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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIE

2、S EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-35054Marathon Petroleum Corporation(Exact name of registrant as specified in its charter)Delaware 27-1284632(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)539 South Ma

3、in Street,Findlay,Ohio 45840-3229(Address of principal executive offices)(Zip code)(419)422-2121(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the ActTitle of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,par val

4、ue$.01MPCNew York Stock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 duringthe preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(

5、2)has been subject to such filing requirements forthe past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or fo

6、r such shorter period that the registrant was required to submit such files.)Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of“large accelerate

7、d filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”inRule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registra

8、nt has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act)Yes No Ther

9、e were 352,330,482 shares of Marathon Petroleum Corporation common stock outstanding as of April 26,2024.Table of ContentsTable of Contents PagePART I-FINANCIAL INFORMATIONItem 1.Financial Statements:Consolidated Statements of Income(Unaudited)3Consolidated Statements of Comprehensive Income(Unaudit

10、ed)4Consolidated Balance Sheets(Unaudited)5Consolidated Statements of Cash Flows(Unaudited)6Consolidated Statements of Equity and Redeemable Noncontrolling Interest(Unaudited)7Notes to the Consolidated Financial Statements(Unaudited)8Item 2.Managements Discussion and Analysis of Financial Condition

11、and Results of Operations25Item 3.Quantitative and Qualitative Disclosures about Market Risk44Item 4.Controls and Procedures45PART II-OTHER INFORMATIONItem 1.Legal Proceedings46Item 1A.Risk Factors46Item 2.Unregistered Sales of Equity Securities and Use of Proceeds46Item 5.Other Information47Item 6.

12、Exhibits48Signatures49Unless otherwise stated or the context otherwise indicates,all references in this Form 10-Q to“MPC,”“us,”“our,”“we”or“the Company”mean MarathonPetroleum Corporation and its consolidated subsidiaries.1Table of ContentsGlossary of TermsThroughout this report,the following company

13、 or industry specific terms and abbreviations are used:ANSAlaska North Slope crude oil,an oil index benchmark priceASUAccounting Standards UpdatebarrelOne stock tank barrel,or 42 U.S.gallons liquid volume,used in reference to crude oil or other liquid hydrocarbonsCARBCalifornia Air Resources BoardCA

14、RBOBCalifornia Reformulated Gasoline Blendstock for Oxygenate BlendingCBOBConventional Gasoline Blendstock for Oxygenate BlendingCECCalifornia Energy CommissionEBITDAEarnings Before Interest,Tax,Depreciation and Amortization(a non-GAAP financial measure)EPAU.S.Environmental Protection AgencyFASBFina

15、ncial Accounting Standards BoardGAAPAccounting principles generally accepted in the United StatesLIFOLast in,first out,an inventory costing methodmbpdThousand barrels per dayMEHMagellan East Houston crude oil,an oil index benchmark priceMMBtuOne million British thermal unitsNGLNatural gas liquids,su

16、ch as ethane,propane,butanes and natural gasolineNYMEXNew York Mercantile ExchangeRFS2Revised Renewable Fuel Standard program,as required by the Energy Independence and Security Act of 2007RINRenewable Identification NumberSECU.S.Securities and Exchange CommissionULSDUltra-low sulfur dieselUSGCU.S.G

17、ulf CoastVIEVariable interest entityWTIWest Texas Intermediate crude oil,an oil index benchmark price2Table of ContentsPART I FINANCIAL INFORMATIONItem 1.Financial StatementsMarathon Petroleum CorporationConsolidated Statements of Income(Unaudited)Three Months Ended March 31,(In millions,except per

18、share data)20242023Revenues and other income:Sales and other operating revenues$32,706$34,864 Income from equity method investments204 133 Net gain on disposal of assets20 3 Other income281 77 Total revenues and other income33,211 35,077 Costs and expenses:Cost of revenues(excludes items below)29,59

19、3 29,294 Depreciation and amortization827 800 Selling,general and administrative expenses779 691 Other taxes228 231 Total costs and expenses31,427 31,016 Income from operations1,784 4,061 Net interest and other financial costs179 154 Income before income taxes1,605 3,907 Provision for income taxes29

20、3 823 Net income1,312 3,084 Less net income attributable to:Redeemable noncontrolling interest10 23 Noncontrolling interests365 337 Net income attributable to MPC$937$2,724 Per share data(See Note 7)Basic:Net income attributable to MPC per share$2.59$6.13 Weighted average shares outstanding361 444 D

21、iluted:Net income attributable to MPC per share$2.58$6.09 Weighted average shares outstanding362 447 The accompanying notes are an integral part of these consolidated financial statements.3Table of ContentsMarathon Petroleum CorporationConsolidated Statements of Comprehensive Income(Unaudited)Three

22、Months Ended March 31,(Millions of dollars)20242023Net income$1,312$3,084 Defined benefit plans:Actuarial changes,net of tax of$1 and$1,respectively2 2 Prior service,net of tax of$(3)and$(4),respectively(11)(13)Other,net of tax of$(1)and$0,respectively(3)Other comprehensive loss(12)(11)Comprehensive

23、 income1,300 3,073 Less comprehensive income attributable to:Redeemable noncontrolling interest10 23 Noncontrolling interests365 337 Comprehensive income attributable to MPC$925$2,713 The accompanying notes are an integral part of these consolidated financial statements.4Table of ContentsMarathon Pe

24、troleum CorporationConsolidated Balance Sheets(Unaudited)(Millions of dollars,except share data)March 31,2024December 31,2023AssetsCash and cash equivalents$3,175$5,443 Short-term investments4,399 4,781 Receivables,less allowance for doubtful accounts of$50 and$44,respectively13,171 12,187 Inventori

25、es9,781 9,317 Other current assets734 403 Total current assets31,260 32,131 Equity method investments6,831 6,260 Property,plant and equipment,net34,963 35,112 Goodwill8,244 8,244 Right of use assets1,255 1,233 Other noncurrent assets2,975 3,007 Total assets$85,528$85,987 LiabilitiesAccounts payable$

26、15,471$13,761 Payroll and benefits payable1,180 1,115 Accrued taxes1,243 1,221 Debt due within one year2,457 1,954 Operating lease liabilities472 454 Other current liabilities964 1,645 Total current liabilities21,787 20,150 Long-term debt24,832 25,329 Deferred income taxes5,831 5,834 Defined benefit

27、 postretirement plan obligations1,182 1,102 Long-term operating lease liabilities770 764 Deferred credits and other liabilities1,355 1,409 Total liabilities55,757 54,588 Commitments and contingencies(see Note 23)Redeemable noncontrolling interest561 895 EquityPreferred stock,no shares issued and out

28、standing(par value$0.01 per share,30 million shares authorized)Common stock:Issued 993 million and 993 million shares(par value$0.01 per share,2 billion shares authorized)10 10 Held in treasury,at cost 638 million and 625 million shares(45,674)(43,502)Additional paid-in capital33,530 33,465 Retained

29、 earnings35,199 34,562 Accumulated other comprehensive loss(143)(131)Total MPC stockholders equity22,922 24,404 Noncontrolling interests6,288 6,100 Total equity29,210 30,504 Total liabilities,redeemable noncontrolling interest and equity$85,528$85,987 The accompanying notes are an integral part of t

30、hese consolidated financial statements.5Table of ContentsMarathon Petroleum CorporationConsolidated Statements of Cash Flows(Unaudited)Three Months Ended March 31,(Millions of dollars)20242023Operating activities:Net income$1,312$3,084 Adjustments to reconcile net income to net cash provided by oper

31、ating activities:Amortization of deferred financing costs and debt discount(24)(10)Depreciation and amortization827 800 Pension and other postretirement benefits,net33 14 Deferred income taxes(35)(5)Net gain on disposal of assets(20)(3)Income from equity method investments(204)(133)Distributions fro

32、m equity method investments262 183 Changes in the fair value of derivative instruments37 95 Changes in:Current receivables(964)3,828 Inventories(462)(1,441)Current liabilities and other current assets999(2,105)Right of use assets and operating lease liabilities,net1(2)All other,net(230)(248)Net cash

33、 provided by operating activities1,532 4,057 Investing activities:Additions to property,plant and equipment(585)(457)Acquisitions,net of cash acquired(622)Disposal of assets1 3 Investments acquisitions and contributions(125)(207)Purchases of short-term investments(1,661)(2,112)Sales of short-term in

34、vestments193 631 Maturities of short-term investments1,885 1,162 All other,net90 164 Net cash used in investing activities(824)(816)Financing activities:Long-term debt borrowings 1,589 repayments(17)(1,021)Debt issuance costs(15)Issuance of common stock11 17 Common stock repurchased(2,218)(3,180)Div

35、idends paid(299)(337)Distributions to noncontrolling interests(337)(329)Repurchases of noncontrolling interests(75)Redemption of noncontrolling interests-preferred units(600)All other,net(42)(31)Net cash used in financing activities(2,977)(3,907)Net change in cash,cash equivalents and restricted cas

36、h(2,269)(666)Cash,cash equivalents and restricted cash at beginning of period5,446 8,631 Cash,cash equivalents and restricted cash at end of period$3,177$7,965 Restricted cash is included in other current assets on our consolidated balance sheets.The accompanying notes are an integral part of these

37、consolidated financial statements.(a)(a)(a)6Table of ContentsMarathon Petroleum CorporationConsolidated Statements of Equity and Redeemable Noncontrolling Interest(Unaudited)MPC Stockholders Equity Common StockTreasury StockAdditional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensiveInco

38、me(Loss)Non-controllingInterestsTotal EquityRedeemableNon-controllingInterest(Shares in millions;amounts in millions of dollars)SharesAmountSharesAmountBalance as of December 31,2023993$10(625)$(43,502)$33,465$34,562$(131)$6,100$30,504$895 Net income 937 365 1,302 10 Dividends declared on common sto

39、ck($0.825 per share)(299)(299)Distributions to noncontrolling interests (314)(314)(23)Other comprehensive loss (12)(12)Shares repurchased (13)(2,172)(2,172)Share-based compensation (7)(1)(1)(9)Equity transactions of MPLX 72 138 210(321)Balance as of March 31,2024993$10(638)$(45,674)$33,530$35,199$(1

40、43)$6,288$29,210$561 MPC Stockholders Equity Common StockTreasury StockAdditional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensiveIncome(Loss)Non-controllingInterestsTotal EquityRedeemableNon-controllingInterest(Shares in millions;amounts in millions of dollars)SharesAmountSharesAmountB

