馬拉松原油公司Marathon Petroleum（MPC）2025年第一季度財報「NYSE」（英文版）（112頁）.pdf

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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 31,2025ORTRANSITION 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 suchfiles).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 accelerated

7、 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 registran

8、t 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 307,213,828 shares of Marathon Petroleum Corporation common stock outstanding as of April 30,2025.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 Consolidated Financial Statements(Unaudited)8 1.Description of Business and Basis of Presentation8 2.Accounting Sta

11、ndards and Disclosure Rules8 3.Master Limited Partnership9 4.Acquisitions and Other Transactions10 5.Variable Interest Entities10 6.Related Party Transactions11 7.Earnings(Loss)Per Share12 8.Equity12 9.Segment Information1310.Net Interest and Other Financial Costs1611.Income Taxes1612.Inventories161

12、3.Property,Plant and Equipment(PP&E)1714.Fair Value Measurements1715.Derivatives1816.Debt1917.Revenue2018.Supplemental Cash Flow Information2119.Other Current Liabilities2120.Accumulated Other Comprehensive Income(Loss)2221.Pension and Other Postretirement Benefits2222.Commitments and Contingencies2

13、3Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures about Market Risk45Item 4.Controls and Procedures46PART II-OTHER INFORMATIONItem 1.Legal Proceedings47Item 1A.Risk Factors47Item 2.Unregistered Sales of Equit

14、y Securities and Use of Proceeds47Item 5.Other Information47Item 6.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 Co

15、ntentsGlossary of TermsThroughout this report,the following company 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 o

16、il or other liquid hydrocarbonsCARBCalifornia Air Resources BoardCARBOBCalifornia Reformulated Gasoline Blendstock for Oxygenate BlendingCBOBConventional Gasoline Blendstock for Oxygenate BlendingCECCalifornia Energy CommissionEBITDAEarnings Before Interest,Tax,Depreciation and Amortization(a non-GA

17、AP financial measure)EPAU.S.Environmental Protection AgencyFASBFinancial Accounting Standards BoardGAAPAccounting principles generally accepted in the United StatesJVJoint VentureLIFOLast in,first out,an inventory costing methodmbpdThousand barrels per dayMEHMagellan East Houston crude oil,an oil in

18、dex benchmark priceMMBtuOne million British thermal unitsMPLXMPLX LP and its consolidated subsidiariesNGLNatural gas liquids,such as ethane,propane,butanes and natural gasolineNYMEXNew York Mercantile ExchangeRFS2Revised Renewable Fuel Standard program,as required by the Energy Independence and Secu

19、rity Act of 2007RINRenewable Identification NumberSECU.S.Securities and Exchange CommissionULSDUltra-low sulfur dieselUSGCU.S.Gulf CoastVIEVariable interest entityWTIWest Texas Intermediate crude oil,an oil index benchmark price2Table of ContentsPART I FINANCIAL INFORMATIONItem 1.Financial Statement

20、sMarathon Petroleum CorporationConsolidated Statements of Income(Unaudited)Three Months Ended March 31,(In millions,except per share data)20252024Revenues and other income:Sales and other operating revenues$31,517$32,706 Income from equity method investments230 204 Net gain on disposal of assets 20

21、Other income103 281 Total revenues and other income31,850 33,211 Costs and expenses:Cost of revenues(excludes items below)29,360 29,593 Depreciation and amortization793 827 Selling,general and administrative expenses783 779 Other taxes227 228 Total costs and expenses31,163 31,427 Income from operati

22、ons687 1,784 Net interest and other financial costs304 179 Income before income taxes383 1,605 Provision for income taxes37 293 Net income346 1,312 Less net income attributable to:Redeemable noncontrolling interest 10 Noncontrolling interests420 365 Net income(loss)attributable to MPC$(74)$937 Per s

23、hare data(See Note 7)Basic:Net income(loss)attributable to MPC per share$(0.24)$2.59 Weighted average shares outstanding313 361 Diluted:Net income(loss)attributable to MPC per share$(0.24)$2.58 Weighted average shares outstanding313 362 The accompanying notes are an integral part of these consolidat

24、ed financial statements.3Table of ContentsMarathon Petroleum CorporationConsolidated Statements of Comprehensive Income(Unaudited)Three Months Ended March 31,(Millions of dollars)20252024Net income$346$1,312 Defined benefit plans:Actuarial changes,net of tax of$3 and$1,respectively11 2 Prior service

25、,net of tax of$(2)and$(3),respectively(6)(11)Other,net of tax of$and$(1),respectively(3)Other comprehensive income(loss)5(12)Comprehensive income351 1,300 Less comprehensive income attributable to:Redeemable noncontrolling interest 10 Noncontrolling interests420 365 Comprehensive income(loss)attribu

26、table to MPC$(69)$925 The accompanying notes are an integral part of these consolidated financial statements.4Table of ContentsMarathon Petroleum CorporationConsolidated Balance Sheets(Unaudited)(Millions of dollars,except share data)March 31,2025December 31,2024AssetsCash and cash equivalents$3,812

27、$3,210 Receivables,less allowance for doubtful accounts of$31 and$73,respectively12,114 11,145 Inventories10,488 9,568 Other current assets726 524 Total current assets27,140 24,447 Equity method investments7,095 6,857 Property,plant and equipment,net34,943 35,028 Goodwill8,244 8,244 Right of use ass

28、ets1,249 1,300 Other noncurrent assets2,962 2,982 Total assets$81,633$78,858 LiabilitiesAccounts payable$14,748$13,906 Payroll and benefits payable1,155 1,096 Accrued taxes1,265 1,204 Debt due within one year4,065 3,049 Operating lease liabilities410 417 Other current liabilities1,082 1,155 Total cu

29、rrent liabilities22,725 20,827 Long-term debt26,845 24,432 Deferred income taxes5,759 5,771 Defined benefit postretirement plan obligations1,176 1,157 Long-term operating lease liabilities817 860 Deferred credits and other liabilities1,246 1,305 Total liabilities58,568 54,352 Commitments and conting

30、encies(see Note 22)Redeemable noncontrolling interest 203 EquityPreferred stock,no shares issued and outstanding(par value$0.01 per share,30 million shares authorized)Common stock:Issued 994 million and 994 million shares(par value$0.01 per share,2 billion shares authorized)10 10 Held in treasury,at

