due to certain permanent tax benefits related to net income attributable to
noncontrolling interests, state taxes, and a change in estimate related to the
expected NOL carryback provided by the CARES Act offset by non-tax deductible
goodwill impairment. The combined federal, state and foreign continuing
operations income tax rate for the three months ended September 30, 2019 and was
less than the U.S. statutory rate of 21 percent primarily due to certain
permanent tax differences related to net income attributable to noncontrolling
interests offset by equity compensation and state and local tax expense.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30,
2019
Net income (loss) attributable to MPC decreased $12.31 billion in the first nine
months of 2020 compared to the first nine months of 2019 primarily due to
impairment expenses for goodwill and long-lived assets of $8.28 billion,
impairments of equity method investments of $1.32 billion, an LCM charge of
$1.19 billion, decreased refined product sales volumes, prices and margin,
restructuring expenses of $348 million, and a charge of $256 million to reflect
an expected LIFO liquidation in our crude oil inventories. These changes were
partially offset by increased income from discontinued operations, which
represents our Speedway business.
Revenues and other income decreased $32.88 billion primarily due to:
•      decreased sales and other operating revenues of $31.33 billion primarily

due to decreased Refining & Marketing segment refined product sales

volumes, which decreased 508 mbpd, and decreased average refined product


       sales prices of $0.56 per gallon primarily due to reduced travel and
       business operations associated with the COVID-19 pandemic;

• decreased income from equity method investments of $1.31 billion largely

due to impairments of equity method investments of $1.32 billion primarily

driven by the effects of COVID-19 and the decline in commodity prices; and

• decreased net gain on disposal of assets of $214 million mainly due to the

absence of a $207 million gain recognized in 2019 in connection with MPC's

exchange of its undivided interest in the Capline pipeline system for an


       equity ownership in Capline LLC.



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Costs and expenses decreased $16.34 billion primarily due to: • decreased cost of revenues of $26.11 billion primarily due to reduced

travel and business operations associated with the COVID-19 pandemic,

partially offset by increased cost of revenues of $256 million to reflect

an expected LIFO liquidation for our crude oil inventories. The costs of


       inventories in the historical LIFO layer which is expected to be
       liquidated are higher than current costs, which resulted in the LIFO
       liquidation charge;

• an LCM charge of $1.19 billion primarily driven by the effects of COVID-19

and the decline in commodity prices;

• impairment expense of $8.28 billion recorded for goodwill and long-lived

assets of $7.39 billion and $886 million, respectively, primarily driven


       by the effects of COVID-19 and the decline in commodity prices. It also
       includes impairment of long-lived assets primarily related to the
       repositioning of the Martinez refinery;

• decreased selling, general and administrative expenses of $333 million


       mainly due to decreases in salaries and employee-related expenses,
       transaction-related expenses, credit card processing fees for brand
       customers and litigation expense, partially offset by increases in
       employee benefit costs and other expenses;


•      restructuring expense of $348 million related to the idling of the
       Martinez and Gallup refineries and costs related to our announced

workforce reduction. See Note 3 to the unaudited consolidated financial

statements for additional information; and

• increased other taxes of $139 million primarily due to increased property

and environmental taxes of approximately $77 million and $56 million,

respectively. Property taxes increased in the current period mainly due to

the absence of property tax refunds and tax exemptions received in the

first nine months of 2019 and environmental taxes increased largely due to

the reinstatement of the Oil Spill Tax in 2020, which was not in effect

for all of 2019.




Net interest and other financial costs increased $100 million largely due to
increased MPC borrowings and foreign currency exchange losses and decreased
interest income.
Benefit for income taxes on continuing operations was $2.24 billion for the nine
months ended September 30, 2020 compared to provision for income taxes on
continuing operations of $600 million for the nine months ended September 30,
2019, mainly due to decreased income before income taxes of $16.64 billion. The
combined federal, state and foreign income tax rate was 16 percent (tax rate
benefit) and 20 percent for the nine months ended September 30, 2020 and 2019,
respectively. The effective tax rate for the nine months ended September 30,
2020 was lower than the U.S. statutory rate of 21 percent primarily due to a
significant amount of our pre-tax loss consisting of non-tax deductible goodwill
impairment charges, partially offset by the tax rate differential resulting from
the expected NOL carryback provided under the CARES Act. Additionally, our
effective tax rate is generally benefited by our noncontrolling interest in
MPLX, but this benefit was lower for the nine months ended September 30, 2020
compared to the nine months ended September 30, 2019 due to goodwill and other
impairment charges recorded by MPLX. The effective tax rate for the nine months
ended September 30, 2019 was less than the U.S. statutory rate of 21 percent
primarily due to $36 million of state deferred tax expense recorded as an out of
period adjustment, offset by permanent tax differences related to net income
attributable to noncontrolling interests.
Net income attributable to noncontrolling interests decreased $1.24 billion
primarily due to MPLX's net loss primarily resulting from impairment expense
recognized during the first nine months of 2020.
Results of Discontinued Operations
The prospective and historical results of the Speedway business are presented as
discontinued operations in our consolidated financial statements.
The following includes key financial and operating data for Speedway for the
third quarter of 2020 compared to the third quarter of 2019 and the nine months
ended September 30, 2020 compared to the nine months ended September 30, 2019.