41、alance as of December 31,2022990$10(536)$(31,841)$33,402$26,142$2$6,404$34,119$968 Net income 2,724 337 3,061 23 Dividends declared on common stock($0.75 per share)(336)(336)Distributions to noncontrolling interests (306)(306)(23)Other comprehensive loss (11)(11)Shares repurchased (25)(3,238)(3,238)

42、Share-based compensation1 3 3 Equity transactions of MPLX 3(2)(598)(597)Balance as of March 31,2023991$10(561)$(35,079)$33,408$28,528$(9)$5,837$32,695$968 The accompanying notes are an integral part of these consolidated financial statements.7Table of ContentsNotes to Consolidated Financial Statemen

43、ts(Unaudited)1.Description of the Business and Basis of PresentationDescription of the BusinessWe are a leading,integrated,downstream energy company headquartered in Findlay,Ohio.We operate the nations largest refining system.We sell refinedproducts to wholesale marketing customers domestically and

44、internationally,to buyers on the spot market and to independent entrepreneurs who operatebranded outlets.We also sell transportation fuel to consumers through direct dealer locations under long-term supply contracts.MPCs midstream operations areprimarily conducted through MPLX LP(“MPLX”),which owns

45、and operates crude oil and light product transportation and logistics infrastructure as well asgathering,processing and fractionation assets.We own the general partner and a majority limited partner interest in MPLX.See Note 4.Basis of PresentationThese interim consolidated financial statements are

46、unaudited;however,in the opinion of our management,these statements reflect all adjustments necessaryfor a fair statement of the results for the periods reported.All such adjustments are of a normal,recurring nature unless otherwise disclosed.These interimconsolidated financial statements,including

47、the notes,have been prepared in accordance with the rules of the SEC applicable to interim period financialstatements and do not include all of the information and disclosures required by GAAP for complete financial statements.Certain information and disclosuresderived from our audited annual financ

48、ial statements,prepared in accordance with GAAP,have been condensed or omitted from these interim financialstatements.These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included inour Annual Report on For

49、m 10-K for the year ended December 31,2023.The results of operations for the three months ended March 31,2024 are notnecessarily indicative of the results to be expected for the full year.These consolidated financial statements include the accounts of our majority-owned,controlled subsidiaries,inclu

50、ding MPLX.All significant intercompanytransactions and accounts have been eliminated.Due to our ownership of the general partner interest of MPLX,we have determined that we control MPLX andtherefore we consolidate MPLX and record a noncontrolling interest for the interest owned by the public.Changes

51、 in ownership interest in consolidatedsubsidiaries that do not result in a change in control are recorded as equity transactions.Investments in entities over which we have significant influence,but notcontrol,are accounted for using the equity method of accounting.This includes entities in which we

52、hold majority ownership but the minority shareholders havesubstantive participating rights.Certain prior period financial statement amounts have been reclassified to conform to current period presentation.2.Accounting Standards and Disclosure RulesRecently AdoptedDuring the first quarter of 2024,we

53、adopted ASU 2023-01,Leases(Topic 842):Common Control Arrangements.The adoption of this ASU did not have amaterial impact on our financial statements or disclosures.Not Yet AdoptedSEC Release No.33-11275,The Enhancement and Standardization of Climate-Related Disclosures for InvestorsIn March 2024,the

54、 SEC adopted rules under SEC Release No.33-11275,The Enhancement and Standardization of Climate-Related Disclosures for Investors,which requires registrants to provide certain climate-related information in their annual reports.As part of the disclosures,material impacts from severe weatherevents an

55、d other natural conditions will be required in the audited financial statements.In April 2024,the SEC voluntarily stayed the rules pending judicial review.Pending the results of the judicial review,the disclosure requirements are effective for the Companys Annual Report on Form 10-K for the fiscal y

56、ear endedDecember 31,2025.We are evaluating the impact these rules will have on our disclosures and monitoring the status of the judicial review.ASU 2023-09,Income Taxes(Topic 740):Improvements to Income Tax DisclosuresIn December 2023,the FASB issued an ASU to update income tax disclosure requireme

57、nts to provide consistent categories and greater disaggregation ofinformation in the rate reconciliation and to disaggregate income taxes paid by jurisdiction.This ASU is effective for fiscal years beginning after December 15,2024.Early adoption is permitted.The amendments should be applied on a pro

58、spective basis,but retrospective application is permitted.We are currentlyevaluating the impact this ASU will have on our disclosures.8Table of ContentsASU 2023-07,Segment Reporting(Topic 280):Improvements to Reportable Segment DisclosuresIn November 2023,the FASB issued an ASU to update reportable

59、segment disclosure requirements primarily by requiring enhanced disclosures aboutsignificant segment expenses.This ASU is effective for fiscal years beginning after December 15,2023,and for interim periods within fiscal years beginning afterDecember 15,2024.Early adoption is permitted.The amendments

60、 should be applied retrospectively to all prior periods presented in the financial statements.We are currently evaluating the impact this ASU will have on our disclosures.3.Short-Term InvestmentsInvestments ComponentsThe components of investments were as follows:March 31,2024(Millions of dollars)Fai

61、r ValueLevelAmortized CostUnrealized GainsUnrealizedLossesFair ValueCash and CashEquivalentsShort-termInvestmentsAvailable-for-sale debt securitiesCommercial paperLevel 2$2,774$(1)$2,773$210$2,563 Certificates of deposit and time depositsLevel 21,256 (1)1,255 224 1,031 U.S.government securitiesLevel

62、 1637 (1)636 636 Corporate notes and bondsLevel 2169 169 169 Total available-for-sale debt securities$4,836$(3)$4,833$434$4,399 Cash2,741 2,741 Total$7,574$3,175$4,399 December 31,2023(Millions of dollars)Fair ValueLevelAmortized CostUnrealized GainsUnrealizedLossesFair ValueCash and CashEquivalents

63、Short-termInvestmentsAvailable-for-sale debt securitiesCommercial paperLevel 2$3,154$2$3,156$281$2,875 Certificates of deposit and time depositsLevel 21,836 1 1,837 800 1,037 U.S.government securitiesLevel 1785 (1)784 784 Corporate notes and bondsLevel 285 85 85 Total available-for-sale debt securit

64、ies$5,860$3$(1)$5,862$1,081$4,781 Cash4,362 4,362 Total$10,224$5,443$4,781 Our investment policy includes concentration limits and credit rating requirements which limit our investments to high quality,short term and highly liquidsecurities.Realized gains/losses were not material.All of our availabl

65、e-for-sale debt securities held as of March 31,2024 mature within one year or less or are readilyavailable for use.4.Master Limited PartnershipWe own the general partner and a majority limited partner interest in MPLX,which owns and operates crude oil and light product transportation and logisticsin

66、frastructure as well as gathering,processing and fractionation assets.We control MPLX through our ownership of the general partner interest and,as ofMarch 31,2024,we owned approximately 64 percent of the outstanding MPLX common units compared to 65 percent as of December 31,2023.Our ownershipwas imp

67、acted by changes in the redeemable non-controlling interest.Unit Repurchase ProgramOn August 2,2022,MPLX announced its board of directors approved a$1.0 billion unit repurchase authorization.This unit repurchase authorization has noexpiration date.MPLX may utilize various methods to effect the repur

68、chases,which could include open market repurchases,negotiated block transactions,accelerated unit repurchases,tender offers or open market solicitations for units,some of which may be effected through Rule 10b5-1 plans.The timing andamount of future repurchases,if9Table of Contentsany,will depend up

69、on several factors,including market and business conditions,and such repurchases may be suspended,discontinued or restarted at anytime.Total unit repurchases were as follows for the respective periods:Three Months Ended March 31,(In millions,except per unit data)20242023Number of common units repurc

70、hased2 Cash paid for common units repurchased$75$Average cost per unit$40.04$As of March 31,2024,MPLX had approximately$771 million remaining under its unit repurchase authorization.Redemption of the Series B Preferred UnitsOn February 15,2023,MPLX exercised its right to redeem all of its 600,000 ou

71、tstanding preferred units(the“Series B preferred units”).MPLX paid unitholdersthe Series B preferred unit redemption price of$1,000 per unit.The final semi-annual distribution on the Series B preferred units was paid on February 15,2023in the usual manner.The excess of the total redemption price of$

72、600 million paid to Series B preferred unitholders over the carrying value of the Series B preferred units on theredemption date resulted in a$2 million net reduction to retained earnings.AgreementsWe have various long-term,fee-based commercial agreements with MPLX.Under these agreements,MPLX provid

73、es transportation,storage,distribution andmarketing services to us.With certain exceptions,these agreements generally contain minimum volume commitments.These transactions are eliminated inconsolidation but are reflected as intersegment transactions between our Refining&Marketing and Midstream segme

74、nts.We also have agreements with MPLXthat establish fees for operational and management services provided between us and MPLX and for executive management services and certain general andadministrative services provided by us to MPLX.These transactions are eliminated in consolidation but are reflect

75、ed as intersegment transactions betweencorporate and our Midstream segment.Noncontrolling InterestAs a result of equity transactions of MPLX,we are required to adjust non-controlling interest and additional paid-in capital.Changes in MPCs additional paid-incapital resulting from changes in its owner

76、ship interests in MPLX were as follows:Three Months Ended March 31,(Millions of dollars)20242023Increase due to change in ownership$108$1 Tax impact(36)2 Increase in MPCs additional paid-in capital,net of tax$72$3 5.Variable Interest EntitiesConsolidated VIEWe control MPLX through our ownership of i

77、ts general partner.MPLX is a VIE because the limited partners do not have substantive kick-out or participatingrights over the general partner.We are the primary beneficiary of MPLX because in addition to our significant economic interest,we also have the ability,throughour ownership of the general

78、partner,to control the decisions that most significantly impact MPLX.We therefore consolidate MPLX and record a noncontrollinginterest for the interest owned by the public.We also record a redeemable noncontrolling interest related to MPLXs Series A preferred units.The creditors of MPLX do not have

79、recourse to MPCs general credit through guarantees or other financial arrangements,except as noted.MPC has effectivelyguaranteed certain indebtedness of LOOP LLC(“LOOP”)and LOCAP LLC(“LOCAP”),in which MPLX holds an interest.See Note 23 for more information.Theassets of MPLX can only be used to settl

80、e its own obligations and its creditors have no recourse to our assets,except as noted earlier.10Table of ContentsThe following table presents balance sheet information for the assets and liabilities of MPLX,which are included in our consolidated balance sheets.(Millions of dollars)March 31,2024Dece