31、 cost 685 million and 678 million shares(53,662)(52,623)Additional paid-in capital33,668 33,624 Retained earnings36,489 36,848 Accumulated other comprehensive loss(109)(114)Total MPC stockholders equity16,396 17,745 Noncontrolling interests6,669 6,558 Total equity23,065 24,303 Total liabilities,rede

32、emable noncontrolling interest and equity$81,633$78,858 The accompanying notes are an integral part of these consolidated financial statements.5Table of ContentsMarathon Petroleum CorporationConsolidated Statements of Cash Flows(Unaudited)Three Months Ended March 31,(Millions of dollars)20252024Oper

33、ating activities:Net income$346$1,312 Adjustments to reconcile net income to net cash provided by(used in)operating activities:Amortization of deferred financing costs and debt discount12(24)Depreciation and amortization793 827 Pension and other postretirement benefits,net15 33 Deferred income taxes

34、(28)(35)Net gain on disposal of assets(20)Income from equity method investments(230)(204)Distributions from equity method investments227 262 Changes in the fair value of derivative instruments(16)37 Changes in:Current receivables(928)(964)Inventories(920)(462)Current liabilities and other current as

35、sets788 999 Right of use assets and operating lease liabilities,net2 1 All other,net(125)(230)Net cash provided by(used in)operating activities(64)1,532 Investing activities:Additions to property,plant and equipment(663)(585)Acquisitions,net of cash acquired(237)(622)Disposal of assets1 1 Investment

36、s acquisitions and contributions(132)(125)redemptions,repayments,return of capital and sales proceeds21 Purchases of short-term investments(1,661)Sales of short-term investments 193 Maturities of short-term investments 1,885 All other,net87 90 Net cash used in investing activities(923)(824)Financing

37、 activities:Long-term debt borrowings4,372 repayments(930)(17)Debt issuance costs(36)Issuance of common stock23 11 Common stock repurchased(1,057)(2,218)Dividends paid(285)(299)Distributions to noncontrolling interests(370)(337)Repurchases of noncontrolling interests(100)(75)All other,net(28)(42)Net

38、 cash provided by(used in)financing activities1,589(2,977)Net change in cash,cash equivalents and restricted cash602(2,269)Cash,cash equivalents and restricted cash at beginning of period3,211 5,446 Cash,cash equivalents and restricted cash at end of period$3,813$3,177 Restricted cash is included in

39、 other current assets on our consolidated balance sheets.The accompanying notes are an integral part of these consolidated financial statements.(a)(a)(a)6Table of ContentsMarathon Petroleum CorporationConsolidated Statements of Equity and Redeemable Noncontrolling Interest(Unaudited)MPC Stockholders

40、 Equity Common StockTreasury StockAdditional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensiveIncome(Loss)Non-controllingInterestsTotal EquityRedeemableNon-controllingInterest(Shares in millions;amounts in millions of dollars)SharesAmountSharesAmountBalance as of December 31,2024994$10(6

41、78)$(52,623)$33,624$36,848$(114)$6,558$24,303$203 Net income(loss)(74)420 346 Dividends declared on common stock($0.91 per share)(285)(285)Distributions to noncontrolling interests (364)(364)(6)Other comprehensive income 5 5 Shares repurchased (7)(1,039)(1,039)Share-based compensation 19 (3)16 Equit

42、y transactions of MPLX 25 58 83(197)Balance as of March 31,2025994$10(685)$(53,662)$33,668$36,489$(109)$6,669$23,065$MPC Stockholders Equity Common StockTreasury StockAdditional Paid-in CapitalRetainedEarningsAccumulated OtherComprehensiveIncome(Loss)Non-controllingInterestsTotal EquityRedeemableNon

43、-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 stock($0.825 per share)(299)(299)Distributions to noncontrol

44、ling 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$35,199$(143)$6,288$29,210$561 The accompanying notes are an integr

45、al part of these consolidated financial statements.7Table of ContentsNotes to Consolidated Financial Statements(Unaudited)1.Description of the Business and Basis of PresentationDescription of the BusinessWe are a leading,integrated,downstream and midstream energy company headquartered in Findlay,Ohi

46、o.We operate one of the nations largest refiningsystems.We sell refined products to wholesale marketing customers domestically and internationally,to buyers on the spot market and to independententrepreneurs who operate branded outlets.We also sell transportation fuel to consumers through direct dea

47、ler locations under long-term supply contracts.MPCs midstream operations are primarily conducted through MPLX,which owns and operates crude oil and light product transportation and logisticsinfrastructure as well as gathering,processing and fractionation assets.We own the general partner and a major

48、ity limited partner interest in MPLX.See Note 3.In addition,we produce and market renewable diesel in the United States.Basis of PresentationThese interim consolidated financial statements are unaudited;however,in the opinion of our management,these statements reflect all adjustments necessaryfor a

49、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 the notes,have been prepared in accordance with the rules of the SEC applicable to interim period financial

50、statements 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 financial statements,prepared in accordance with GAAP,have been condensed or omitted from these interim financial

51、statements.These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included inour Annual Report on Form 10-K for the year ended December 31,2024.The results of operations for the three months ended March 31,20

52、25 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,including MPLX.All significant intercompanytransactions and accounts have been eliminated.Due to our ownership o

53、f 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 in ownership interest in consolidatedsubsidiaries that do not result in a change in control are recorded a

54、s 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 hold majority ownership but the minority shareholders havesubstantive participating rights.In the fourth qu

55、arter of 2024,we established a Renewable Diesel segment,which includes renewable diesel activities historically reported in the Refining&Marketing segment.Prior period segment information has been recast for comparability.See Notes 9 and 17 for prior period recast information.2.Accounting Standards

56、and Disclosure RulesNot Yet AdoptedASU 2024-03,Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures(Subtopic 220-40):Disaggregation ofIncome Statement ExpensesIn November 2024,the FASB issued an ASU to require more detailed information about specified categories of expe

57、nses(purchases of inventory,employeecompensation,depreciation,amortization,and depletion)included in certain expense captions presented on the face of the income statement.This ASU iseffective for fiscal years beginning after December 15,2026,and for interim periods within fiscal years beginning aft

58、er December 15,2027.Early adoption ispermitted.The amendments may be applied either(1)prospectively to financial statements issued for reporting periods after the effective date of this ASU or(2)retrospectively to all prior periods presented in the financial statements.We are currently evaluating th

59、e impact this ASU will have on our disclosures.SEC Release No.33-11275,The Enhancement and Standardization of Climate-Related Disclosures for InvestorsIn March 2024,the SEC adopted rules under SEC Release No.33-11275,The Enhancement and Standardization of Climate-Related Disclosures for Investors,wh

