Debt | Our outstanding borrowings at December 31, 2019 and 2018 consisted of the following: (In millions) December 31, December 31, Marathon Petroleum Corporation: Senior notes $ 8,474 $ 8,474 Notes payable 10 11 Finance lease obligations 679 629 MPLX LP: Term loan facility 1,000 — Senior notes 19,100 13,850 Finance lease obligations 19 6 ANDX LP: (a) Revolving and dropdown credit facilities — 1,245 Senior notes — 3,750 Finance lease obligations — 15 Total debt $ 29,282 $ 27,980 Unamortized debt issuance costs (134 ) (128 ) Unamortized discount (310 ) (328 ) Amounts due within one year (711 ) (544 ) Total long-term debt due after one year $ 28,127 $ 26,980 (a) On July 30, 2019, MPLX acquired ANDX and assumed its debt obligations. See Note 4 and the discussion below for additional information. MPC Senior Notes December 31, (In millions) 2019 2018 Marathon Petroleum Corporation: Senior notes, 3.400% due December 2020 $ 650 $ 650 Senior notes, 5.125% due March 2021 1,000 1,000 Senior notes, 5.375% due October 2022 337 337 Senior notes, 4.750% due December 2023 614 614 Senior notes, 5.125% due April 2024 241 241 Senior notes, 3.625%, due September 2024 750 750 Senior notes, 5.125% due December 2026 719 719 Senior notes, 3.800% due April 2028 496 496 Senior notes, 6.500% due March 2041 1,250 1,250 Senior notes, 4.750% due September 2044 800 800 Senior notes, 5.850% due December 2045 250 250 Senior notes, 4.500% due April 2048 498 498 Andeavor senior notes, 3.800% - 5.375% due 2022 - 2048 469 469 Senior notes, 5.000%, due September 2054 400 400 Total 8,474 8,474 In connection with the acquisition of Andeavor on October 1, 2018, we assumed an aggregate principal amount of $3.374 billion senior notes issued by Andeavor, with interest rates ranging from 3.800 percent to 5.375 percent and maturity dates ranging from 2022 to 2048. In October 2018, approximately $2.905 billion aggregate principal amount of Andeavor’s outstanding senior notes were exchanged for new unsecured senior notes issued by MPC having the same maturity and interest rates as the Andeavor senior notes and cash in an exchange offer and consent solicitation undertaken by MPC and Andeavor. After giving effect to the exchange offer, approximately $469 million aggregate principal of outstanding senior notes issued by Andeavor remain outstanding. Interest on each series of senior notes is payable semi-annually in arrears. The MPC senior notes are unsecured and unsubordinated obligations of MPC and rank equally with all of MPC’s other existing and future unsecured and unsubordinated indebtedness. The MPC senior notes are non-recourse and structurally subordinated to the indebtedness of our subsidiaries, including the outstanding indebtedness of Andeavor, MPLX and ANDX. The Andeavor senior notes are unsecured, unsubordinated obligations of Andeavor and are non-recourse to MPC and any of MPC’s subsidiaries other than Andeavor. On March 15, 2018, we redeemed all of the $600 million outstanding aggregate principal amount of our 2.700 percent senior notes due on December 14, 2018. The 2018 senior notes were redeemed at a price equal to par plus a make whole premium and accrued and unpaid interest. The make whole premium of $2.5 million was calculated based on the market yield of the applicable treasury issue as of the redemption date as determined in accordance with the indenture governing the 2018 senior notes. MPLX Term Loan On September 26, 2019, MPLX entered into a term loan agreement which provides for a committed term loan facility for up to an aggregate of $1 billion available to be drawn in up to four separate borrowings, subject to the satisfaction or waiver of certain customary conditions. Borrowings under the term loan agreement bear interest, at MPLX’s election, at either the Adjusted LIBO Rate (as defined in the term loan agreement) plus a margin or the Alternate Base Rate (as defined in the term loan agreement) plus a margin . The applicable margins to the benchmark interest rates fluctuate from time-to-time based on our credit ratings. The proceeds from borrowings under the term loan agreement were used to fund the repayment of MPLX’s existing indebtedness and/or for general business purposes. Amounts borrowed under the term loan agreement will be due and payable on September 26, 2021. As of December 31, 2019 , MPLX had drawn $1 billion on the term loan at an average interest rate of 2.561 percent . The term loan agreement contains representations and warranties, affirmative and negative covenants and events of default that we consider to be customary for an agreement of this type and are substantially similar to MPLX’s existing revolving credit facility, including a covenant that requires MPLX’s ratio of Consolidated Total Debt to Consolidated EBITDA (as both terms are defined in the term loan agreement) for the four prior fiscal quarters not to exceed 5.0 to 1.0 as of the last day of each fiscal quarter (or during the six-month period following certain acquisitions, 5.5 to 1.0). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. On January 2, 2018, MPLX entered into a term loan agreement with a syndicate of lenders providing for a $4.1 billion , 364-day term loan facility. MPLX drew the entire amount of the term loan facility in a single borrowing to fund the cash portion of the consideration for the February 1, 2018 dropdown. On February 8, 2018, MPLX used $4.1 billion of the net proceeds from the issuance of MPLX senior notes to repay the 364-day term-loan facility. MPLX Senior Notes Average December 31, (In millions) Rate 2019 2018 MPLX LP: Floating rate notes due September 2021 2.948 % 1,000 — Floating rate notes due September 2022 3.148 % 1,000 — Senior notes, 6.250% due October 2022 266 — Senior notes, 3.500% due December 2022 486 — Senior notes, 3.375% due March 2023 500 500 Senior notes, 4.500% due July 2023 989 989 Senior notes, 6.375% due May 2024 381 — Senior notes, 4.875% due December 2024 1,149 1,149 Senior notes, 5.250% due January 2025 708 — Senior notes, 4.000% due February 2025 500 500 Senior notes, 4.875% due June 2025 1,189 1,189 MarkWest senior notes, 4.500% - 5.500% due 2023 - 2025 23 23 Senior notes, 4.125% due March 2027 1,250 1,250 Senior notes, 4.250% due December 2027 732 — Senior notes, 4.000% due March 2028 1,250 1,250 Senior notes, 4.800% due February 2029 750 750 Senior notes, 4.500% due April 2038 1,750 1,750 Senior notes, 5.200% due March 2047 1,000 1,000 Senior notes, 5.200% due December 2047 487 — ANDX senior notes, 3.500% - 6.375% due 2019 - 2047 190 — Senior notes, 4.700% due April 2048 1,500 1,500 Senior notes, 5.500% due February 2049 1,500 1,500 Senior notes, 4.900% due April 2058 500 500 Total 19,100 13,850 On September 9, 2019, MPLX issued $2 billion aggregate principal amount of floating rate senior notes in a public offering, consisting of $1 billion aggregate principal amount of notes due September 2021 and $1 billion aggregate principal amount of notes due September 2022. Net proceeds from the issuance of the floating rate senior notes were used to repay MPLX’s existing indebtedness and/or for general business purposes. The interest rate applicable to the floating rate senior notes due September 2021 is LIBOR plus 0.9 percent per annum while the interest rate applicable to the floating rate senior notes due September 2022 is LIBOR plus 1.1 percent per annum. Interest is payable in March, June, September and December, commencing on December 9, 2019. Both series of floating rate notes are callable, in whole or in part, at par plus accrued and unpaid interest at any time on or after September 10, 2020. In connection with MPLX’s acquisition of ANDX on July 30, 2019, MPLX assumed ANDX’s outstanding senior notes, which had an aggregate principal amount of $3.75 billion , with interest rates ranging from 3.500 percent to 6.375 percent and maturity dates ranging from 2019 to 2047. On September 23, 2019, approximately $3.06 billion aggregate principal amount of ANDX’s outstanding senior notes were exchanged for new unsecured senior notes issued by MPLX having the same maturity and interest rates as the ANDX senior notes in an exchange offer and consent solicitation undertaken by MPLX, leaving approximately $690 million aggregate principal of outstanding senior notes issued by ANDX. Of this, $500 million was related to the 5.500 percent unsecured senior notes due 2019. The principal amount of $500 million and accrued interest of $14 million was paid on October 15, 2019, which included interest through the payoff date. On November 15, 2018, MPLX issued $2.25 billion in aggregate principal amount of senior notes in a public offering. On December 10, 2018, a portion of the net proceeds from the offering was used to redeem the $750 million in aggregate principal amount of 5.500 percent unsecured notes due February 2023 issued by MPLX and MarkWest. These notes were redeemed at 101.833 percent of the principal amount. The make whole premium plus the write off of unamortized deferred financing costs resulted in a loss on extinguishment of debt of $60 million . The remaining net proceeds were used to repay borrowings under MPLX’s revolving credit facility and intercompany loan agreement with MPC and for general partnership purposes. On February 8, 2018, MPLX issued $5.5 billion in aggregate principal amount of senior notes in a public offering. On February 8, 2018, $4.1 billion of the net proceeds were used to repay the 364-day term-loan facility entered into on January 2, 2018. The remaining proceeds were used to repay outstanding borrowings under MPLX’s