81、mber 31,2023AssetsCash and cash equivalents$385$1,048 Receivables,less allowance for doubtful accounts766 836 Inventories163 159 Other current assets36 33 Equity method investments4,343 3,743 Property,plant and equipment,net19,299 19,264 Goodwill7,645 7,645 Right of use assets290 264 Other noncurren

82、t assets1,594 1,644 LiabilitiesAccounts payable$601$723 Accrued taxes71 79 Debt due within one year1,639 1,135 Operating lease liabilities50 45 Other current liabilities304 336 Long-term debt18,805 19,296 Deferred income taxes16 16 Long-term operating lease liabilities231 211 Deferred credits and ot

83、her liabilities485 476 6.Related Party TransactionsTransactions with related parties were as follows:Three Months Ended March 31,(Millions of dollars)20242023Sales to related parties$271$189 Purchases from related parties580 311 Sales to related parties,which are included in sales and other operatin

84、g revenues,consist primarily of refined product sales and renewable feedstock sales tocertain of our equity affiliates.Purchases from related parties are included in cost of revenues.We obtain utilities,transportation services and purchase ethanol and renewable fuels fromcertain of our equity affili

85、ates.11Table of Contents7.Earnings Per ShareWe compute basic earnings per share by dividing net income attributable to MPC less income allocated to participating securities by the weighted averagenumber of shares of common stock outstanding.Since MPC grants certain incentive compensation awards to e

86、mployees and non-employee directors that areconsidered to be participating securities,we have calculated our earnings per share using the two-class method.Diluted income per share assumes exercise ofcertain share-based compensation awards,provided the effect is not anti-dilutive.Three Months Ended M

87、arch 31,(In millions,except per share data)20242023Net income$1,312$3,084 Net income attributable to noncontrolling interest(375)(360)Net income allocated to participating securities(1)(2)Redemption of preferred units(2)Income available to common stockholders$936$2,720 Weighted average common shares

88、 outstanding:Basic361 444 Effect of dilutive securities1 3 Diluted362 447 Income available to common stockholders per share:Basic:Net income attributable to MPC per share$2.59$6.13 Diluted:Net income attributable to MPC per share$2.58$6.09 The following table summarizes the shares that were anti-dil

89、utive and,therefore,were excluded from the diluted share calculation.Three Months Ended March 31,(In millions)20242023Shares issuable under share-based compensation plans 8.EquityOn October 25,2023,MPC announced that our board of directors approved a$5.0 billion share repurchase authorization in add

90、ition to the$5.0 billion sharerepurchase authorizations announced on January 31,2023 and May 2,2023.As of March 31,2024,$4.63 billion remained available for repurchase under theseshare repurchase authorizations.These share repurchase authorizations have no expiration date.We may utilize various meth

91、ods to effect the repurchases,which could include open market repurchases,negotiated block transactions,accelerated sharerepurchases,tender offers or open market solicitations for shares,some of which may be effected through Rule 10b5-1 plans.The timing and amount of futurerepurchases,if any,will de

92、pend upon several factors,including market and business conditions,and such repurchases may be suspended,discontinued orrestarted at any time.12Table of ContentsTotal share repurchases were as follows for the respective periods:Three Months Ended March 31,(In millions,except per share data)20242023N

93、umber of shares repurchased13 25 Cash paid for shares repurchased$2,218$3,180 Average cost per share$168.05$126.56 The average cost per share includes excise tax on share repurchases resulting from the Inflation Reduction Act of 2022,but does not reduce the share repurchaseauthorization.9.Segment In

94、formationWe have two reportable segments:Refining&Marketing and Midstream.Each of these segments is organized and managed based upon the nature of theproducts and services it offers.Refining&Marketing refines crude oil and other feedstocks,including renewable feedstocks,at our refineries in the Gulf

95、 Coast,Mid-Continent andWest Coast regions of the United States,purchases refined products and ethanol for resale and distributes refined products,including renewablediesel,through transportation,storage,distribution and marketing services provided largely by our Midstream segment.We sell refined pr

96、oducts towholesale marketing customers domestically and internationally,to buyers on the spot market,to independent entrepreneurs who operate primarilyMarathon branded outlets and through long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO brand.Midstream

97、gathers,transports,stores and distributes crude oil,refined products,including renewable diesel,and other hydrocarbon-based productsprincipally for the Refining&Marketing segment via refining logistics assets,pipelines,terminals,towboats and barges;gathers,processes andtransports natural gas;and tra

98、nsports,fractionates,stores and markets NGLs.The Midstream segment primarily reflects the results of MPLX.Our chief operating decision maker(“CODM”)evaluates the performance of our segments using segment adjusted EBITDA.Our CODM is the chief executiveofficer.Amounts included in income before income

99、taxes and excluded from segment adjusted EBITDA include:(i)depreciation and amortization;(ii)net interestand other financial costs;(iii)turnaround expenses and(iv)other adjustments as deemed necessary.These items are either:(i)believed to be non-recurring innature;(ii)not believed to be allocable or

100、 controlled by the segment;or(iii)not tied to the operational performance of the segment.Assets by segment are not ameasure used to assess the performance of the company by the CODM and thus are not reported in our disclosures.Three Months Ended March 31,(Millions of dollars)20242023Segment adjusted

101、 EBITDA for reportable segmentsRefining&Marketing$1,874$3,853 Midstream1,589 1,530 Total reportable segments$3,463$5,383 Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxesTotal reportable segments$3,463$5,383 Corporate(204)(165)Refining planned turnaround

102、 costs(648)(357)Depreciation and amortization(827)(800)Net interest and other financial costs(179)(154)Income before income taxes$1,605$3,907(a)(a)13Table of ContentsThree Months Ended March 31,(Millions of dollars)20242023Sales and other operating revenuesRefining&MarketingRevenues from external cu

103、stomers$31,485$33,663 Intersegment revenues37 27 Refining&Marketing segment revenues31,522 33,690 MidstreamRevenues from external customers1,221 1,201 Intersegment revenues1,403 1,362 Midstream segment revenues2,624 2,563 Total segment revenues34,146 36,253 Less:intersegment revenues1,440 1,389 Cons

104、olidated sales and other operating revenues$32,706$34,864 Includes related party sales.See Note 6 for additional information.Three Months Ended March 31,(Millions of dollars)20242023Income(loss)from equity method investmentsRefining&Marketing$23$(36)Midstream181 169 Consolidated income from equity m

105、ethod investments$204$133 Depreciation and amortizationRefining&Marketing$460$464 Midstream343 317 Corporate24 19 Consolidated depreciation and amortization$827$800 Capital expendituresRefining&Marketing$291$421 Midstream327 241 Segment capital expenditures and investments618 662 Less investments in

106、 equity method investees125 207 Plus:Corporate6 7 Capitalized interest12 21 Consolidated capital expenditures$511$483 Includes changes in capital expenditure accruals.See Note 19 for a reconciliation of total capital expenditures to additions to property,plant and equipment for the three monthsended

107、 March 31,2024 and 2023 as reported in the consolidated statements of cash flows.(a)(a)(a)(a)(a)(a)14Table of Contents10.Net Interest and Other Financial CostsNet interest and other financial costs were as follows:Three Months Ended March 31,(Millions of dollars)20242023Interest income$(101)$(121)In

108、terest expense341 334 Interest capitalized(12)(23)Pension and other postretirement non-service costs(11)(23)Loss on extinguishment of debt 9 Investments-net premium(discount)amortization(39)(28)Other financial costs1 6 Net interest and other financial costs$179$154 See Note 22.11.Income TaxesWe reco

109、rded a combined federal,state and foreign income tax provision of$293 million for the three months ended March 31,2024,which was lower than theU.S.statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests offset by state taxes.We recorded a

110、 combined federal,state and foreign income tax provision of$823 million for the three months ended March 31,2023,which was higher than theU.S.statutory rate primarily due to state taxes offset by permanent tax benefits related to net income attributable to noncontrolling interests.12.Inventories(Mil

111、lions of dollars)March 31,2024December 31,2023Crude oil$3,434$3,211 Refined products5,273 4,940 Materials and supplies1,074 1,166 Total$9,781$9,317 Inventories are carried at the lower of cost or market value.Costs of crude oil and refined products are aggregated on a consolidated basis for purposes

112、 ofassessing whether the LIFO cost basis of these inventories may have to be written down to market values.13.Equity Method InvestmentsMidstream AcquisitionOn March 22,2024,MPLX used$625 million of cash on hand to purchase additional ownership interest in existing joint ventures and gathering assets

113、 which willenhance our position in the Utica basin.Prior to the acquisition,MPLX owned an indirect interest in Ohio Gathering Company,L.L.C.(“OGC”)and a directinterest in Ohio Condensate Company,L.L.C.(“OCC”)and now owns a combined 73 percent interest in OGC and a 100 percent interest in OCC,and a d

114、ry gasgathering system in the Utica basin.OGC continues to be accounted for as an equity method investment as MPLX did not obtain control of OGC as a result ofthe transaction.OGC is considered a VIE as MPLX is not deemed to be the primary beneficiary due to voting rights on significant matters.The a

115、cquisition datefair value of our investment in OGC exceeded our portion of the underlying net assets of the joint venture by approximately$86 million.OCC was previouslyaccounted for as an equity method investment,and it is now consolidated and included in our consolidated financial results.The acqui

116、sition was accounted for as a business combination requiring all the acquired assets and liabilities to be remeasured to fair value resulting in aconsolidated fair value of net assets and liabilities of$625 million.The preliminary determination of the fair value includes$518 million related to acqui

117、redinterests in the joint ventures and the remaining balance related to other acquired assets and liabilities.The revaluation of MPLXs existing 62 percent equitymethod investment in OCC resulted in a(a)(a)15Table of Contents$20 million gain,which is included in the net gain on disposal of assets lin

118、e of the accompanying consolidated statements of income.The fair value of equitymethod investments was based on a discounted cash flow model.LF Bioenergy AcquisitionOn March 8,2023,MPC announced the acquisition of a 49.9 percent interest in LF Bioenergy,an emerging producer of renewable natural gas(

119、“RNG”)in theU.S.,for approximately$56 million,which included funding for on-going operations and project development.LF Bioenergy has been focused on developing andgrowing a portfolio of dairy farm-based,low carbon intensity RNG projects.LF Bioenergy is a VIE since it is unable to fund its operation

120、s without financial support from its equity owners.We are not the primary beneficiary of this VIEbecause we do not have the ability to control the activities that significantly influence the economic outcomes of the entity and,therefore,do not consolidate theentity.MPC accounts for our ownership int