60、ich requires registrants to provide certain climate-related information in their annual reports.As part of the disclosures,material impacts from severe weatherevents and other natural conditions will be required in the audited financial statements.In April 2024,the SEC voluntarily stayed the rules p

61、ending judicial reviewbefore ultimately voting to withdraw its defense of the rule in March 2025.We will continue to monitor and evaluate any changes to the status of this rulemaking.8Table of ContentsASU 2023-09,Income Taxes(Topic 740):Improvements to Income Tax DisclosuresIn December 2023,the FASB

62、 issued an ASU to update income tax disclosure requirements 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 adoptio

63、n is permitted.The amendments should be applied on a prospective basis,but retrospective application is permitted.This ASU will result inadditional disclosure.3.Master Limited PartnershipWe own the general partner and a majority limited partner interest in MPLX,which owns and operates crude oil and

64、light product transportation and logisticsinfrastructure as well as gathering,processing and fractionation assets.We control MPLX through our ownership of the general partner interest and,as ofMarch 31,2025,we owned approximately 63 percent of the outstanding MPLX common units compared to approximat

65、ely 64 percent as of December 31,2024.Our ownership was impacted by changes in the redeemable non-controlling interest and unit repurchases.Unit Repurchase ProgramOn August 2,2022,MPLX announced its board of directors approved a$1.0 billion unit repurchase authorization.This unit repurchase authoriz

66、ation has noexpiration date.MPLX may utilize various methods to effect the repurchases,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.T

67、he timing andamount of future repurchases,if any,will depend upon several factors,including market and business conditions,and such repurchases may be suspended,discontinued or restarted at any time.Total unit repurchases were as follows for the respective periods:Three Months Ended March 31,(In mil

68、lions,except per unit data)20252024Number of common units repurchased2 2 Cash paid for common units repurchased$100$75 Average cost per unit$52.48$40.04 As of March 31,2025,MPLX had approximately$420 million remaining under its unit repurchase authorization.Preferred UnitsThe Series A preferred unit

69、s are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event,which is outside MPLXs control.Therefore,they are presented as temporary equity in the mezzanine section of our consolidated balance sheets.During 2023 and 2024,certain Ser

70、ies A preferred unitholders exercised their rights to convert their Series A preferred units into common units.Approximately6 million Series A preferred units were outstanding as of December 31,2024.On February 11,2025,MPLX exercised its right to convert the remainingoutstanding Series A preferred u

71、nits into common units.For a summary of changes in the redeemable preferred balance,see the accompanying consolidated statements of equity and redeemable noncontrollableinterest.AgreementsWe have various long-term,fee-based commercial agreements with MPLX.Under these agreements,MPLX provides transpo

72、rtation,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 among our Refining&Marketing,Renewable Diesel and Midstream

73、segments.We also haveagreements with MPLX that establish fees for operational and management services provided between us and MPLX and for executive management servicesand certain general and administrative services provided by us to MPLX.These transactions are eliminated in consolidation but are re

74、flected as intersegmenttransactions between corporate and our Midstream segment.9Table of ContentsNoncontrolling 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 fr

75、om changes in its ownership interests in MPLX were as follows:Three Months Ended March 31,(Millions of dollars)20252024Increase due to change in ownership$39$108 Tax impact(14)(36)Increase in MPCs additional paid-in capital,net of tax$25$72 4.Acquisitions and Other TransactionsWhiptail Midstream Acq

76、uisitionOn March 11,2025,MPLX acquired gathering businesses from Whiptail Midstream,LLC for$237 million in cash.These San Juan basin assets consist primarilyof crude and natural gas gathering systems in the Four Corners region.The acquisition was accounted for as a business combination,which require

77、s all theidentifiable assets acquired and liabilities assumed to be remeasured to fair value at the date of acquisition.The preliminary determination of the fair valueincludes$172 million of property,plant and equipment,$41 million of intangibles and$24 million of net working capital.The allocation

78、is subject to revision,ascertain data necessary to complete the purchase price allocation is not yet available,including,but not limited to,the final valuation of assets acquired andliabilities assumed.The final valuation will be completed no later than one year from the acquisition date.The results

79、 for the acquired business are reportedwithin our Midstream segment.Utica Midstream AcquisitionOn March 22,2024,MPLX used$625 million of cash to purchase additional ownership interest in existing joint ventures and gathering assets,which willenhance MPLXs position in the Utica basin.Prior to the acq

80、uisition,MPLX owned an indirect interest in Ohio Gathering Company,L.L.C.(“OGC”)and a directinterest in Ohio Condensate Company,L.L.C.(“OCC”).After giving effect to the acquisition,MPLX owns a combined direct and indirect 73 percent interest inOGC and a 100 percent interest in OCC.In addition,MPLX a

81、cquired a 100 percent interest in a dry gas gathering system in the Utica basin.OGC continues tobe accounted for as an equity method investment as MPLX did not obtain control of OGC as a result of the transaction.OGC is considered a VIE and MPLX isnot deemed to be the primary beneficiary due to voti

82、ng rights on significant matters.The acquisition date fair value of our investment in OGC exceeded ourportion of the underlying net assets of the joint venture by approximately$75 million.This basis difference is being amortized into net income over the remainingestimated useful lives of the underly

83、ing net assets.OCC was previously accounted for as an equity method investment,and it is now consolidated and includedin our consolidated financial results.The acquisition was accounted for as a business combination requiring all the acquired assets and liabilities to be remeasured to fair value res

84、ulting in aconsolidated fair value of net assets and liabilities of$625 million.The fair value includes$507 million related to acquired interests in the joint ventures and theremaining balance related to other acquired assets and liabilities.The revaluation of MPLXs existing 62 percent equity method

85、 investment in OCC resulted in a$20 million gain,which is included in net gain on disposal of assets on the accompanying consolidated statements of income.The fair value of equity methodinvestments was based on a discounted cash flow model.5.Variable Interest EntitiesConsolidated VIEWe control MPLX

86、through our ownership of its 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

87、 ownership of the general 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.The creditors of MPLX do not have recourse to MPCs general credit or assets through guarantees or othe

88、r financial arrangements,except as otherwise noted.MPC has effectively guaranteed certain indebtedness of LOOP LLC(“LOOP”)and LOCAP LLC(“LOCAP”),in which MPLX holds an interest.See Note 22 formore information.The assets of MPLX can only be used to settle its own obligations and any rights of MPCs cr