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                                           Three Months Ended              Nine Months Ended
                                              September 30,                   September 30,
Key Financial and
Operating Data                            2020            2019            2020            2019
Speedway fuel sales (millions of
gallons)                                   1,583           1,992           4,416           5,820
Speedway fuel margin (dollars per
gallon)(a)(b)                         $   0.3025      $   0.2604      $   0.3640      $   0.2379
Merchandise sales (in
millions)                             $    1,733      $    1,703      $    4,797      $    4,736
Merchandise margin (in
millions)(b)(c)                       $      510      $      498      $    1,376      $    1,376
Merchandise margin percent                  29.4  %         29.2  %         28.7  %         29.1  %
Same store gasoline sales volume
(period over period)(d)                    (16.6 )%         (2.8 )%        (20.6 )%         (2.8 )%
Same store merchandise sales (period
over period)(d)(e)                           0.8  %          5.2 %          (0.9 )%          5.6  %
Convenience stores at
period-end                                 3,854           3,931

(a) The price paid by consumers less the cost of refined products, excluding

transportation, consumer excise taxes and bankcard processing fees (where


     applicable), divided by gasoline and distillate sales volume. Excludes
     inventory valuation adjustments.

(b) See "Non-GAAP Measures" section for reconciliation and further information


     regarding this non-GAAP measure.


(c)  The price paid by the consumers less the cost of merchandise.

(d) Same store comparison includes only locations owned at least 13 months.




(e)  Excludes cigarettes.


Third Quarter 2020 Compared to Third Quarter 2019
Income from discontinued operations, net of tax, increased $117 million.
Quarterly results reflected higher fuel and merchandise margins, partially
offset by lower fuel volumes. Changes in fuel sales volumes were primarily due
to the effects of the COVID-19 pandemic which resulted in restricted travel,
social distancing and reduced business operations. In addition, fuel sales
volumes decreased as a result of an agreement between Speedway and Pilot Travel
Centers LLC ("PTC"), effective October 1, 2019, in which PTC supplies, prices
and sells diesel fuel at certain Speedway and PTC locations with both companies
sharing in the diesel fuel margins.
Beginning August 2, 2020, in accordance with ASC 360, Property, Plant, and
Equipment, we ceased recording depreciation and amortization for the Speedway
business' property, plant and equipment, finite-lived intangible assets and
right of use lease assets. As a result, Speedway depreciation and amortization
was $36 million and $94 million, for third quarter of 2020 and 2019,
respectively.
The Speedway fuel margin increased to 30.25 cents per gallon in the third
quarter of 2020, from 26.04 cents per gallon in the third quarter of 2019.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30,
2019
Income from discontinued operations, net of tax, increased $260 million
primarily due to higher fuel margin partially offset by lower fuel volumes.
Changes in fuel sales volumes were primarily due to the effects of the COVID-19
pandemic which resulted in restricted travel, social distancing and reduced
business operations. In addition, fuel sales volumes decreased as a result of an
agreement between Speedway and PTC, effective October 1, 2019, in which PTC
supplies, prices and sells diesel fuel at certain Speedway and PTC locations
with both companies sharing in the diesel fuel margins.
Beginning August 2, 2020, in accordance with ASC 360, Property, Plant, and
Equipment, we ceased recording depreciation and amortization for the Speedway
business' property, plant and equipment, finite-lived intangible assets and
right of use lease assets. As a result, Speedway depreciation and amortization
was $237 million and $285 million for the nine months ended September 30, 2020
and 2019, respectively.
The Speedway fuel margin increased to 36.40 cents per gallon in the first nine
months of 2020 compared with 23.79 cents per gallon in the first nine months of
2019.
See Note 4 to the unaudited consolidated financial statements for additional
information on discontinued operations.