121、erest in LF Bioenergy as an equity method investment.14.Property,Plant and Equipment(PP&E)March 31,2024December 31,2023(Millions of dollars)GrossPP&EAccumulatedDepreciationNetPP&EGrossPP&EAccumulatedDepreciationNetPP&ERefining&Marketing$32,441$18,099$14,342$32,496$17,992$14,504 Midstream29,950 9,889

122、 20,061 29,620 9,589 20,031 Corporate1,638 1,078 560 1,632 1,055 577 Total$64,029$29,066$34,963$63,748$28,636$35,112 15.Fair Value MeasurementsFair ValuesRecurringThe following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31,2024 and December 31,

123、2023 by fair valuehierarchy level.We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty,including anyrelated cash collateral as shown below;however,fair value amounts by hierarchy level are presented on a gross basis in the

124、following tables.March 31,2024Fair Value Hierarchy(Millions of dollars)Level 1Level 2Level 3Netting andCollateralNet Carrying Value onBalance SheetCollateralPledged NotOffsetAssets:Commodity contracts$197$(197)$67 Liabilities:Commodity contracts$231$(231)$Embedded derivatives in commodity contracts

125、69 69 December 31,2023Fair Value Hierarchy(Millions of dollars)Level 1Level 2Level 3Netting andCollateralNet Carrying Value onBalance SheetCollateralPledged NotOffsetAssets:Commodity contracts$244$(220)$24$73 Liabilities:Commodity contracts$249$(249)$Embedded derivatives in commodity contracts 61 61

126、 Represents the impact of netting assets,liabilities and cash collateral when a legal right of offset exists.As of March 31,2024,cash collateral of$34 million was netted withmark-to-market derivative liabilities.As of December 31,2023,cash collateral of$29 million was netted with mark-to-market deri

127、vative liabilities.We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.(a)(b)(a)(b)(a)(b)16Table of ContentsLevel 3 instruments relate to an embedded derivative liability for a natural gas purchase commitment embedded in a keepwhole p

128、rocessing agreement.The fairvalue calculation for these Level 3 instruments at March 31,2024 used significant unobservable inputs including:(1)NGL prices interpolated and extrapolateddue to inactive markets ranging from$0.66 to$1.61 per gallon with a weighted average of$0.83 per gallon and(2)the pro

129、bability of renewal of 100 percent forthe five-year term of the natural gas purchase commitment and related keep-whole processing agreement.Increases or decreases in the fractionation spreadresult in an increase or decrease in the fair value of the embedded derivative liability.The following is a re

130、conciliation of the beginning and ending balances recorded for net liabilities classified as Level 3 in the fair value hierarchy.Three Months Ended March 31,(Millions of dollars)20242023Beginning balance$61$61 Unrealized and realized loss included in net income12 Settlements of derivative instrument

131、s(4)(3)Ending balance$69$58 The amount of total loss for the period included in earnings attributable to the change in unrealized loss relating to liabilitiesstill held at the end of period:$11$The loss is included in cost of revenues on the consolidated statements of income.Fair Values Non-recurrin

132、gNon-recurring fair value measurements and disclosures in 2024 relate to the purchase of additional ownership interest in existing joint ventures and gatheringassets as discussed in Note 13.Fair Values ReportedWe believe the carrying value of our other financial instruments,including cash and cash e

133、quivalents,receivables,accounts payable and certain accruedliabilities,approximate fair value.Our fair value assessment incorporates a variety of considerations,including the short-term duration of the instruments and theexpected insignificance of bad debt expense,which includes an evaluation of cou

134、nterparty credit risk.The borrowings under our revolving credit facilities,whichinclude variable interest rates,approximate fair value.The fair value of our long-term debt is based on prices from recent trade activity and is categorized in level3 of the fair value hierarchy.The carrying and fair val

135、ues of our debt were approximately$27.0 billion and$25.3 billion at March 31,2024,respectively,andapproximately$27.0 billion and$25.5 billion at December 31,2023,respectively.These carrying and fair values of our debt exclude the unamortized issuancecosts which are netted against our total debt.16.D

136、erivativesFor further information regarding the fair value measurement of derivative instruments,including any effect of master netting agreements or collateral,see Note15.We do not designate any of our commodity derivative instruments as hedges for accounting purposes.Derivatives that are not desig

137、nated as accounting hedges may include commodity derivatives used to hedge price risk on(1)inventories,(2)fixed price sales ofrefined products,(3)the acquisition of foreign-sourced crude oil,(4)the acquisition of ethanol for blending with refined products,(5)the sale of NGLs,(6)thepurchase of natura

138、l gas and(7)the purchase of soybean oil.(a)(a)(a)17Table of ContentsThe following table presents the fair value of derivative instruments as of March 31,2024 and December 31,2023 and the line items in the consolidated balancesheets in which the fair values are reflected.The fair value amounts below

139、are presented on a gross basis and do not reflect the netting of asset and liabilitypositions permitted under the terms of our master netting arrangements including cash collateral on deposit with,or received from,brokers.We offset therecognized fair value amounts for multiple derivative instruments

140、 executed with the same counterparty in our financial statements when a legal right of offsetexists.As a result,the asset and liability amounts below will not agree with the amounts presented in our consolidated balance sheets.(Millions of dollars)March 31,2024December 31,2023Balance Sheet LocationA

141、ssetLiabilityAssetLiabilityCommodity derivativesOther current assets$197$231$244$249 Other current liabilities 13 11 Deferred credits and other liabilities 56 50 Includes embedded derivatives.The table below summarizes open commodity derivative contracts for crude oil,refined products,blending produ

142、cts and soybean oil as of March 31,2024.Percentage of contractsthat expire next quarterPosition(Units in thousands of barrels)LongShortExchange-tradedCrude oil68.1%44,665 52,077 Refined products94.8%19,575 20,404 Blending products80.1%7,186 3,983 Soybean oil67.3%4,282 4,806 Included in exchange-trad

143、ed are spread contracts in thousands of barrels:Crude oil-12,308 long and 12,188 short;Refined products-445 long and 614 short.There are nospread contracts for blending products or soybean oil.The following table summarizes the effect of all commodity derivative instruments in our consolidated state

144、ments of income:Gain(Loss)(Millions of dollars)Three Months Ended March 31,Income Statement Location20242023Sales and other operating revenues$2 Cost of revenues(74)61 Other income 1 Total$(74)$64(a)(a)(a)(a)(a)18Table of Contents17.DebtOur outstanding borrowings at March 31,2024 and December 31,202

145、3 consisted of the following:(Millions of dollars)March 31,2024December 31,2023Marathon Petroleum Corporation:Senior notes$6,449$6,449 Notes payable1 1 Finance lease obligations457 464 Total6,907 6,914 MPLX LP:Senior notes20,700 20,700 Finance lease obligations6 6 Total20,706 20,706 Total debt27,613

146、 27,620 Unamortized debt issuance costs(138)(141)Unamortized discount,net of unamortized premium(186)(196)Amounts due within one year(2,457)(1,954)Total long-term debt due after one year$24,832$25,329 Available Capacity under our Credit Facilities as of March 31,2024(Millions of dollars)TotalCapacit

147、yOutstandingBorrowingsOutstandingLettersof CreditAvailableCapacityWeightedAverageInterestRateExpirationMPC,excluding MPLXMPC bank revolving credit facility$5,000$1$4,999%July 2027MPC trade receivables securitization facility100 100 September 2024MPLXMPLX bank revolving credit facility2,000 2,000%Jul

148、y 2027 The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is$100 million.In addition,the facility allows for the issuance ofletters of credit in excess of the committed capacity at the discretion of the issuing banks.(a)(a)19Table of Co

149、ntents18.RevenueThe following table presents our revenues from external customers disaggregated by segment and product line.Three Months Ended March 31,(Millions of dollars)20242023Refining&MarketingRefined products$29,247$31,923 Crude oil1,788 1,330 Services and other450 410 Total revenues from ext

150、ernal customers31,485 33,663 MidstreamRefined products373 420 Services and other848 781 Total revenues from external customers1,221 1,201 Sales and other operating revenues$32,706$34,864 We do not disclose information on the future performance obligations for any contract with expected duration of o

151、ne year or less at inception.As of March 31,2024,we do not have future performance obligations that are material to future periods.ReceivablesOn the accompanying consolidated balance sheets,receivables,less allowance for doubtful accounts primarily consists of customer receivables.Significant,non-cu

152、stomer balances included in our receivables at March 31,2024 include matching buy/sell receivables of$5.43 billion.19.Supplemental Cash Flow InformationThree Months Ended March 31,(Millions of dollars)20242023Net cash provided by operating activities included:Interest paid(net of amounts capitalized

153、)$359$342 Net income taxes paid to(received from)taxing authorities(22)(18)The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash.The following is a reconciliation ofadditions to property,plant and equipment to total capital expenditures

154、:Three Months Ended March 31,(Millions of dollars)20242023Additions to property,plant and equipment per the consolidated statements of cash flows$585$457 Increase(decrease)in capital accruals(74)26 Total capital expenditures$511$483 20Table of Contents20.Other Current LiabilitiesThe following summar

155、izes the components of other current liabilities:(Millions of dollars)March 31,2024December 31,2023Environmental credits liability$331$778 Accrued interest payable258 316 Other current liabilities375 551 Total other current liabilities$964$1,645 21.Accumulated Other Comprehensive Income(Loss)The fol

156、lowing table shows the changes in accumulated other comprehensive income(loss)by component.Amounts in parentheses indicate debits.(Millions of dollars)PensionBenefitsOther BenefitsOtherTotalBalance as of December 31,2022$(163)$165$2 Other comprehensive gain before reclassifications,net of tax of$1 3

157、 3 Amounts reclassified from accumulated other comprehensive loss:Amortization of prior service credit(11)(5)(16)Amortization of actuarial gain(2)(2)Tax effect3 1 4 Other comprehensive loss(10)(1)(11)Balance as of March 31,2023$(173)$164$(9)(Millions of dollars)PensionBenefitsOther BenefitsOtherTota

158、lBalance as of December 31,2023$(261)$129$1$(131)Other comprehensive gain(loss)before reclassifications,net of tax of$(1)2(1)(3)(2)Amounts reclassified from accumulated other comprehensive loss:Amortization of prior service credit(8)(5)(13)Amortization of actuarial loss1 1 Tax effect1 1 2 Other comp