89、editors to participate in the assets of MPLX aresubject to prior claims of MPLXs creditors.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 31,2025December

90、 31,2024AssetsCash and cash equivalents$2,534$1,519 Receivables,less allowance for doubtful accounts930 731 Inventories186 180 Other current assets33 29 Equity method investments4,751 4,531 Property,plant and equipment,net19,147 19,154 Goodwill7,645 7,645 Right of use assets286 273 Other noncurrent

91、assets1,527 1,513 LiabilitiesAccounts payable$700$719 Accrued taxes76 82 Debt due within one year2,697 1,693 Operating lease liabilities47 45 Other current liabilities323 370 Long-term debt19,721 19,255 Deferred income taxes18 18 Long-term operating lease liabilities227 217 Deferred credits and othe

92、r liabilities448 445 6.Related Party TransactionsTransactions with related parties were as follows:Three Months Ended March 31,(Millions of dollars)20252024Sales to related parties$320$271 Purchases from related parties705 580 Sales to related parties,which are included in sales and other operating

93、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 diesel fromcertain of our equity affilia

94、tes.11Table of Contents7.Earnings(Loss)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

95、to employees 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 End

96、ed March 31,(In millions,except per share data)20252024Basic earnings(loss)per share:Allocation of earningsNet income(loss)attributable to MPC$(74)$937 Income allocated to participating securities(1)Income(loss)available to common stockholders-basic$(74)$936 Weighted average common shares outstandin

97、g313 361 Basic earnings(loss)per share$(0.24)$2.59 Diluted earnings(loss)per share:Allocation of earningsNet income(loss)attributable to MPC$(74)$937 Income allocated to participating securities(1)Income(loss)available to common stockholders-diluted$(74)$936 Weighted average common shares outstandin

98、g313 361 Effect of dilutive securities 1 Weighted average common shares,including dilutive effect313 362 Diluted earnings(loss)per share$(0.24)$2.58 Potential common shares that were anti-dilutive and,therefore,omitted from the diluted share calculation,were immaterial for all periods.8.EquityOn Nov

99、ember 5,2024,MPC announced that our board of directors approved a$5.0 billion share repurchase authorization in addition to the$5.0 billion sharerepurchase authorization announced on April 30,2024.As of March 31,2025,$6.72 billion remained available for repurchase under the share repurchaseauthoriza

100、tions.These share repurchase authorizations have no expiration date.We may utilize various methods 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

101、be effected through Rule 10b5-1 plans.The timing and amount of futurerepurchases,if any,will depend upon several factors,including market and business conditions,and such repurchases may be suspended,discontinued orrestarted at any time.Total share repurchases were as follows for the respective peri

102、ods:Three Months Ended March 31,(In millions,except per share data)20252024Number of shares repurchased7 13 Cash paid for shares repurchased$1,057$2,218 Average cost per share$147.87$168.05 The average cost per share includes excise tax on share repurchases resulting from the Inflation Reduction Act

103、 of 2022,but the excise tax does not reduce the remaining sharerepurchase authorization.(a)(a)12Table of Contents9.Segment InformationWe have three reportable segments:Refining&Marketing,Midstream and Renewable Diesel.Each of these segments is organized and managed based uponthe nature of the produc

104、ts and services it offers.Refining&Marketing refines crude oil and other feedstocks at our refineries in the Gulf Coast,Mid-Continent and West Coast regions of the UnitedStates,purchases refined products and ethanol for resale and distributes refined products through transportation,storage,distribut

105、ion and marketingservices provided largely by our Midstream segment.We sell refined products to wholesale marketing customers domestically and internationally,tobuyers on the spot market,to independent entrepreneurs who operate primarily Marathon branded outlets and through long-term fuel supply con

106、tractswith direct dealers who operate locations mainly under the ARCO brand.Midstream gathers,transports,stores and distributes crude oil,refined products,including renewable diesel,and other hydrocarbon-based productsprincipally for the Refining&Marketing segment via refining logistics assets,pipel

107、ines,terminals,towboats and barges;gathers,processes andtransports natural gas;and transports,fractionates,stores and markets NGLs.The Midstream segment primarily reflects the results of MPLX.Renewable Diesel processes renewable feedstocks into renewable diesel,markets renewable diesel and distribut

108、es renewable products through ourMidstream segment and third parties.We sell renewable diesel to wholesale marketing customers,to buyers on the spot market and through long-termsupply contracts with direct dealers who operate locations mainly under the ARCO brand.Our chief operating decision maker(“

109、CODM”)evaluates the performance of our segments using segment adjusted EBITDA.Our CODM is our chief executiveofficer.The CODM uses adjusted EBITDA by segment results when making decisions about allocating capital and personnel as part of the annual business planprocess and ongoing monitoring of perf

110、ormance.Amounts included in income before income taxes and excluded from 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)believed to be non-recurring in

111、nature;(ii)not believed to be allocable or controlled by the segment;or(iii)not tied to the operational performance of thesegment.Assets by segment are not a measure used to assess the performance of the company by the CODM and thus are not reported in our disclosures.Three Months Ended March 31,(Mi

112、llions of dollars)20252024Segment adjusted EBITDA for reportable segmentsRefining&Marketing$489$1,986 Midstream1,720 1,589 Renewable Diesel(42)(90)Total reportable segments$2,167$3,485 Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxesTotal reportable seg

113、ments$2,167$3,485 Corporate(192)(204)Refining&Renewable Diesel planned turnaround costs(465)(648)Renewable Diesel JV planned turnaround costs(8)Depreciation and amortization(793)(827)Renewable Diesel JV depreciation and amortization(22)(22)Net interest and other financial costs(304)(179)Income befor

114、e income taxes$383$1,605 Represents MPCs pro-rata share of expenses from joint ventures included in the Renewable Diesel segment.(a)(a)(a)13Table of ContentsThree Months Ended March 31,(Millions of dollars)20252024Sales and other operating revenuesRefining&MarketingRevenues from external customers$2

115、9,457$30,974 Intersegment revenues40 47 Refining&Marketing segment revenues29,497 31,021 MidstreamRevenues from external customers1,441 1,221 Intersegment revenues1,469 1,403 Midstream segment revenues2,910 2,624 Renewable DieselRevenues from external customers619 511 Intersegment revenues7 6 Renewa