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Segment Results
Refining & Marketing
Beginning with the third quarter of 2020, the direct dealer business is managed
as part of the Refining & Marketing segment. The results of the Refining &
Marketing segment have been retrospectively adjusted to include the results of
the direct dealer business in all periods presented.
The following includes key financial and operating data for the third quarter of
2020 compared to the third quarter of 2019 and the nine months ended
September 30, 2020 compared to the nine months ended September 30, 2019.
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   [[Image Removed: chart-rmrevenues.jpg]][[Image Removed: chart-rmifo.jpg]]
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[[Image Removed: chart-rmvolumes.jpg]][[Image Removed: chart-rmavesalesprice.jpg]]
(a)  Includes intersegment sales and sales destined for export.


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                                           Three Months Ended               Nine Months Ended
                                              September 30,                    September 30,
                                           2020             2019            2020            2019
Refining & Marketing Operating
Statistics
Net refinery throughput (mbpd)              2,536            3,156           2,601           3,125
Refining & Marketing margin,
excluding LIFO liquidation
charge(a)(b)(c)                       $      8.28       $    15.11     $      9.46      $    14.17
LIFO liquidation charge                     (1.10 )              -           (0.36 )             -
Refining & Marketing margin per
barrel(a)(b)(c)                              7.18            15.11            9.10           14.17
Less:
Refining operating costs per
barrel(d)                                    5.41             5.44            5.85            5.45
Distribution costs per barrel(a)(e)          5.61             4.32            5.35            4.49
Refining planned turnaround costs
per barrel                                   1.01             0.56            1.02            0.69
Depreciation and amortization per
barrel(a)                                    1.96             1.55            1.95            1.56

Plus:


Purchase accounting-depreciation
and amortization(f)                             -             0.12               -            0.01
Other per barrel(f)                          0.08             0.05            0.01            0.06
Refining & Marketing segment income
(loss) per barrel                     $     (6.73 )     $     3.41     $    

(5.06 ) $ 2.05

(a) Recast to reflect direct dealer results in the Refining & Marketing segment.

(b) Sales revenue less cost of refinery inputs and purchased products, divided

by net refinery throughput.

(c) See "Non-GAAP Measures" section for reconciliation and further information

regarding this non-GAAP measure.

(d) Includes refining operating costs and major maintenance costs. Excludes

planned turnaround and depreciation and amortization expense.

(e) Includes fees paid to MPLX. On a per barrel throughput basis, these fees

were $3.81 and $2.74 for the three months ended September 30, 2020 and 2019,

respectively, and $3.63 and $2.79 for the nine months ended September 30,

2020 and 2019, respectively. Excludes depreciation and amortization expense.

(f) Reflects the cumulative effect through June 30, 2019 related to a

measurement period adjustment arising from the finalization of purchase


     accounting.


(g)  Includes income (loss) from equity method investments, net gain (loss) on
     disposal of assets and other income.




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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. The benchmark crack spreads below do not
reflect the market cost of RINs necessary to meet EPA renewable volume
obligations for attributable products under the Renewable Fuel Standard.
                                          Three Months Ended              Nine Months Ended
                                             September 30,                   September 30,
Benchmark Spot Prices
(dollars per gallon)                      2020            2019            2020            2019
Chicago CBOB unleaded regular
gasoline                             $      1.15      $     1.73     $      1.05      $     1.73
Chicago ULSD                                1.17            1.79            1.16            1.86
USGC CBOB unleaded regular gasoline         1.15            1.65            1.07            1.65
USGC ULSD                                   1.16            1.83            1.18            1.88
LA CARBOB                                   1.33            1.97            1.27            1.99
LA CARB diesel                              1.24            1.94            1.28            2.00

Market Indicators (dollars
per barrel)
LLS                                  $     42.49      $    60.59     $     40.15      $    63.37
WTI                                        40.92           56.44           38.21           57.10
ANS                                        42.75           63.02           41.41           65.27
Crack Spreads:
Mid-Continent WTI 3-2-1              $      5.55      $    15.26     $      5.88           15.85
USGC LLS 3-2-1                              3.28           10.05            4.15            8.12
West Coast ANS 3-2-1                        9.21           17.77            9.76           17.21
Blended 3-2-1(a)                            5.57           13.88            6.15           13.24
Crude Oil Differentials:
Sweet                                $     (0.59 )    $    (1.31 )   $     (1.00 )    $    (2.40 )
Sour                                       (2.26 )         (2.35 )         (3.64 )         (2.50 )

(a) Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 38/38/24 percent

in 2020 and 2019. These blends are based on our refining capacity by region

in each period.