revolving credit facility and intercompany loan agreement with MPC and for general partnership purposes. Interest on each series of MPLX fixed rate senior notes is payable semi-annually in arrears. The MPLX senior notes are unsecured, unsubordinated obligations of MPLX and are non-recourse to MPC and its subsidiaries other than MPLX and MPLX GP LLC, as the general partner of MPLX except as otherwise noted. Schedule of Maturities Principal maturities of long-term debt, excluding finance lease obligations, as of December 31, 2019 for the next five years are as follows: (In millions) 2020 $ 650 2021 3,008 2022 2,275 2023 2,350 2024 2,652 Available Capacity under our Facilities (Dollars in millions) Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Weighted Average Interest Rate Expiration MPC 364-day bank revolving credit facility $ 1,000 $ — $ — $ 1,000 — September 2020 MPC bank revolving credit facility 5,000 — 1 4,999 — October 2023 MPC trade receivables securitization facility 750 — — 750 — July 2021 MPLX bank revolving credit facility 3,500 — — 3,500 — July 2024 Commercial Paper On February 26, 2016, we established a commercial paper program that allows us to have a maximum of $2 billion in commercial paper outstanding, with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facilities. During 2019 , we had no borrowings or repayments under the commercial paper program. At December 31, 2019 , we had no amounts outstanding under the commercial paper program. MPC Revolving Credit Agreements On August 28, 2018, in connection with the Andeavor acquisition, MPC entered into a credit agreement with a syndicate of lenders providing for a $5 billion five-year revolving credit facility that expires in 2023. The five-year credit agreement became effective on October 1, 2018. On July 26, 2019, MPC entered into a credit agreement with a syndicate of lenders providing for a new $1 billion 364-day revolving credit facility that became effective upon the expiration of MPC’s previously existing $1 billion 364-day revolving credit facility in September 2019. The new 364-day credit agreement contains substantially the same terms and conditions as our previously existing 364-day revolving credit facility and will expire in September 2020. MPC has an option under its $5 billion five-year credit agreement to increase the aggregate commitments by up to an additional $1 billion , subject to, among other conditions, the consent of the lenders whose commitments would be increased. In addition, MPC may request up to two one-year extensions of the maturity date of the five-year credit agreement subject to, among other conditions, the consent of lenders holding a majority of the commitments, provided that the commitments of any non-consenting lenders will terminate on the then-effective maturity date. The five-year credit agreement includes sub-facilities for swing-line loans of up to $250 million and letters of credit of up to $2.2 billion (which may be increased to up to $3 billion upon receipt of additional letter of credit issuing commitments). Borrowings under the MPC credit agreements bear interest, at our election, at either the Adjusted LIBO Rate or the Alternate Base Rate (both as defined in the MPC credit agreements), plus an applicable margin . We are charged various fees and expenses under the MPC credit agreements, including administrative agent fees, commitment fees on the unused portion of the commitments and fees related to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPC credit agreements fluctuate based on changes, if any, to our credit ratings. The MPC credit agreements contain certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for arrangements of this type, including a financial covenant that requires us to maintain a ratio of Consolidated Net Debt to Total Capitalization (each as defined in the MPC credit agreements) of no greater than 0.65 to 1.00 as of the last day of each fiscal quarter. The covenants also restrict, among other things, our ability and/or the ability of certain of our subsidiaries to incur debt, create liens on assets or enter into transactions with affiliates. As of December 31, 2019 , we were in compliance with the covenants contained in the MPC credit agreements. Trade Receivables Securitization Facility The trade receivables facility consists of one of our wholly-owned subsidiaries, Marathon Petroleum Company LP (“MPC LP”), selling or contributing on an on-going basis all of its trade receivables (including trade receivables acquired from Marathon Petroleum Trading Canada LLC, a wholly-owned subsidiary of MPC LP), together with all related security and interests in the proceeds thereof, without recourse, to another wholly-owned, bankruptcy-remote special purpose subsidiary, MPC Trade Receivables