116、ble Diesel segment revenues626 517 Total segment revenues33,033 34,162 Less:intersegment revenues1,516 1,456 Consolidated sales and other operating revenues$31,517$32,706 Includes sales to related parties.See Note 6 for additional information.See Note 17 for the disaggregation of our revenue from ex

117、ternal customers by segment and product line.Three Months Ended March 31,(Millions of dollars)20252024Income from equity method investmentsRefining&Marketing$5$10 Midstream209 181 Renewable Diesel16 13 Total segment income from equity method investments230 204 Corporate Consolidated income from equi

118、ty method investments$230$204(a)(a)(a)(a)(a)14Table of ContentsThree Months Ended March 31,(Millions of dollars)20252024Segment expensesRefining&MarketingCost of purchases$25,658$25,925 Refining operating costs1,472 1,465 Distribution costs1,478 1,415 Other segment items405 240 Refining&Marketing se

119、gment expenses$29,013$29,045 MidstreamOther segment items1,399 1,216 Midstream segment expenses$1,399$1,216 Renewable DieselOperating costs70 67 Distribution costs22 32 Other segment items592 521 Renewable Diesel segment expenses$684$620 Other segment items for the Refining&Marketing segment include

120、 costs that are reimbursed by customers through commercial arrangements,as well as LIFO inventoryadjustments.Other segment items for the Midstream segment include operating expenses and purchased product costs.For purposes of managing the Midstream segment of MPC,theCODM is only provided consolidate

121、d Midstream expense information.Other segment items for the Renewable Diesel segment include purchased product costs.Three Months Ended March 31,(Millions of dollars)20252024Depreciation and amortizationRefining&Marketing406 444 Midstream351 343 Renewable Diesel18 16 Total segment depreciation and a

122、mortization775 803 Corporate18 24 Consolidated depreciation and amortization$793$827 Excludes our pro-rata share of Renewable Diesel JV depreciation and amortization of$22 million in both the three months ended March 31,2025 and 2024.(a)(b)(c)(a)(b)(c)(a)(a)15Table of ContentsThree Months Ended Marc

123、h 31,(Millions of dollars)20252024Capital expendituresRefining&Marketing$362$290 Midstream386 327 Renewable Diesel1 1 Total segment capital expenditures and investments749 618 Less investments in equity method investees132 125 Plus:Corporate9 6 Capitalized interest18 12 Consolidated capital expendit

124、ures$644$511 Includes changes in capital expenditure accruals.See Note 18 for a reconciliation of total capital expenditures to additions to property,plant and equipment for the three monthsended March 31,2025 and 2024 as reported in the consolidated statements of cash flows.10.Net Interest and Othe

125、r Financial CostsNet interest and other financial costs were as follows:Three Months Ended March 31,(Millions of dollars)20252024Interest income$(46)$(101)Interest expense352 341 Interest capitalized(18)(12)Pension and other postretirement non-service costs5(11)Investments-net premium(discount)amort

126、ization(39)Other financial costs11 1 Net interest and other financial costs$304$179 See Note 21.11.Income TaxesWe recorded a combined federal,state and foreign income tax provision of$37 million for the three months ended March 31,2025,which was lower than theU.S.statutory rate primarily due to perm

127、anent tax benefits related to net income attributable to noncontrolling interests and discrete state tax benefits.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.statutory rate primarily due to

128、permanent tax benefits related to net income attributable to noncontrolling interests,partially offset by state taxes.12.Inventories(Millions of dollars)March 31,2025December 31,2024Crude oil and other feedstocks$3,613$3,185 Refined products5,661 5,137 Materials and supplies1,214 1,246 Total$10,488$

129、9,568 Inventories are carried at the lower of cost or market value.Costs of crude oil and other feedstocks and refined products are aggregated on a consolidated basisfor purposes of assessing whether the LIFO cost basis of these inventories may have to be written down to market values.(a)(a)(a)(a)16

130、Table of Contents13.Property,Plant and Equipment(PP&E)March 31,2025December 31,2024(Millions of dollars)GrossPP&EAccumulatedDepreciationNetPP&EGrossPP&EAccumulatedDepreciationNetPP&ERefining&Marketing$33,269$19,384$13,885$32,965$19,015$13,950 Midstream30,991 11,099 19,892 30,697 10,798 19,899 Renewa

131、ble Diesel968 347 621 976 338 638 Corporate1,699 1,154 545 1,679 1,138 541 Total$66,927$31,984$34,943$66,317$31,289$35,028 14.Fair Value MeasurementsFair ValuesRecurringThe following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31,2025 and Decemb

132、er 31,2024 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 i

133、n the following tables.March 31,2025Fair Value Hierarchy(Millions of dollars)Level 1Level 2Level 3Netting andCollateralNet Carrying Value onBalance SheetCollateralPledged NotOffsetAssets:Commodity contracts$190$(186)$4$39 Liabilities:Commodity contracts$205$(205)$Embedded derivatives in commodity co

134、ntracts 62 62 December 31,2024Fair Value Hierarchy(Millions of dollars)Level 1Level 2Level 3Netting andCollateralNet Carrying Value onBalance SheetCollateralPledged NotOffsetAssets:Commodity contracts$139$(132)$7$16 Liabilities:Commodity contracts$144$(144)$Embedded derivatives in commodity contract

135、s 58 58 Represents the impact of netting assets,liabilities and cash collateral when a legal right of offset exists.As of March 31,2025,cash collateral of$19 million was netted withmark-to-market derivative liabilities.As of December 31,2024,cash collateral of$12 million was netted with mark-to-mark

136、et derivative liabilities.We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.Level 3 instruments relate to an embedded derivative liability for a natural gas purchase commitment embedded in a keepwhole processing agreement.The fairva

137、lue calculation for these Level 3 instruments at March 31,2025 used significant unobservable inputs including:(1)NGL prices interpolated and extrapolateddue to inactive markets ranging from$0.71 to$1.53 per gallon with a weighted average of$0.86 per gallon and(2)a 100 percent probability of renewal

138、for thefive-year term of the natural gas purchase commitment and related keep-whole processing agreement.Increases or decreases in the fractionation spread resultin an increase or decrease in the fair value of the embedded derivative liability.(a)(b)(a)(b)(a)(b)17Table of ContentsThe following is a

139、reconciliation 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)20252024Beginning balance$58$61 Unrealized and realized loss included in net income7 12 Settlements of derivative instru

140、ments(3)(4)Ending balance$62$69 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:$7$11 The loss is included in cost of revenues on the consolidated statements of income.Fair Values Non-re