Third Quarter 2020 Compared to Third Quarter 2019
Refining & Marketing segment revenues decreased $10.13 billion primarily due to
lower refined product sales volumes, which decreased 505 mbpd, and decreased
average refined product sales prices of $0.55 per gallon. These decreases were
primarily the result of reduced travel and business operations associated with
the COVID-19 pandemic.
Net refinery throughputs decreased 620 mbpd during the third quarter of 2020,
primarily due to reducing throughputs and indefinitely idling certain facilities
during the COVID-19 pandemic.
Refining & Marketing segment income from operations decreased $2.56 billion
primarily due to lower blended crack spreads.
Refining & Marketing margin, excluding LIFO liquidation charge, was $8.28 per
barrel for the third quarter of 2020 compared to $15.11 per barrel for the third
quarter of 2019. Refining & Marketing margin is affected by our performance
against the market indicators shown earlier, which use spot market values and an
estimated mix of crude purchases and product sales. Based on the market
indicators and our crude oil throughput, we estimate a net negative impact of
approximately $3 billion on Refining & Marketing margin for the third quarter of
2020 compared to the third quarter of 2019, primarily due to lower crack
spreads. Our reported Refining & Marketing margin differs from market indicators
due to the mix of crudes purchased and their costs, the effect of market
structure on our crude oil acquisition prices, the effect of RIN prices on the
crack spread, and other items like refinery yields, other feedstock variances,
direct dealer fuel margin and, for the third quarter of 2020, a LIFO liquidation
charge of $256 million. These factors had an estimated net positive effect of
approximately $200 million on Refining & Marketing segment income in the third
quarter of 2020 compared to the third quarter of 2019.
For the three months ended September 30, 2020, refining operating costs,
excluding depreciation and amortization, decreased $314 million compared to the
three months ended September 30, 2019 as we took actions to reduce costs in
response to the

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economic effects of COVID-19, including operating at lower throughput at our
refineries and idling portions of our refining capacity. This decrease was
partially offset by increased turnaround and distribution costs, excluding
depreciation and amortization, of $70 million and $53 million, respectively. Net
refinery throughput was 620 mbpd lower as compared to the three months ended
September 30, 2019. On a per barrel basis, refining operating costs, excluding
depreciation and amortization, decreased $0.03 primarily due to lower throughput
partially offset by decreased costs. Distribution costs, excluding depreciation
and amortization, increased $1.29 per barrel, primarily due to lower throughput.
Distribution costs, excluding depreciation and amortization, include fees paid
to MPLX of $889 million and $794 million for the third quarter of 2020 and 2019,
respectively. Refining planned turnaround costs increased $0.45 per barrel due
to the timing of turnaround activity and lower throughput. Depreciation and
amortization per barrel increased by $0.41 per barrel primarily due to lower
throughput and increased costs.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30,
2019
Refining & Marketing segment revenues decreased $31.17 billion primarily due to
lower refined product sales volumes, which decreased 508 mbpd, and decreased
average refined product sales prices of $0.56 per gallon. These decreases were
primarily the result of reduced travel and business operations associated with
the COVID-19 pandemic.
Net refinery throughputs decreased 524 mbpd in the first nine months of 2020,
primarily due to reducing throughputs and indefinitely idling certain facilities
during the COVID-19 pandemic.
Refining & Marketing segment income from operations decreased $5.36 billion
primarily driven by lower blended crack spreads.
Refining & Marketing margin, excluding LIFO liquidation charge, was $9.46 per
barrel for the first nine months of 2020 compared to $14.17 per barrel for the
first nine months of 2019. Refining & Marketing margin is affected by the market
indicators shown earlier, which use spot market values and an estimated mix of
crude purchases and product sales. Based on the market indicators and our crude
oil throughput, we estimate a net negative impact of approximately $7 billion on
Refining & Marketing margin for the first nine months of 2020 compared to the
first nine months of 2019, primarily due to lower crack spreads. Our reported
Refining & Marketing margin differs from market indicators due to the mix of
crudes purchased and their costs, market structure on our crude oil acquisition
prices, RIN prices on the crack spread, and other items like refinery yields,
other feedstock variances, direct dealer fuel margin and, for the third quarter
of 2020, a LIFO liquidation charge of $256 million. These factors had an
estimated net positive effect of approximately $1.4 billion on Refining &
Marketing segment income in the first nine months of 2020 compared to the first
nine months of 2019.
For the nine months ended September 30, 2020, refining operating and
distribution costs, excluding depreciation and amortization, were $7.99 billion.
This was a decrease of $499 million compared to the nine months ended
September 30, 2019 as we took actions to reduce costs in response to the
economic effects of COVID-19, including operating at lower throughput at our
refineries and idling portions of our refining capacity. This decrease was
partially offset by increased refining planned turnaround costs of $138 million.
Net refinery throughput was 524 mbpd lower as compared to the nine months ended
September 30, 2019. On a per barrel basis, refining operating costs and
distribution costs, excluding depreciation and amortization, increased $0.40 and
$0.86, respectively, mainly due to lower throughput partially offset by a
decrease in costs. Distribution costs, excluding depreciation and amortization,
include fees paid to MPLX of $2.59 billion and $2.38 billion for the for the
first nine months of 2020 and 2019, respectively. Refining planned turnaround
costs increased $0.33 per barrel due to the timing of turnaround activity and a
decrease in throughput. Depreciation and amortization per barrel increased by
$0.39 primarily due to a decrease in throughput and increased costs.