159、rehensive loss(4)(5)(3)(12)Balance as of March 31,2024$(265)$124$(2)$(143)These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost.See Note 22.(a)(a)(a)(a)(a)21Table of Contents22.Pension and Other Postretirement BenefitsThe following summari

160、zes the components of net periodic benefit costs:Three Months Ended March 31,(Millions of dollars)20242023Pension BenefitsService cost$54$49 Interest cost30 29 Expected return on plan assets(37)(42)Amortization of prior service credit(8)(11)Amortization of actuarial(gain)loss1(2)Net periodic pension

161、 benefit cost$40$23 Other BenefitsService cost$5$5 Interest cost8 8 Amortization of prior service credit(5)(5)Net periodic other benefit cost$8$8 The components of net periodic benefit cost,other than the service cost component,are included in net interest and other financial costs on the consolidat

162、edstatements of income.During the three months ended March 31,2024,we made no contributions to our funded pension plans.Benefit payments related to unfunded pension and otherpostretirement benefit plans were$3 million and$12 million,respectively,during the three months ended March 31,2024.23.Commitm

163、ents and ContingenciesWe are the subject of,or a party to,a number of pending or threatened legal actions,contingencies and commitments involving a variety of matters,includinglaws and regulations relating to the environment.Some of these matters are discussed below.For matters for which we have not

164、 recorded a liability,we areunable to estimate a range of possible loss because the issues involved have not been fully developed through pleadings,discovery or court proceedings.However,the ultimate resolution of some of these contingencies could,individually or in the aggregate,be material.Environ

165、mental MattersWe are subject to federal,state,local and foreign laws and regulations relating to the environment.These laws generally provide for control of pollutantsreleased into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites and certain

166、other locations includingpresently or formerly owned or operated retail marketing sites.Penalties may be imposed for noncompliance.At March 31,2024 and December 31,2023,accrued liabilities for remediation totaled$375 million and$387 million,respectively.It is not presently possible toestimate the ul

167、timate amount of all remediation costs that might be incurred or the penalties,if any,that may be imposed.Receivables for recoverable costs fromcertain states,under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail

168、marketing sites,were$5 million at both March 31,2024 and December 31,2023.Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies,including MPC.Although each suitis separate and unique,the lawsuits generally allege defendants made kn

169、owing misrepresentations about knowingly concealing,or failing to warn of the impactsof their petroleum products which led to increased demand and worsened climate change.Plaintiffs are seeking unspecified damages and abatement undervarious tort theories,as well as breaches of consumer protection an

170、d unfair trade statutes.We are currently subject to such proceedings in federal or statecourts in California,Delaware,Maryland,Hawaii,Rhode Island,South Carolina and Oregon.Similar lawsuits may be filed in other jurisdictions.At this earlystage,the ultimate outcome of these matters remains uncertain

171、,and neither the likelihood of an unfavorable outcome nor the ultimate liability,if any,can bedetermined.We are involved in a number of environmental enforcement matters arising in the ordinary course of business.While the outcome and impact on us cannot bepredicted with certainty,management believe

172、s the resolution of these environmental matters will not,individually or collectively,have a material adverse effecton our consolidated results of operations,financial position or cash flows.22Table of ContentsOther Legal ProceedingsIn July 2020,Tesoro High Plains Pipeline Company,LLC(“THPP”),a subs

173、idiary of MPLX,received a Notification of Trespass Determination from the Bureau ofIndian Affairs(“BIA”)relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota.The notificationdemanded the immediate cessation of pipeline operations and asse

174、ssed trespass damages of approximately$187 million.After subsequent appeal proceedingsand in compliance with a new order issued by the BIA,in December 2020,THPP paid approximately$4 million in assessed trespass damages and ceased useof the portion of the pipeline that crosses the property at issue.I

175、n March 2021,the BIA issued an order purporting to vacate the BIAs prior orders related toTHPPs alleged trespass and direct the Regional Director of the BIA to reconsider the issue of THPPs alleged trespass and issue a new order.In April 2021,THPP filed a lawsuit in the District of North Dakota agai

176、nst the United States of America,the U.S.Department of the Interior and the BIA(collectively,the“U.S.Government Parties”)challenging the March 2021 order purporting to vacate all previous orders related to THPPs alleged trespass.On February 8,2022,theU.S.Government Parties filed their answer and cou

177、nterclaims to THPPs suit claiming THPP is in continued trespass with respect to the pipeline and seekdisgorgement of pipeline profits from June 1,2013 to present,removal of the pipeline and remediation.On November 8,2023,the District Court of North Dakotagranted THPPs motion to sever and stay the U.

178、S.Government Parties counterclaims.The case will proceed on the merits of THPPs challenge to the March2021 order purporting to vacate all previous orders related to THPPs alleged trespass.THPP continues not to operate that portion of the pipeline that crossesthe property at issue.We are also a party

179、 to a number of other lawsuits and other proceedings arising in the ordinary course of business.While the ultimate outcome and impact to uscannot be predicted with certainty,we believe that the resolution of these other lawsuits and proceedings will not,individually or collectively,have a materialad

180、verse effect on our consolidated financial position,results of operations or cash flows.GuaranteesWe have provided certain guarantees,direct and indirect,of the indebtedness of other companies.Under the terms of most of these guarantee arrangements,we would be required to perform should the guarante

181、ed party fail to fulfill its obligations under the specified arrangements.In addition to these financialguarantees,we also have various performance guarantees related to specific agreements.Guarantees related to indebtedness of equity method investeesLOOP and LOCAPMPC and MPLX hold interests in an o

182、ffshore oil port,LOOP,and MPLX holds an interest in a crude oil pipeline system,LOCAP.Both LOOP and LOCAP havesecured various project financings with throughput and deficiency agreements.Under the agreements,MPC,as a shipper,is required to advance funds if theinvestees are unable to service their de

183、bt.Any such advances are considered prepayments of future transportation charges.The duration of the agreementsvaries but tend to follow the terms of the underlying debt,which extend through 2040.Our maximum potential undiscounted payments under these agreementsfor the debt principal totaled$222 mil

184、lion as of March 31,2024.Dakota Access PipelineMPLX holds a 9.19 percent indirect interest in Dakota Access,which owns and operates the Bakken Pipeline system.In 2020,the U.S.District Court for theDistrict of Columbia(the“D.D.C.”)ordered the U.S.Army Corps of Engineers(“Army Corps”),which granted pe

185、rmits and an easement for the Bakken Pipelinesystem,to prepare an environmental impact statement(“EIS”)relating to an easement under Lake Oahe in North Dakota.The D.D.C.later vacated theeasement.The Army Corps issued a draft EIS in September 2023 detailing various options for the easement going forw

186、ard,including denying the easement,approving the easement with additional measures,rerouting the easement,or approving the easement with no changes.The Army Corps has not selected apreferred alternative,but will make a decision in its final review,after considering input from the public and other ag

187、encies.The pipeline remains operationalwhile the Army Corps finalizes its decision which is expected to be issued by the end of 2024.MPLX has entered into a Contingent Equity Contribution Agreement whereby it,along with the other joint venture owners in the Bakken Pipeline system,hasagreed to make e

188、quity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system tosatisfy their senior note payment obligations.The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction o

189、fthe Bakken Pipeline system.If the vacatur of the easement results in a temporary shutdown of the pipeline,MPLX would have to contribute its 9.19 percent prorata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown

190、.MPLX alsoexpects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline intooperation.If the vacatur of the easement results in a permanent shutdown of the pipeline,MPLX would have to contribute its 9.19 percent

191、pro rata share of thecost to redeem the bonds(including the 1 percent redemption premium required pursuant to the indenture governing the notes)and any accrued and unpaidinterest.As of March 31,2024,our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were a

192、pproximately$170million.23Table of ContentsCrowley Blue Water Partners LLCIn connection with our 50 percent indirect interest in Crowley Blue Water Partners LLC,we have agreed to provide a conditional guarantee of up to 50 percent ofits outstanding debt balance in the event there is no charter agree

193、ment in place with an investment grade customer for the entitys three vessels as well as otherfinancial support in certain circumstances.The terms of the underlying debt extend through 2038.As of March 31,2024,our maximum potential undiscountedpayments under this arrangement were$91 million.Other gu

194、aranteesWe have entered into other guarantees with maximum potential undiscounted payments totaling$114 million as of March 31,2024,which primarily consist of acommitment to contribute cash to an equity method investee for certain catastrophic events in lieu of procuring insurance coverage,a commitm

195、ent to fund ashare of the bonds issued by a government entity for construction of public utilities in the event that other industrial users of the facility default on their utilitypayments,a commitment to pay a termination fee on a supply agreement if terminated during the initial term,and leases of

196、 assets containing general leaseindemnities and guaranteed residual values.Contractual Commitments and ContingenciesCertain natural gas processing and gathering arrangements require us to construct natural gas processing plants,natural gas gathering pipelines and NGLpipelines and contain certain fee

197、s and charges if specified construction milestones are not achieved for reasons other than force majeure.In certain cases,certain producer customers may have the right to cancel the processing arrangements with us if there are significant delays that are not due to force majeure.24.Subsequent Events

198、Additional$5 Billion Share Repurchase AuthorizationOn April 30,2024,we announced that our board of directors approved an additional$5.0 billion share repurchase authorization.The authorization has noexpiration date.We may utilize various methods to effect the repurchases,which could include open mar

199、ket repurchases,negotiated block transactions,accelerated share repurchases,tender offers or open market solicitations for shares,some of which may be effected through Rule 10b5-1 plans.The timing ofrepurchases will depend upon several factors,including market and business conditions,and repurchases

200、 may be suspended,discontinued or restarted at anytime.24Table of ContentsItem 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsThis section should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes include

201、d under Item 1.Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31,2023.DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTSThis Quarterly Report on Form 10-Q,particularly Managements Discussion and Analysis of Financial Condition and Results of Ope

202、rations and Quantitative andQualitative 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,”“for

203、ecast,”“goal,”“guidance,”“intend,”“may,”“objective,”“opportunity,”“outlook,”“plan,”“policy,”“position,”“potential,”“predict,”“priority,”“project,”“prospective,”“pursue,”“seek,”“should,”“strategy,”“target,”“will,”“would”or other similar expressions that convey the uncertainty of future events or outc

204、omes.Forward-looking statements include,among other things,statements regarding:future financial and operating results;environmental,social and governance,which we refer to as“ESG”,plans and goals,including those related to greenhouse gas emissions and intensity,freshwater withdraw intensity,diversi