141、curringNon-recurring fair value measurements and disclosures relate to acquisitions as discussed in Note 4.Fair Values ReportedWe believe the carrying value of our other financial instruments,including cash and cash equivalents,receivables,accounts payable and certain accruedliabilities,approximate

142、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 counterparty credit risk.The borrowings under our revolving credit facilities,whichinc

143、lude 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 values of our debt were approximately$30.4 billion and$28.5 billion at March 31,2025,r

144、espectively,andapproximately$26.9 billion and$25.0 billion at December 31,2024,respectively.These carrying and fair values of our debt exclude the unamortized issuancecosts,which are netted against our total debt.15.DerivativesFor further information regarding the fair value measurement of derivativ

145、e instruments,including any effect of master netting agreements or collateral,see Note14.We do not designate any of our commodity derivative instruments as hedges for accounting purposes.Derivatives that are not designated as accounting hedges may include commodity derivatives used to hedge price ri

146、sk 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 natural gas and(7)the purchase of soybean oil.The following table presents the fair value

147、 of derivative instruments as of March 31,2025 and December 31,2024 and the line items in the consolidated balancesheets in which the fair values are reflected.The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liabilitypositions permitted under t

148、he 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 executed with the same counterparty in our financial statements when a legal right of offsetexists.As a result

149、,the asset and liability amounts below will not agree with the amounts presented in our consolidated balance sheets.(Millions of dollars)March 31,2025December 31,2024Balance Sheet LocationAssetLiabilityAssetLiabilityCommodity derivativesOther current assets$190$205$139$144 Other current liabilities

150、9 10 Deferred credits and other liabilities 53 48 Includes embedded derivatives.(a)(a)(a)(a)(a)(a)18Table of ContentsThe table below summarizes open commodity derivative contracts for crude oil,refined products,blending products and soybean oil as of March 31,2025.Percentage of contractsthat expire

151、next quarterPosition(Units in thousands of barrels)LongShortExchange-tradedCrude oil70.8%54,644 60,286 Refined products85.9%29,388 35,639 Blending products74.5%7,422 5,786 Soybean oil86.8%1,055 1,220 Included in exchange-traded are spread contracts in thousands of barrels:Crude oil-15,537 long and 1

152、5,402 short and Refined products-600 long and 495 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 statements of income:Gain(Loss)(Millions of dollars)Three Months Ended March

153、 31,Income Statement Location20252024Cost of revenues$(67)$(74)Other income2 Total$(65)$(74)16.DebtOur outstanding borrowings at March 31,2025 and December 31,2024 consisted of the following:(Millions of dollars)March 31,2025December 31,2024MPC:Senior notes$7,699$5,699 MARAD debt168 174 Finance leas

154、e obligations704 718 Total8,571 6,591 MPLX:Senior notes22,700 21,200 Finance lease obligations8 6 Total22,708 21,206 Total debt31,279 27,797 Unamortized debt issuance costs(175)(142)Unamortized discount,net of unamortized premium(194)(174)Amounts due within one year(4,065)(3,049)Total long-term debt

155、 due after one year$26,845$24,432 MPC Senior NotesOn February 10,2025,MPC issued$2.0 billion in aggregate principal amount of senior notes in an underwritten public offering,consisting of$1.1 billionaggregate principal amount of 5.150 percent senior notes due March 2030 and$900 million aggregate pri

156、ncipal amount of 5.700 percent senior notes due March2035.The senior notes offering was intended to replace the$750 million aggregate principal amount of 3.625 percent senior notes that matured in September2024 and refinance the$1.250 billion aggregate principal amount of 4.700 percent senior notes

157、that matured on May 1,2025.(a)(a)19Table of ContentsMPLX Senior NotesOn February 18,2025,MPLX repaid all of MPLXs outstanding$500 million aggregate principal amount of 4.000 percent senior notes due February 2025 atmaturity.On March 10,2025,MPLX issued$2.0 billion in aggregate principal amount of se

158、nior notes in an underwritten public offering,consisting of$1.0 billion aggregateprincipal amount of 5.400 percent senior notes due April 2035 and$1.0 billion aggregate principal amount of 5.950 percent senior notes due April 2055.On April9,2025,MPLX used a portion of the net proceeds from this offe

159、ring to redeem all of(i)MPLX LPs outstanding$1,189 million aggregate principal amount of4.875 percent senior notes due June 2025 and(ii)MarkWest Energy Partners,L.P.s outstanding$11 million aggregate principal amount of 4.875 percent seniornotes due June 2025.MPLX intends to use the remaining net pr

160、oceeds for general partnership purposes.Available Capacity under our Credit Facilities as of March 31,2025(Millions of dollars)TotalCapacityOutstandingBorrowingsOutstandingLettersof CreditAvailableCapacityWeightedAverageInterestRateExpirationMPC,excluding MPLXMPC bank revolving credit facility$5,000

161、$1$4,999%July 2027MPC trade receivables securitization facility100 100%September 2027MPLXMPLX bank revolving credit facility2,000 2,000%July 2027 The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is$100 million.In addition,the facility

162、 allows for the issuance ofletters of credit in excess of the committed capacity at the discretion of the issuing banks.17.RevenueThe following table presents our revenues from external customers disaggregated by segment and product line:Three Months Ended March 31,(Millions of dollars)20252024Refin

163、ing&MarketingRefined products$27,427$28,737 Crude oil1,565 1,788 Services and other465 449 Total revenues from external customers29,457 30,974 MidstreamRefined products530 373 Services and other911 848 Total revenues from external customers1,441 1,221 Renewable DieselRefined products615 510 Services

164、 and other4 1 Total revenues from external customers619 511 Sales and other operating revenues$31,517$32,706 We do not disclose information on the future performance obligations for any contract with expected duration of one year or less at inception.As of March 31,2025,we do not have future perform

165、ance obligations that are material to future periods.(a)(a)20Table of ContentsReceivablesOn the accompanying consolidated balance sheets,receivables,less allowance for doubtful accounts primarily consists of customer receivables.Significant,non-customer balances included in our receivables at March

166、31,2025 include matching buy/sell receivables of$5.18 billion.18.Supplemental Cash Flow InformationThree Months Ended March 31,(Millions of dollars)20252024Net cash provided by operating activities included:Interest paid(net of amounts capitalized)$344$359 Net income taxes paid to(received from)taxi