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Supplemental Refining & Marketing Statistics


                                        Three Months Ended          Nine Months Ended
                                           September 30,               September 30,
                                        2020          2019          2020          2019
Refining & Marketing Operating
Statistics
Refined product export sales volumes
(mbpd)(a)                                  389           379           331  

407


Crude oil capacity utilization
percent(b)                                  84            98            82  

97


Refinery throughputs (mbpd):(c)
Crude oil refined                        2,390         2,969         2,446         2,925
Other charge and blendstocks               146           187           155           200
Net refinery throughput                  2,536         3,156         2,601         3,125
Sour crude oil throughput percent           49            47            50  

49


Sweet crude oil throughput percent          51            53            50  

51


Refined product yields (mbpd):(c)
Gasoline                                 1,311         1,553         1,305         1,538
Distillates                                872         1,103           908         1,091
Propane                                     50            56            51            55
Feedstocks and petrochemicals              230           334           266           345
Heavy fuel oil                              21            44            28            47
Asphalt                                     92           106            83            90
Total                                    2,576         3,196         2,641         3,166

(a) Represents fully loaded export cargoes for each time period. These sales

volumes are included in the total sales volume amounts.

(b) Based on calendar-day capacity, which is an annual average that includes

down time for planned maintenance and other normal operating activities.

(c) Excludes inter-refinery volumes which totaled 55 mbpd and 116 mbpd for the

three months ended September 30, 2020 and 2019, respectively, and 68 mbpd

and 98 mbpd for the nine months ended September 30, 2020 and 2019,

respectively.

Midstream


The following includes key financial and operating data for the third quarter of
2020 compared to the third quarter of 2019 and the nine months ended
September 30, 2020 compared to the nine months ended September 30, 2019.
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[[Image Removed: chart-midstreamplthruput.jpg]][[Image Removed: chart-midstreamtermthruput.jpg]]
[[Image Removed: chart-midstreamgathering.jpg]][[Image Removed: chart-midstreamgasprocessed.jpg]][[Image Removed: chart-midstreamfractionation.jpg]]
(a)  On owned common-carrier pipelines, excluding equity method investments.


(b) Includes amounts related to unconsolidated equity method investments on a

100 percent basis.

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                                         Three Months Ended              Nine Months Ended
                                            September 30,                  September 30,
Benchmark Prices                         2020            2019           2020            2019

Natural Gas NYMEX HH ($ per MMBtu) $ 2.13 $ 2.33 $ 1.92 $ 2.57 C2 + NGL Pricing ($ per gallon)(a) $ 0.45 $ 0.44 $ 0.40 $ 0.53

(a) C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of

approximately 35 percent ethane, 35 percent propane, 6 percent iso-butane,

12 percent normal butane and 12 percent natural gasoline.




Third Quarter 2020 Compared to Third Quarter 2019
Midstream segment revenue decreased $17 million primarily due to decreased
demand for the products that we produce and transport due to the current
macro-economic conditions in addition to lower natural gas prices.
Midstream segment income from operations increased $41 million mainly due to
contributions from organic growth projects and reduced operating expenses.
Midstream segment income from operations also benefited from stable, fee based
earnings in the current business environment.