205、ty and inclusion and ESG reporting;future levels of capital,environmental or maintenance expenditures,general and administrative and other expenses;the success or timing of completion of ongoing or anticipated capital or maintenance projects;business strategies,growth opportunities and expected inve

206、stments,including plans to improve commercial performance,lower costs and optimize ourasset portfolio;consumer demand for refined products,natural gas,renewables and natural gas liquids,such as ethane,propane,butanes and natural gasoline,whichwe refer to as“NGLs”;the timing,amount and form of any fu

207、ture capital return transactions,including dividends and share repurchases by MPC or distributions and unitrepurchases by MPLX;andthe anticipated effects of actions of third parties such as competitors,activist investors,federal,foreign,state or local regulatory authorities,or plaintiffsin litigatio

208、n.Our forward-looking statements are not guarantees of future performance,and you should not rely unduly on them,as they involve risks,uncertainties andassumptions that we cannot predict.Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statement

209、s arematerial to investors or required to be disclosed in our filings with the SEC.In addition,historical,current,and forward-looking ESG-related statements may bebased on standards for measuring progress that are still developing,internal controls and processes that continue to evolve,and assumptio

210、ns that are subject tochange in the future.Material differences between actual results and any future performance suggested in our forward-looking statements could result from avariety of factors,including the following:general economic,political or regulatory developments,including inflation,intere

211、st rates,changes in governmental policies relating to refined petroleumproducts,crude oil,natural gas,NGLs or renewables,or taxation;the regional,national and worldwide availability and pricing of refined products,crude oil,natural gas,renewables,NGLs and other feedstocks;disruptions in credit marke

212、ts or changes to credit ratings;the adequacy of capital resources and liquidity,including availability,timing and amounts of free cash flow necessary to execute business plans and toeffect any share repurchases or to maintain or increase the dividend;the potential effects of judicial or other procee

213、dings on our business,financial condition,results of operations and cash flows;the timing and extent of changes in commodity prices and demand for crude oil,refined products,feedstocks or other hydrocarbon-based products,orrenewables;volatility in or degradation of general economic,market,industry o

214、r business conditions,including as a result of pandemics,other infectious diseaseoutbreaks,natural hazards,extreme weather events,regional conflicts such as hostilities in the Middle East and in Ukraine,inflation,or rising interestrates;our ability to comply with federal and state environmental,econ

215、omic,health and safety,energy and other policies and regulations and enforcementactions initiated thereunder;adverse market conditions or other risks affecting MPLX;refining industry overcapacity or under capacity;foreign imports and exports of crude oil,refined products,natural gas and NGLs;changes

216、 in producer customers drilling plans or in volumes of throughput of crude oil,natural gas,NGLs,refined products,other hydrocarbon-basedproducts or renewables;non-payment or non-performance by our customers;25Table of Contentschanges in the cost or availability of third-party vessels,pipelines,railc

217、ars and other means of transportation for crude oil,natural gas,NGLs,feedstocks,refined products and renewables;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

218、 refined products,natural gas,renewables and NGLs,including the United States and Mexico,and in crude oil producing regions,including the Middle East,Russia,Africa,Canada and South America;actions taken by our competitors,including pricing adjustments,the expansion and retirement of refining capacit

219、y and the expansion and retirement ofpipeline 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;industrial incidents or other unscheduled shutdowns a

220、ffecting our refineries,machinery,pipelines,processing,fractionation and treating facilities orequipment,means of transportation,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,proc

221、ess,fractionate ortransport crude oil,natural gas,NGLs,refined products or renewables;political pressure and influence of environmental groups and other stakeholders that are adverse to the production,gathering,refining,processing,fractionation,transportation and marketing of crude oil or other feed

222、stocks,refined products,natural gas,NGLs,other hydrocarbon-based products orrenewables;labor and material shortages;the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or toconsummate planned transactions

223、within the expected timeframe,if at all;the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto;our ability to successfully implement our sustainable energy strategy and principles and achieve our

224、 ESG goals and targets within the expectedtimeframe,if at all;the costs,disruption and diversion of managements attention associated with campaigns commenced by activist investors;personnel changes;andthe imposition of windfall profit taxes or maximum margin penalties on companies operating in the e

225、nergy industry in California or other jurisdictions.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 31,2023.Weundertake no obligation to update any forward-looking statements except to the extent required

226、 by applicable law.EXECUTIVE SUMMARYBusiness UpdateGlobally,oil demand is at a record high,as the need for affordable and reliable energy increases throughout the world.In the first quarter,global refined productinventories supported a constructive refining environment.In addition,global energy mark

227、ets continue to experience disruptions resulting from regional conflicts,such as in the Middle East,Russia and Ukraine.We are unable to predict the potential effects that the continuance or escalation of the military conflicts,andrelated sanctions or market disruptions on shipping and energy costs,m

228、ay have on our financial position and results.In June 2023,the California legislature adopted and implemented certain provisions of Senate Bill No.2(such statute,together with any regulationscontemplated or issued thereunder,“SB X1-2”),which authorizes the CEC to establish a“maximum gross gasoline r

229、efining margin”with respect to refiningactivities in California,as well as establish penalties for refiners for exceeding the yet to be issued margin cap.The law further expands on existing reportingrequirements for refiners to the CEC.As of the first quarter of 2024,the CEC is proceeding with rulem

230、aking activity(i)on a maximum gross gasoline refiningmargin and penalty structure,and(ii)that is focused on refinery maintenance and turnarounds.We will evaluate the impact that SB X1-2 and any associatedforthcoming CEC regulations may have on our current or anticipated future operations in Californ

231、ia and results of operations when SB X1-2 is fully implemented.Strategic UpdatesMidstream Growth TransactionsOn March 22,2024,MPLX used$625 million of cash on hand to purchase additional ownership interest in existing joint ventures and gathering assets which willenhance our position in the Utica ba

232、sin.Prior to the acquisition,MPLX owned an indirect interest in OGC and a direct interest in OCC and now owns a combined73 percent interest in OGC and a 100 percent interest in OCC,and a dry gas gathering system in the Utica basin.26Table of ContentsSee Note 13 to the unaudited consolidated financia

233、l statements for additional information on this acquisition.Additionally,on March 26 2024,MPLX entered into a definitive agreement to strategically combine the Whistler Pipeline and Rio Bravo Pipeline project in anewly formed joint venture.This will expand MPLXs Permian natural gas value chain,incre

234、asing its footprint in the region for future growth.The transaction isexpected to close in the second quarter of 2024,subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.Share Repurchase AuthorizationOn April 30,2024,we announced that our board

235、of directors approved an additional$5.0 billion share repurchase authorization.The share repurchaseauthorization has no expiration date.Future repurchases under the authorization will depend on the macro environment,cash available after opportunities forcapital investment and growth of the business

236、and market conditions.As of March 31,2024,MPC had$4.63 billion remaining under its share repurchaseauthorizations.See Note 8 and Note 24 to the unaudited consolidated financial statements for further discussion of our share repurchase authorizations.OtherSuccession PlanningAs previously disclosed,MP

237、C maintains a mandatory retirement policy that,absent a waiver or extension,requires an executive officer to retire from service tothe company coincident with,or immediately following,the first of the month after such executive officer reaches age 65(the Policy).Michael J.Hennigan,ourChief Executive

238、 Officer,will reach mandatory retirement on August 1,2024.Accordingly,the MPC Board of Directors,with a focus on the long-term strategicdirection of the company,is engaged in appropriate succession planning activities,including,among other customary steps,the review of successioncandidates,as well a

239、s consideration of any waiver or extension of the Policy respecting Mr.Hennigan.ResultsOur CODM evaluates the performance of our segments using segment adjusted EBITDA.Amounts included in income before income taxes and excluded fromsegment adjusted EBITDA include:(i)depreciation and amortization;(ii

240、)net interest and other financial costs;(iii)turnaround expenses and(iv)otheradjustments as deemed necessary.These items are either:(i)believed to be non-recurring in nature;(ii)not believed to be allocable or controlled by thesegment;or(iii)are not tied to the operational performance of the segment

241、.Select results are reflected in the following table.Three Months Ended March 31,(Millions of dollars)20242023Segment adjusted EBITDA for reportable segmentsRefining&Marketing$1,874$3,853 Midstream1,589 1,530 Total reportable segments$3,463$5,383 Reconciliation of segment adjusted EBITDA for reporta

242、ble segments to income before income taxesTotal reportable segments$3,463$5,383 Corporate(204)(165)Refining planned turnaround costs(648)(357)Depreciation and amortization(827)(800)Net interest and other financial costs(179)(154)Income before income taxes$1,605$3,907 Net income attributable to MPC p

243、er diluted share$2.58$6.09 Net income attributable to MPC was$937 million,or$2.58 per diluted share,in the first quarter of 2024 compared to$2.72 billion,or$6.09 per diluted share,forthe first quarter of 2023.The decrease in net income attributable to MPC was largely due to lower Refining&Marketing

244、margins and higher turnaround costs,partially offset by a decreased provision for income taxes.Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the first quarter of 2024 as compared to thefirst quarter of 2023.27Table of ContentsMP

245、LXWe owned approximately 647 million MPLX common units as of March 31,2024,with a market value of$26.91 billion based on the March 28,2024 closing priceof$41.56 per common unit.On April 23,2024,MPLX declared a quarterly cash distribution of$0.8500 per common unit payable on May 13,2024,to unitholder

246、sof record on May 3,2024.As a result,MPCs portion of this distribution is approximately$550 million.We received limited partner distributions of$550 million from MPLX in the three months ended March 31,2024 and$502 million in the three months endedMarch 31,2023.During the three months ended March 31

247、,2024,MPLX repurchased approximately 2 million MPLX common units at an average cost per unit of$40.04 and paid$75 million of cash.As of March 31,2024,approximately$771 million remained available under the authorization for future unit repurchases.See Note 4 to the unaudited consolidated financial st

248、atements for additional information on MPLX.OVERVIEW OF SEGMENTSRefining&MarketingRefining&Marketing segment adjusted EBITDA depends largely on our refinery throughput,Refining&Marketing margin,refining operating costs anddistribution costs.Refining&Marketing margin is the difference between the pri

249、ces 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 differencebetween market prices for refined products an

250、d crude oil,commonly used by the industry as a proxy for the refining margin.Crack spreads can fluctuatesignificantly,particularly when prices of refined products do not move in the same relationship as the cost of crude oil.As a performance benchmark and acomparison with other industry participants