167、ng authorities85(22)Non-cash investing and financing activities:Contribution of assets115 2025 includes$111 million paid to third parties for transferable tax credits.Represents the book value of assets contributed by MPLX to a joint venture.The consolidated statements of cash flows exclude changes

168、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:Three Months Ended March 31,(Millions of dollars)20252024Additions to property,plant and equipment per the consolidated statements o

169、f cash flows$663$585 Decrease in capital accruals(19)(74)Total capital expenditures$644$511 19.Other Current LiabilitiesThe following summarizes the components of other current liabilities:(Millions of dollars)March 31,2025December 31,2024Environmental credits liability$437$422 Accrued interest paya

170、ble289 314 Other current liabilities356 419 Total other current liabilities$1,082$1,155(a)(b)(a)(b)21Table of Contents20.Accumulated Other Comprehensive Income(Loss)The following table shows the changes in accumulated other comprehensive income(loss)by component.Amounts in parentheses indicate debit

171、s.(Millions of dollars)PensionBenefitsOther BenefitsOtherTotalBalance as of December 31,2023$(261)$129$1$(131)Other comprehensive income(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)(

172、13)Amortization of actuarial loss1 1 Tax effect1 1 2 Other comprehensive loss(4)(5)(3)(12)Balance as of March 31,2024$(265)$124$(2)$(143)(Millions of dollars)PensionBenefitsOther BenefitsOtherTotalBalance as of December 31,2024$(235)$122$(1)$(114)Other comprehensive income before reclassifications,n

173、et of tax of$25 3 8 Amounts reclassified from accumulated other comprehensive loss:Amortization of prior service credit(2)(6)(8)Amortization of actuarial loss4 4 Tax effect 1 1 Other comprehensive income(loss)7(2)5 Balance as of March 31,2025$(228)$120$(1)$(109)These accumulated other comprehensive

174、loss components are included in the computation of net periodic benefit cost.See Note 21.21.Pension and Other Postretirement BenefitsThe following summarizes the components of net periodic benefit costs:Three Months Ended March 31,(Millions of dollars)20252024Pension BenefitsService cost$55$54 Inter

175、est cost37 30 Expected return on plan assets(37)(37)Amortization of prior service credit(2)(8)Amortization of actuarial loss4 1 Net periodic pension benefit cost$57$40 Other BenefitsService cost$5$5 Interest cost9 8 Amortization of prior service credit(6)(5)Net periodic other benefit cost$8$8 The co

176、mponents of net periodic benefit cost,other than the service cost component,are included in net interest and other financial costs on the consolidatedstatements of income.(a)(a)(a)(a)(a)22Table of ContentsDuring the three months ended March 31,2025,we made contributions of$36 million to our funded p

177、ension plans.Benefit payments related to unfundedpension and other postretirement benefit plans were$3 million and$12 million,respectively,during the three months ended March 31,2025.22.Commitments and ContingenciesWe are the subject of,or a party to,a number of pending or threatened legal actions,c

178、ontingencies 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 recorded a liability,we areunable to estimate a range of possible loss because the issues involved have no

179、t been fully developed through pleadings,discovery or court proceedings.However,the ultimate resolution of some of these contingencies could,individually or in the aggregate,be material.Environmental MattersWe are subject to federal,state,local and foreign laws and regulations relating to the enviro

180、nment.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 other locations includingpresently or formerly owned or operated retail marketing sites.Penalties may be im

181、posed for noncompliance.At March 31,2025 and December 31,2024,accrued liabilities for remediation totaled$357 million and$364 million,respectively.It is not presently possible toestimate the ultimate amount of all remediation costs that might be incurred or the penalties,if any,that may be imposed.R

182、eceivables 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 retailmarketing sites,were$4 million and$6 million at March 31,2025 and December 31,2024,respectively.Governmenta

183、l 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 knowing misrepresentations about knowingly concealing,or failing to warn of the impacts

184、of 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 and unfair trade statutes.We are currently subject to such proceedings in federal or st

185、atecourts 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,and neither the likelihood of an unfavorable outcome nor the ultimate liability,if a

186、ny,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 believes the resolution of these environmental matters will not,individually or collectively

187、,have a material adverse effecton our consolidated results of operations,financial position or cash flows.Other Legal ProceedingsIn July 2020,Tesoro High Plains Pipeline Company,LLC(“THPP”),a subsidiary of MPLX,received a Notification of Trespass Determination from the Bureau ofIndian Affairs(“BIA”)

188、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 assessed trespass damages of approximately$187 million.After subsequent appeal proceedingsand in compliance

189、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.In March 2021,the BIA issued an order purporting to vacate the BIAs prior orders related toTHPPs alleged

190、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 against the United States of America,the U.S.Department of the Interior and the BIA(collectively,the“U.S.Gov

191、ernment 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 counterclaims to THPPs suit claiming THPP is in continued trespass with respect to the pipeline and seekdis

192、gorgement 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.S.Government Parties counterclaims.The case will proceed on the merits of THPPs challenge to the March20

193、21 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 to a number of other lawsuits and other proceedings arising in the ordinary course of business.While th

194、e 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 materialadverse effect on our consolidated financial position,results of operations or cash flows.23Table of Conte

195、ntsGuaranteesWe have provided certain guarantees,direct and indirect,of the indebtedness of other companies.Under the terms of most of these guarantee arrangements,we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements.In addition

196、 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 offshore oil port,LOOP,and MPLX holds an interest in a crude oil pipeline system,LOCAP

197、.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 debt.Any such advances are considered prepayments of future transportation charges.The

198、duration of the agreementsvaries but tends to follow the terms of the underlying debt,which extend through 2040.Our maximum potential undiscounted payments under these agreementsfor the debt principal totaled$212 million as of March 31,2025.Dakota Access PipelineMPLX holds a 9.19 percent indirect in

199、terest in a joint venture(“Dakota Access”),which owns and operates the Dakota Access Pipeline and Energy TransferCrude Oil Pipeline projects(collectively,the“Bakken Pipeline system”).In 2020,the U.S.District Court for the District of Columbia(the“D.D.C.”)ordered theU.S.Army Corps of Engineers(“Army

200、Corps”),which granted permits and an easement for the Bakken Pipeline system,to prepare an environmental impactstatement(“EIS”)relating to an easement under Lake Oahe in North Dakota.The D.D.C.later vacated the easement.The Army Corps issued a draft EIS inSeptember 2023 detailing various options for