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Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30,
2019
Midstream segment revenue decreased $221 million primarily due to decreased
demand for the products that we produce and transport due to the current
macro-economic conditions in addition to lower natural gas and NGL prices in the
first nine months of 2020.
Midstream segment income from operations increased $29 million mainly due to
contributions from organic growth projects and reduced operating expenses.
Midstream segment income from operations also benefited from stable, fee based
earnings in the current business environment.
Corporate and Items not Allocated to Segments
                                             Three Months Ended          Nine Months Ended
Key Financial Information (in millions)         September 30,              September 30,
                                              2020          2019          2020          2019
Corporate(a)                              $    (197 )     $  (206 )   $    (625 )     $ (589 )
Items not allocated to segments:
Capline restructuring gain                        -             -             -          207
Transaction-related costs(b)                      -           (22 )          (8 )       (147 )
Litigation                                        -             -             -          (22 )
Impairments                                    (433 )           -        (9,595 )          -
Restructuring expense                          (348 )           -          (348 )          -
LCM inventory valuation adjustment              530             -        

(1,185 ) -

(a) Corporate costs consist primarily of MPC's corporate administrative expenses

and costs related to certain non-operating assets, except for corporate

overhead expenses attributable to MPLX, which are included in the Midstream

segment.

(b) 2020 includes costs incurred in connection with the Midstream strategic

review. Costs incurred in 2020 in connection with the Speedway separation

are included in discontinued operations. See Note 4 to the unaudited

consolidated financial statements for additional information on discontinued

operations. 2019 costs include employee severance, retention and other costs

related to the acquisition of Andeavor.




Third Quarter 2020 Compared to Third Quarter 2019
Corporate costs decreased $9 million. Third quarter 2020 and 2019 corporate
expenses include expenses of $7 million and $8 million, respectively, which are
no longer allocable to Speedway due to discontinued operations accounting.
On August 3, 2020, we announced our plans to evaluate possibilities to
strategically reposition our Martinez refinery, including the potential
conversion of the refinery into a renewable diesel facility. Subsequent to
August 3, 2020, we progressed activities associated with the conversion of the
Martinez refinery to a renewable diesel facility, including applying for
permits, advancing discussions with feedstock suppliers, and beginning detailed
engineering activities. As a result of the progression of these activities, we
recorded an impairment charge of $342 million related to abandoned assets.
Additionally, MPLX cancelled in-process Martinez refinery logistics capital
projects with $27 million of carrying value due to our progression toward
converting Martinez to a renewable diesel facility. Impairment expense also
includes $64 million related to goodwill transferred from our Midstream segment
to our Refining & Marketing segment in connection with the transfer to MPC of
the MPLX wholesale distribution business
During the third quarter of 2020, we announced strategic actions to lay a
foundation for long-term success, including plans to optimize our assets and
structurally lower costs in 2021 and beyond, which included indefinitely idling
the Gallup and Martinez refineries and the approval of an involuntary workforce
reduction plan. In connection with these strategic actions, we recorded
restructuring expenses of $348 million for the three months ended September 30,
2020
The indefinite idling of the Gallup and Martinez refineries and progression of
activities associated with the conversion of the Martinez refinery to a
renewable diesel facility resulted in $189 million of restructuring expenses. Of
the $189 million of restructuring expenses, we expect $130 million to settle in
cash for costs related to decommissioning refinery processing units and storage
tanks and fulfilling environmental remediation obligations. Additionally, we
recorded a non-cash reserve against our materials and supplies inventory at
these facilities of $51 million.
The involuntary workforce reduction plan, including employee reductions
resulting from MPC's indefinite idling of its Martinez and Gallup refineries,
affected approximately 2,050 employees. We recorded $159 million of
restructuring expenses for separation benefits payable under our employee
separation plan and certain collective bargaining agreements that we expect to
settle in cash. Certain of the affected MPC employees provide services to MPLX.
MPLX has various employee services agreements and secondment agreements with MPC
pursuant to which MPLX reimburses MPC for employee costs, along with