251、,we calculate Gulf Coast,Mid-Continent and West Coast crack spreads that we believe most closely track ouroperations and slate of products.The following are used for these crack spread calculations:The Gulf Coast crack spread uses three barrels of MEH crude producing two barrels of USGC CBOB gasolin

252、e 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;andThe West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel of LA CARB Diese

253、l.Our refineries can process a variety of sweet and sour crude oil,which typically can be purchased at a discount to crude oil referenced in our Gulf Coast,Mid-Continent and West Coast crack spreads.The amount of these discounts,which we refer to as the sweet differential and the sour differential,c

254、an varysignificantly,causing our Refining&Marketing margin to differ from blended crack spreads.In general,larger sweet and sour differentials will enhance ourRefining&Marketing margin.Future crude oil differentials will be dependent on a variety of market and economic factors,as well as U.S.energy

255、policy.The following table provides sensitivities showing an estimated change in annual Refining&Marketing segment adjusted EBITDA due to potential changes inmarket conditions.(Millions of dollars)Blended crack spread sensitivity(per$1.00/barrel change)$1,080 Sour differential sensitivity (per$1.00/

256、barrel change)500 Sweet differential sensitivity (per$1.00/barrel change)500 Natural gas price sensitivity (per$1.00/MMBtu)330 Crack spread based on 40 percent MEH,40 percent WTI and 20 percent ANS with Gulf Coast,Mid-Continent and West Coast product pricing,respectively,andassumes all other differe

257、ntials and pricing relationships remain unchanged.Sour crude oil basket consists of the following crudes:ANS,Argus Sour Crude Index,Maya and Western Canadian Select.We assume approximately 50 percent ofthe crude processed at our refineries in 2024 will be sour crude.Sweet crude oil basket consists o

258、f the following crudes:Bakken,Brent,MEH,WTI-Cushing and WTI-Midland.We assume approximately 50 percent of the crudeprocessed at our refineries in 2024 will be sweet crude.This is consumption-based exposure for our Refining&Marketing segment and does not include the sales exposure for our Midstream s

259、egment.(a)(b)(c)(d)(a)(b)(c)(d)28Table of ContentsIn addition to the market changes indicated by the crack spreads,the sour differential and the sweet differential,our Refining&Marketing margin is impacted byfactors such as:the selling prices realized for refined products;the types of crude oil and

260、other charge and blendstocks processed;our refinery yields;the cost of products purchased for resale;the impact of commodity derivative instruments used to hedge price risk;the potential impact of lower of cost or market adjustments to inventories in periods of declining prices;the potential impact

261、of LIFO charges due to changes in historic inventory levels;andthe cost of purchasing RINs in the open market to comply with RFS2 requirements.Refining&Marketing segment adjusted EBITDA is also affected by changes in refining operating costs in addition to committed distribution costs.Changes inoper

262、ating costs are primarily driven by the cost of energy used by our refineries,including purchased natural gas,and the level of maintenance costs.Distribution costs primarily include long-term agreements with MPLX,which as discussed below include minimum commitments to MPLX,and will negativelyimpact

263、segment adjusted EBITDA 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

264、 to our Refining&Marketing segment.Certain of these agreements include commitments forminimum quarterly throughput and distribution volumes of crude oil and refined products and minimum storage volumes of crude oil,refined products and otherproducts.Certain other agreements include commitments to pa

265、y for 100 percent of available capacity for certain marine transportation and refining logisticsassets.MidstreamOur Midstream segment gathers,transports,stores and distributes crude oil,refined products,including renewable diesel,and other hydrocarbon-basedproducts,principally for our Refining&Marke

266、ting segment.Additionally,the segment markets refined products.The profitability of our pipeline transportationoperations primarily depends on tariff rates and the volumes shipped through the pipelines.The profitability of our marine operations primarily depends on thequantity and availability of ou

267、r vessels and barges.The profitability of our terminal operations primarily depends on the throughput volumes at our terminals.Theprofitability of our fuels distribution services primarily depends on the sales volumes of certain refined products.The profitability of our refining logisticsoperations

268、depends on the quantity and availability of our refining logistics assets.A majority of the crude oil and refined product shipments on our pipelines andmarine vessels,the throughput at our terminals and refining logistics assets serve our Refining&Marketing segment and our fuels distribution service

269、s are usedsolely by our Refining&Marketing segment.As discussed above in the Refining&Marketing section,MPLX,which is reported in our Midstream segment,hasvarious long-term,fee-based commercial agreements related to services provided to our Refining&Marketing segment.Under these agreements,MPLX hasr

270、eceived various commitments of minimum throughput,storage and distribution volumes as well as commitments to pay for all available capacity of certainassets.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

271、 by ourcrude oil pipelines,terminals and marine operations.Key factors in this supply and demand balance are the production levels of crude oil by producers in variousregions or fields,the availability and cost of alternative modes of transportation,the volumes of crude oil processed at refineries a

272、nd refinery and transportationsystem maintenance levels.The volume of refined products that we transport,store,distribute and market is directly affected by the production levels of,anduser demand for,refined products in the markets served by our refined product pipelines and marine operations.In mo

273、st of our markets,demand for gasolineand 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

274、movements.Our Midstream segment also gathers,processes and transports natural gas and transports,fractionates,stores and markets NGLs.NGL and natural gas pricesare volatile and are impacted by changes in fundamental supply and demand,as well as market uncertainty,availability of NGL transportation a

275、nd fractionationcapacity and a variety of additional factors that are beyond our control.Our Midstream segment profitability is affected by prevailing commodity prices primarilyas a result of processing at our own or thirdparty processing plants,purchasing and selling or gathering and transporting v

276、olumes of natural gas at indexrelatedprices and the cost of thirdparty transportation and fractionation services.To the extent that commodity prices influence the level of natural gas drilling by ourproducer customers,such prices also affect profitability.29Table of ContentsRESULTS OF OPERATIONSThe

277、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 on

278、lycriteria for predicting our future performance.Consolidated Results of OperationsThree Months Ended March 31,(Millions of dollars)20242023VarianceRevenues and other income:Sales and other operating revenues$32,706$34,864$(2,158)Income from equity method investments204 133 71 Net gain on disposal o

279、f assets20 3 17 Other income281 77 204 Total revenues and other income33,211 35,077(1,866)Costs and expenses:Cost of revenues(excludes items below)29,593 29,294 299 Depreciation and amortization827 800 27 Selling,general and administrative expenses779 691 88 Other taxes228 231(3)Total costs and expe

280、nses31,427 31,016 411 Income from operations1,784 4,061(2,277)Net interest and other financial costs179 154 25 Income before income taxes1,605 3,907(2,302)Provision for income taxes293 823(530)Net income1,312 3,084(1,772)Less net income attributable to:Redeemable noncontrolling interest10 23(13)Nonc

281、ontrolling interests365 337 28 Net income attributable to MPC$937$2,724$(1,787)First Quarter 2024 Compared to First Quarter 2023Net income attributable to MPC decreased$1.79 billion in the first quarter of 2024 compared to the first quarter of 2023 primarily due to lower Refining&Marketing margins a

282、nd higher turnaround costs,partially offset by a decreased provision for income taxes.Revenues and other income decreased$1.87 billion primarily due to:decreased sales and other operating revenues of$2.16 billion primarily due to decreased Refining&Marketing segment average refined product salespric

283、es of$0.18 per gallon and decreased refined product sales volumes of 75 mbpd,largely due to lower throughputs as a result of higher turnaroundactivity;increased income from equity method investments of$71 million primarily due to increased income from our Martinez Renewables joint venture;andincreas

284、ed other income of$204 million largely due to insurance proceeds and higher income on RIN sales.30Table of ContentsCosts and expenses increased$411 million primarily due to:increased cost of revenues of$299 million mainly due to higher contract services and material and supply expenses related to in

285、creased turnaroundactivity;andincreased selling,general and administrative expenses of$88 million primarily due to increased equity compensation.We recorded a combined federal,state and foreign income tax provision of$293 million for the three months ended March 31,2024,which was lower than theU.S.s

286、tatutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests offset by state taxes.We recorded acombined federal,state and foreign income tax provision of$823 million for the three months ended March 31,2023,which was higher than the U.S.statut

287、oryrate primarily due to state taxes offset by permanent tax benefits related to net income attributable to noncontrolling interests.Segment ResultsWe classify our business in the following reportable segments:Refining&Marketing and Midstream.Segment adjusted EBITDA represents adjusted EBITDAattribu

288、table to the reportable segments.Amounts included in income before income taxes and excluded from segment adjusted EBITDA include:(i)depreciationand amortization;(ii)net interest and other financial costs;(iii)turnaround expenses and(iv)other adjustments as deemed necessary.These items are either:(i

289、)believed to be non-recurring in nature;(ii)not believed to be allocable or controlled by the segment or(iii)are not tied to the operational performance of thesegment.The following shows the percentage of segment adjusted EBITDA by segment for the three months ended March 31,2024 and 2023.31Table of

290、 ContentsRefining&MarketingThe following includes key financial and operating data for the first quarter of 2024 compared to the first quarter of 2023.Includes intersegment sales to Midstream and sales destined for export.(a)32Table of ContentsThree Months Ended March 31,20242023Refining&Marketing O

291、perating StatisticsNet refinery throughput(mbpd)2,664 2,837 Refining&Marketing margin per barrel$18.99$26.15 Less:Refining operating costs per barrel6.14 5.68 Distribution costs per barrel5.95 5.26 Other(income)loss per barrel(0.83)0.12 Refining&Marketing segment adjusted EBITDA per barrel$7.73$15.0

292、9 Less:Refining planned turnaround costs per barrel2.67 1.40 Depreciation and amortization per barrel1.90 1.82 Refining&Marketing segment income per barrel$3.16$11.87 Per barrel fees paid to MPLX included in distribution costs above$3.99$3.66 Sales revenue less cost of refinery inputs and purchased

293、products,divided by net refinery throughput.See“Non-GAAP Measures”section for reconciliation and further information regarding this non-GAAP measure.Refining operating costs exclude planned turnaround and depreciation and amortization expense.Distribution costs exclude depreciation and amortization

294、expense.Includes income or loss from equity method investments,net gain or loss on disposal of assets and other income or loss.(a)(b)(c)(d)(e)(a)(b)(c)(d)(e)33Table of ContentsThe following information presents certain benchmark prices in our marketing areas and market indicators that we believe are

295、 helpful in understanding theresults of our Refining&Marketing segment.The benchmark crack spreads below do not reflect the market cost of RINs necessary to meet EPA renewablevolume obligations for attributable products under the Renewable Fuel Standard.Three Months Ended March 31,20242023Benchmark