Company LLC (“TRC”), in exchange for a combination of cash, equity and/or borrowings under a subordinated note issued by TRC to MPC LP. TRC, in turn, has the ability to sell undivided ownership interests in qualifying trade receivables, together with all related security and interests in the proceeds thereof, without recourse, to the purchasing group in exchange for cash proceeds. The trade receivables facility also provides for the issuance of letters of credit up to $750 million , provided that the aggregate credit exposure of the purchasing group, including outstanding letters of credit, may not exceed the lesser of $750 million or the balance of qualifying trade receivables at any one time. To the extent that TRC retains an ownership interest in the receivables it has purchased or received from MPC LP, such interest will be included in our consolidated financial statements solely as a result of the consolidation of the financial statements of TRC with those of MPC. The receivables sold or contributed to TRC are available first and foremost to satisfy claims of the creditors of TRC and are not available to satisfy the claims of creditors of MPC. TRC has granted a security interest in all of its assets to the purchasing group to secure its obligations under the Receivables Purchase Agreement. Proceeds from the sale of undivided percentage ownership interests in qualifying receivables under the trade receivables facility are reflected as debt on our consolidated balance sheet. We remain responsible for servicing the receivables sold to the purchasing group. TRC pays floating-rate interest charges and usage fees on amounts outstanding under the trade receivables facility, if any, unused fees on the portion of unused commitments and certain other fees related to the administration of the facility and letters of credit that are issued and outstanding under the trade receivables facility. The receivables purchase agreement and receivables sale agreement contain representations and covenants that we consider usual and customary for arrangements of this type. Trade receivables are subject to customary criteria, limits and reserves before being deemed to qualify for sale by TRC pursuant to the trade receivables facility. In addition, further purchases of qualified trade receivables under the trade receivables facility are subject to termination, and TRC may be subject to default fees, upon the occurrence of certain amortization events that are included in the receivables purchase agreement, all of which we consider to be usual and customary for arrangements of this type. As of December 31, 2019 , we were in compliance with the covenants contained in the receivables purchase agreement and receivables sale agreement. MPLX Credit Agreement Upon the completion of the merger of MPLX and ANDX on July 30, 2019, the MPLX bank revolving credit facility was amended and restated to increase the borrowing capacity to $3.5 billion and to extend the maturity date to July 30, 2024. The ANDX revolving and dropdown credit facilities were terminated and all outstanding balances were repaid and funded with borrowings under the amended and restated MPLX $3.5 billion bank revolving credit facility. The MPLX credit agreement includes letter of credit issuing capacity of up to approximately $300 million and swingline loan capacity of up to $150 million . The revolving borrowing capacity may be increased by up to an additional $1 billion , subject to certain conditions, including the consent of the lenders whose commitments would increase. Borrowings under the MPLX credit agreement bear interest, at MPLX’s election, at the Adjusted LIBO Rate or the Alternate Base Rate (both as defined in the MPLX credit agreement) plus an applicable margin . MPLX is charged various fees and expenses in connection with the agreement, including administrative agent fees, commitment fees on the unused portion of the commitments and fees with respect to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPLX credit agreement fluctuate based on changes, if any, to MPLX’s credit ratings. The MPLX credit agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type, including a financial covenant that requires MPLX to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as defined in the MPLX credit agreement) for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 for up to two fiscal quarters following certain acquisitions). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. The covenants also restrict, among other things, MPLX’s ability and/or the ability of certain of its subsidiaries to incur debt, create liens on assets and enter into transactions with affiliates. As of December 31, 2019 , MPLX was in compliance with the covenants contained in the MPLX credit agreement. |