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the provision of operational and management services in support of MPLX's
operations. Pursuant to such agreements, MPC was reimbursed by MPLX for $36
million of the $159 million of restructuring expenses recorded for these
actions.
As of September 30, 2020, $291 million of restructuring expenses were accrued as
restructuring reserves in our consolidated balance sheet and we expect cash
payments for the majority of these reserves to occur within the next twelve
months.
The change from the LCM inventory valuation reserve at June 30, 2020 resulted in
a benefit of $530 million for the three months ended September 30, 2020.
Transaction-related costs of $22 million for the third quarter of 2019 largely
related to employee retention, severance and other costs associated with the
Andeavor acquisition.
Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30,
2019
Corporate costs increased $36 million primarily due to an information systems
integration project. The first nine months of 2020 and 2019 corporate expenses
include expenses of $20 million and $21 million, respectively, which are no
longer allocable to Speedway due to discontinued operations accounting.
During the first nine months of 2020, we recorded impairment charges of
approximately $9.60 billion, which includes $8.28 billion related to goodwill
and long-lived assets and $1.32 billion related to equity method investments,
and an LCM charge of $1.19 billion primarily driven by the effects of COVID-19
and the decline in commodity prices.
Items not allocated to segments also include transaction-related costs of $8
million for the first nine months of 2020 associated with the Midstream
strategic review and other related activities and $147 million for the first
nine months of 2019 largely related to the recognition of an obligation for
vacation benefits provided to former Andeavor employees as part of the Andeavor
acquisition as well as employee retention, severance and other costs.
Transaction costs for the first nine months of 2020 related to the Speedway
separation are included in discontinued operations. In the first nine months of
2019, other unallocated items include a $207 million gain resulting from the
agreements executed with Capline LLC to contribute our 33 percent undivided
interest in the Capline pipeline system in exchange for a 33 percent ownership
interest in Capline LLC and a litigation reserve of $22 million.
During the third quarter of 2020, we announced strategic actions to lay a
foundation for long-term success, including plans to optimize our assets and
structurally lower costs in 2021 and beyond, which included indefinitely idling
the Gallup and Martinez refineries and the approval of an involuntary workforce
reduction plan. In connection with these strategic actions, we recorded
restructuring expenses of $348 million for the three months ended September 30,
2020. See Note 3 to the unaudited consolidated financial statements and earlier
discussion in this section for additional information.

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Non-GAAP Financial Measures
Management uses certain financial measures to evaluate our operating performance
that are calculated and presented on the basis of methodologies other than in
accordance with GAAP. We believe these non-GAAP financial measures are useful to
investors and analysts to assess our ongoing financial performance because, when
reconciled to their most comparable GAAP financial measures, they provide
improved comparability between periods through the exclusion of certain items
that we believe are not indicative of our core operating performance and that
may obscure our underlying business results and trends. These measures should
not be considered a substitute for, or superior to, measures of financial
performance prepared in accordance with GAAP, and our calculations thereof may
not be comparable to similarly titled measures reported by other companies. The
non-GAAP financial measures we use are as follows:
Refining & Marketing Margin
Refining margin is defined as sales revenue less the cost of refinery inputs and
purchased products.
Reconciliation of Refining & Marketing income from operations to Refining &
Marketing gross margin and Refining & Marketing margin
                                          Three Months Ended              Nine Months Ended
                                             September 30,                  September 30,
(in millions)                             2020            2019           2020            2019
Refining & Marketing income from
operations(a)                         $    (1,569 )   $      989     $    (3,610 )   $    1,750
Plus (Less):
Selling, general and administrative
expenses                                      518            536           1,576          1,662
LCM inventory valuation adjustment            530              -          (1,185 )            -
(Income) loss from equity method
investments                                   (16 )           (6 )             6            (10 )
Net gain on disposal of assets                 (1 )            -               -             (8 )
Other income                                   (1 )           (8 )            (9 )          (30 )
Refining & Marketing gross margin            (539 )        1,511          (3,222 )        3,364
Plus (Less):
Operating expenses (excluding
depreciation and amortization)              2,408          2,643           7,481          7,881
LCM inventory valuation adjustment           (530 )            -           1,185              -
Depreciation and amortization                 456            416           1,392          1,319
Gross margin excluded from Refining
& Marketing margin(b)                        (101 )         (179 )          (285 )         (464 )
Other taxes included in Refining &
Marketing margin                              (19 )           (3 )           (62 )           (8 )
Refining & Marketing margin(a)              1,675          4,388           6,489         12,092
LIFO liquidation charge                       256              -             256              -

Refining & Marketing margin, excluding LIFO liquidation charge $ 1,931 $ 4,388 $ 6,745 $ 12,092

(a) LCM inventory valuation adjustments are excluded from Refining & Marketing

income from operations and Refining & Marketing margin.

(b) The gross margin, excluding depreciation and amortization, of operations

that support Refining & Marketing such as biodiesel and ethanol ventures,


     power facilities and processing of credit card transactions.