296、Spot Prices(dollars per gallon)Chicago CBOB unleaded regular gasoline$2.13$2.38 Chicago ULSD2.48 2.75 USGC CBOB unleaded regular gasoline2.23 2.39 USGC ULSD2.62 2.87 LA CARBOB2.58 2.73 LA CARB diesel2.67 2.91 Market Indicators(dollars per barrel)WTI$76.91$75.99 MEH78.85 77.74 ANS81.43 79.02 Crack Sp

297、reads:Mid-Continent WTI 3-2-1$15.46$22.41 USGC MEH 3-2-116.49 21.19 West Coast ANS 3-2-124.22 29.63 Blended 3-2-117.62 23.36 Crude Oil Differentials:Sweet$(1.31)$0.28 Sour(5.67)(9.23)Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 40/40/20 percent in 2024 and 2023.First Quarter 2024 Comp

298、ared to First Quarter 2023Refining&Marketing segment revenues decreased$2.17 billion primarily due to decreased average refined product sales prices of$0.18 per gallon anddecreased refined product sales volumes of 75 mbpd.Net refinery throughput decreased 173 mbpd during the first quarter of 2024 la

299、rgely due to increased turnaround activity during the quarter.Refining&Marketing segment adjusted EBITDA decreased$1.98 billion primarily due to decreases in per barrel margins and throughput.Refining&Marketingsegment adjusted EBITDA was$7.73 per barrel for the first quarter of 2024,versus$15.09 per

300、 barrel for the first quarter of 2023.Refining&Marketing margin was$18.99 per barrel for the first quarter of 2024 compared to$26.15 per barrel for the first quarter of 2023.Refining&Marketingmargin is affected by our performance against the market indicators shown earlier,which use spot market valu

301、es and an estimated mix of crude purchases andproduct sales.Based on the market indicators and our crude oil throughput,we estimate a net negative impact of approximately$2 billion on Refining&Marketing margin for the first quarter of 2024 compared to the first quarter of 2023,primarily due to narro

302、wer crack spreads.Our reported Refining&Marketingmargin 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,theeffect of RIN prices on the crack spread,and other items like refinery yields,other feedstoc

303、k variances and fuel margin from sales to direct dealers.Thesefactors had an estimated net negative effect of approximately$300 million on Refining&Marketing segment adjusted EBITDA in the first quarter of 2024compared to the first quarter of 2023.For the three months ended March 31,2024,refining op

304、erating costs,excluding depreciation and amortization,increased$0.46 per barrel,or$40 million,primarily driven by lower throughput and higher expenses for projects conducted during turnaround activity.(a)(a)34Table of ContentsDistribution costs,excluding depreciation and amortization,increased$0.69

305、per barrel,or$98 million,and include fees paid to MPLX of$967 million and$935million for the first quarter of 2024 and 2023,respectively.The per barrel increase was primarily due to higher pipeline tariff rates and logistics fee escalationsand lower throughput.Refining planned turnaround costs incre

306、ased$1.27 per barrel,or$291 million,due to the scope and timing of turnaround activity and lower throughput.Depreciation and amortization increased$0.08 per barrel due to lower throughput.We purchase RINs to satisfy a portion of our RFS2 compliance.Our expenses associated with purchased RINs were$30

307、1 million and$467 million in the firstquarter of 2024 and 2023,respectively.The RINs expense is included in Refining&Marketing margin.The decrease in the first quarter of 2024 was primarilydue to increased RINs generated and acquired from our Martinez Renewables joint venture and lower obligated vol

308、ume.Supplemental Refining&Marketing StatisticsThree Months Ended March 31,20242023Refining&Marketing Operating StatisticsCrude oil capacity utilization percent82 89 Refinery throughput(mbpd):Crude oil refined2,427 2,566 Other charge and blendstocks237 271 Net refinery throughput2,664 2,837 Sour crud

309、e oil throughput percent46 41 Sweet crude oil throughput percent54 59 Refined product yields(mbpd):Gasoline1,370 1,508 Distillates943 1,024 Propane64 67 NGLs and petrochemicals166 157 Heavy fuel oil69 31 Asphalt81 84 Total2,693 2,871 Refined product export sales volumes(mbpd)278 298 Based on calenda

310、r-day capacity,which is an annual average that includes down time for planned maintenance and other normal operating activities.Product yields include renewable production.Represents fully loaded export cargoes for each time period.These sales volumes are included in the total sales volume amounts.(

311、a)(b)(b)(b)(c)(a)(b)(c)35Table of ContentsMidstreamThe following includes key financial and operating data for the first quarter of 2024 compared to the first quarter of 2023.On owned common-carrier pipelines,excluding equity method investments.Includes amounts related to MPLX operated unconsolidate

312、d equity method investments on a 100 percent basis.(a)(b)36Table of ContentsThree Months Ended March 31,Benchmark Prices20242023Natural Gas NYMEX HH(per MMBtu)$2.09$2.77 C2+NGL Pricing(per gallon)$0.74$0.77 C2+NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percen

313、t ethane,35 percent propane,6 percent iso-butane,12 percent normalbutane and 12 percent natural gasoline.First Quarter 2024 Compared to First Quarter 2023In the first quarter of 2024,Midstream segment adjusted EBITDA increased$59 million.Sales and operating revenues increased$61 million mainly due t

314、ohigher rates and higher processing volumes,partially offset by lower throughputs due to refining turnaround activity and lower NGL prices.Purchased productcosts decreased$37 million,primarily due to lower NGL volumes of$23 million and lower NGL prices of$18 million,and income from equity method inv

315、estmentsincreased approximately$12 million.CorporateKey Financial Information(millions of dollars)Three Months Ended March 31,20242023Corporate$(228)$(184)Corporate costs consist primarily of MPCs corporate administrative expenses and costs related to certain non-operating assets,except for corporat

316、e overhead expensesattributable to MPLX,which are included in the Midstream segment.Corporate costs include depreciation and amortization of$24 million and$19 million for the first quarter of2024 and 2023,respectively.First Quarter 2024 Compared to First Quarter 2023In the first quarter of 2024,corp

317、orate expenses increased$44 million primarily due to increased equity compensation of$33 million which includes a$26 millionincrease in stock compensation expense driven by the fair value remeasurement of outstanding performance-based stock units.Non-GAAP Financial MeasureManagement uses a financial

318、 measure to evaluate our operating performance that is calculated and presented on the basis of a methodology other than inaccordance with GAAP.The non-GAAP financial measure we use is as follows:Refining&Marketing MarginRefining&Marketing margin is defined as sales revenue less cost of refinery inp

319、uts and purchased products.We use and believe our investors use this non-GAAP financial measure to evaluate our Refining&Marketing segments operating and financial performance as it is the most comparable measure to theindustrys market reference product margins.This measure should not be considered

320、a substitute for,or superior to,Refining&Marketing gross margin or othermeasures of financial performance prepared in accordance with GAAP,and our calculations thereof may not be comparable to similarly titled measures reportedby other companies.(a)(a)(a)(a)37Table of ContentsReconciliation of Refin

321、ing&Marketing segment adjusted EBITDA to Refining&Marketing gross margin and Refining&Marketing marginThree Months Ended March 31,(Millions of dollars)20242023Refining&Marketing segment adjusted EBITDA$1,874$3,853 Plus(Less):Depreciation and amortization(460)(464)Refining planned turnaround costs(64

322、8)(357)Selling,general and administrative expenses629 592(Income)loss from equity method investments(23)36 Net gain on disposal of assets(3)Other income(244)(51)Refining&Marketing gross margin1,128 3,606 Plus(Less):Operating expenses(excluding depreciation and amortization)3,148 2,745 Depreciation a

323、nd amortization460 464 Gross margin excluded from and other income included in Refining&Marketing margin(73)(67)Other taxes included in Refining&Marketing margin(59)(71)Refining&Marketing margin$4,604$6,677 Reflects the gross margin,excluding depreciation and amortization,of other related operations

324、 included in the Refining&Marketing segment and processing of credit cardtransactions on behalf of certain of our marketing customers,net of other income.LIQUIDITY AND CAPITAL RESOURCESCash FlowsOur consolidated cash and cash equivalents balance was approximately$3.18 billion at March 31,2024 compar

325、ed to$5.44 billion at December 31,2023.Netcash provided by(used in)operating activities,investing activities and financing activities are presented in the following table.Three Months Ended March 31,(Millions of dollars)20242023Net cash provided by(used in):Operating activities$1,532$4,057 Investing

326、 activities(824)(816)Financing activities(2,977)(3,907)Total decrease in cash$(2,269)$(666)Operating ActivitiesNet cash provided by operating activities decreased$2.53 billion in the first three months of 2024 compared to the first three months of 2023.The change in netcash provided by operating act

327、ivities was primarily due to a decrease in operating results and an unfavorable change in working capital of$764 million,whencomparing the change in working capital in both periods.For the first three months of 2024,changes in working capital,excluding changes in short-term debt,were a net$389 milli

328、on use of cash primarily due to theeffects of increasing energy commodity prices and volumes at the end of the period on working capital.Accounts payable increased primarily due to increases incrude oil prices and volumes.Current receivables increased primarily due to increases in crude oil volumes

329、and prices and refined product prices,partially offsetby a decrease in refined product volumes.Inventories increased primarily due to increases in refined product and crude oil inventory volumes.Additionally,working capital was unfavorably impacted by changes in prepaid assets and current liabilitie

330、s.For the first three months of 2023,changes in working capital,excluding changes in short-term debt,were a net$375 million source of cash primarily due to theeffects of decreasing energy commodity volumes and prices at the end of the period on working capital.Accounts payable decreased primarily du

331、e to decreasesin crude oil volumes and prices.Inventories increased(a)(a)38Table of Contentsprimarily due to increases in crude oil and refined product inventories.Current receivables decreased primarily due to decreases in crude oil volumes and prices.Additionally,working capital was favorably impa

332、cted by changes in income tax receivable.Investing ActivitiesNet cash used in investing activities was$824 million in the first three months of 2024 compared to$816 million in the first three months of 2023.In the first three months of 2024,purchases of short-term investments of$1.66 billion were mo

333、re than offset by maturities and sales of short-terminvestments of$1.89 billion and$193 million,respectively.In the first three months of 2023,purchases of short-term investments of$2.11 billion werepartially offset by maturities and sales of short-term investments of$1.16 billion and$631 million,respectively.Additions to property,plant and equipment increased$128 million.See the Capital Requireme