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Speedway Fuel Margin
Speedway fuel margin is defined as the price paid by consumers less the cost of
refined products, including transportation, consumer excise taxes and bankcard
processing fees (where applicable).
Speedway Merchandise Margin
Speedway merchandise margin is defined as the price paid by consumers less the
cost of merchandise.
Reconciliation of income from discontinued operations to Speedway gross margin
and Speedway margin
                                           Three Months Ended              Nine Months Ended
                                              September 30,                   September 30,
(in millions)                              2020            2019            2020            2019
Income from discontinued
operations(a)                         $       438      $      344     $     1,182      $      831
Plus (Less):
Operating, selling, general and
administrative expenses                       584             618           1,779           1,754
Income from equity method
investments                                   (21 )           (20 )           (70 )           (58 )
Net gain on disposal of assets                  1              (2 )             -              (2 )
Other income                                  (34 )            (3 )          (127 )            (9 )
Speedway gross margin                         968             937           2,764           2,516
Plus (Less):
LCM inventory valuation adjustment              -               -              25               -
Depreciation and amortization                  36              94             237             285
Speedway margin(a)                    $     1,004      $    1,031     $     3,026      $    2,801

Speedway margin:
Fuel margin                           $       478      $      519     $     1,607      $    1,385
Merchandise margin                            510             498           1,376           1,376
Other margin                                   16              14              43              40
Speedway margin                       $     1,004      $    1,031     $     3,026      $    2,801


(a)  LCM inventory valuation adjustments are excluded from income from
     discontinued operations and Speedway margin.



LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Our consolidated cash and cash equivalents balance for continuing operations was
approximately $618 million at September 30, 2020 compared to $1.39 billion at
December 31, 2019. Cash and cash equivalents for discontinued operations was $98
million at September 30, 2020 compared to $134 million at December 31, 2019. Net
cash provided by (used in) operating activities, investing activities and
financing activities are presented in the following table.
                                      Nine Months Ended
                                        September 30,
(In millions)                          2020         2019
Net cash provided by (used in):
Operating activities               $   1,091      $ 7,032
Investing activities                  (2,824 )     (4,575 )
Financing activities                     922       (2,654 )

Total increase (decrease) in cash $ (811 ) $ (197 )




Net cash provided by operating activities decreased $5.94 billion in the first
nine months of 2020 compared to the first nine months of 2019, primarily due to
a decrease in operating results and an unfavorable change in working capital of
$1.18 billion

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mainly due to a decrease in accounts payable. These changes were partially
offset by an increase in cash provided by discontinued operations of $156
million which reflect the results of the Speedway business. Changes in working
capital exclude changes in short-term debt.
Changes in working capital, excluding changes in short-term debt, were a net
$490 million use of cash in the first nine months of 2020 compared to a net $687
million source of cash in the first nine months of 2019.
For the first nine months of 2020, changes in working capital, excluding the LCM
reserve and changes in short-term debt, were a net $490 million use of cash
primarily due to the effects of decreasing energy commodity prices and volumes
at the end of the period on working capital. Accounts payable decreased
primarily due to decreases in crude prices and volumes. Current receivables
decreased primarily due to lower crude prices and lower refined product prices
and volumes. Excluding the LCM reserve, inventories decreased primarily due to a
decrease in crude and refined products inventories.
For the first nine months of 2019, changes in working capital, excluding changes
in short-term debt, were a net $687 million source of cash primarily due to the
effects of increasing energy commodity prices at the end of the period on
working capital. Current receivables increased primarily due to higher refined
product and crude prices and higher crude sales volumes. Accounts payable
increased primarily due to increases in crude prices and crude volumes.
Inventories decreased due to decreases in refined product and crude inventories,
partially offset by an increase in materials and supplies inventory.
Net cash used in investing activities decreased $1.75 billion in the first nine
months of 2020 compared to the first nine months of 2019, primarily due to the
following:
•      a decrease in additions to property, plant and equipment of $1.13 billion

primarily due to decreased capital expenditures in the first nine months

of 2020 in our Midstream and Refining & Marketing segments;

• a decrease in net investments of $403 million largely due to investments

in the first nine months of 2019 in connection with the construction of

the Gray Oak Pipeline, which began initial start-up in the fourth quarter

of 2019; and

• a decrease in cash used in investing activities related to discontinued

operations of $76 million primarily due to decreased capital expenditures

in the first nine months of 2020 for Speedway.




The consolidated statements of cash flows exclude changes to the consolidated
balance sheets that did not affect cash. A reconciliation of additions to
property, plant and equipment per the consolidated statements of cash flows to
reported total capital expenditures and investments follows.

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