201、 the easement going forward,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 a preferred alternative,but will make a decision in itsfinal review,after considering input from

202、 the public and other agencies.The pipeline remains operational while the Army Corps finalizes its decision which willfollow the issuance of the final EIS.According to public statements from Army Corps officials,the EIS is now expected to be issued in 2025.MPLX has entered into a Contingent Equity C

203、ontribution Agreement whereby it,along with the other joint venture owners in the Bakken Pipeline system,hasagreed to make equity 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

204、 obligations.The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction ofthe 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

205、 required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shut down.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.I

206、f the vacatur of the easement results in a permanent shutdown of the pipeline,MPLX would have to contribute its 9.19 percent 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 unpaidinter

207、est.As of March 31,2025,our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately$78million.Other guaranteesWe have entered into other guarantees with maximum potential undiscounted payments totaling$232 million as of March 31,2025,which primar

208、ily consist of acommitment to indemnify a joint venture member for our pro rata share of any payments made under a performance guarantee for construction of a pipeline byan equity method investee,a commitment to contribute cash to an equity method investee for certain catastrophic events in lieu of

209、procuring insurancecoverage,a payment guaranty of an unsecured bank term loan for which BANGL,LLC is the borrower and obligor,a commitment to pay a termination fee on asupply agreement if terminated during the initial term,a commitment to fund a share of the bonds issued by a government entity for c

210、onstruction of public utilitiesin the event that other industrial users of the facility default on their utility payments and leases of assets containing general lease indemnities and guaranteedresidual values.Contractual Commitments and ContingenciesCertain natural gas processing and gathering arra

211、ngements require us to construct natural gas processing plants,natural gas gathering pipelines and NGLpipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure.In certain cases,certain producer customers may have the rig

212、ht to cancel the processing arrangements if there are significant delays that are not due to force majeure.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 fin

213、ancial statements and accompanying footnotes included under Item 1.Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31,2024.DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTSThis Quarterly Report on Form 10-Q,particularly Item 2.Managements Discus

214、sion and Analysis of Financial Condition and Results of Operations and Item 3.Quantitative and Qualitative Disclosures about Market Risk,includes forward-looking statements that are subject to risks,contingencies or uncertainties.You canidentify forward-looking statements by words such as“anticipate

215、,”“believe,”“commitment,”“could,”“design,”“estimate,”“expect,”“focus,”“forecast,”“goal,”“guidance,”“intend,”“may,”“objective,”“opportunity,”“outlook,”“plan,”“policy,”“position,”“potential,”“predict,”“priority,”“project,”“prospective,”“pursue,”“seek,”“should,”“strategy,”“target,”“will,”“would”or othe

216、r similar expressions that convey the uncertainty of future events or outcomes.Forward-looking statements include,among other things,statements regarding:future financial and operating results;environmental,social and governance(“ESG”)plans and goals,including those related to greenhouse gas emissio

217、ns and intensity,freshwater withdrawintensity,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

218、,growth opportunities and expected investments,including plans to improve commercial performance,lower costs and optimize ourasset portfolio;consumer demand for refined products,natural gas,renewable diesel and other renewable fuels and NGLs;the timing,amount and form of any future capital return tr

219、ansactions,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 litigation.Our forward-looking

220、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 statements arematerial to inves

221、tors 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 assumptions that are subject to

222、change 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 tariffs,inflation,interest rates,chang

223、es in governmental policies relating to refinedpetroleum products,crude oil,natural gas,NGLs or renewable diesel and other renewable fuels,or taxation;the regional,national and worldwide availability and pricing of refined products,crude oil,natural gas,renewable diesel and other renewable fuels,NGL

224、s and other feedstocks;disruptions in credit markets 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

225、;the potential effects of judicial or other proceedings 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 orrenewable diesel and other

226、renewable fuels;volatility in or degradation of general economic,market,industry or 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,tariffs,inflati

227、on,or risinginterest rates;our ability to comply with federal and state environmental,economic,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 capac

228、ity;foreign imports and exports of crude oil,refined products,natural gas and NGLs;the establishment or increase of tariffs on goods,including crude oil and other feedstocks imported into the United States,other trade protectionmeasures or restrictions or retaliatory actions from foreign governments

229、;25Table of Contentschanges in producer customers drilling plans or in volumes of throughput of crude oil,natural gas,NGLs,refined products,other hydrocarbon-basedproducts or renewable diesel and other renewable fuels;non-payment or non-performance by our customers;changes in the cost or availabilit

230、y of third-party vessels,pipelines,railcars and other means of transportation for crude oil,natural gas,NGLs,feedstocks,refined products and renewable diesel and other renewable fuels;the price,availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fue

231、ls or vehicles;political and economic conditions in nations that consume refined products,natural gas,renewable diesel and other renewable fuels 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

232、 taken by our competitors,including pricing adjustments,the expansion and retirement of refining capacity 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;ch

233、anges in fuel and utility costs for our facilities;industrial incidents or other unscheduled shutdowns affecting 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 civ

234、il unrest that could impair our ability to produce refined products,receive feedstocks or to gather,process,fractionate ortransport crude oil,natural gas,NGLs,refined products or renewable diesel and other renewable fuels;political pressure and influence of environmental groups and other stakeholder

235、s that are adverse to the production,gathering,refining,processing,fractionation,transportation and marketing of crude oil or other feedstocks,refined products,natural gas,NGLs,other hydrocarbon-based products orrenewable diesel and other renewable fuels;labor and material shortages;the timing and a

236、bility to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or toconsummate planned transactions within the expected timeframe,if at all;the inability or failure of our joint venture partners to fund their share of operations and

237、 capital investments;the financing and distribution decisions of joint ventures we do not control;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

238、sustainable energy strategy and principles and achieve our 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,m

239、aximum margin penalties,minimum inventory requirements or refinery maintenance and turnaround supplyplans on companies operating in the energy industry in California or other jurisdictions.For additional risk factors affecting our business,see the risk factors described in our Annual Report on Form

240、10-K for the year ended December 31,2024.Weundertake no obligation to update any forward-looking statements except to the extent required by applicable law.EXECUTIVE SUMMARYBusiness UpdateOur first quarter results versus the first quarter of 2024 reflect a lower refining margin environment.Longer te

241、rm,global demand growth is expected to outpacethe net impact of capacity additions and rationalizations through the end of the decade.We anticipate these fundamentals,as well as the U.S.refining industryscurrent structural advantages over the rest of the world,will support a constructive environment

242、 for U.S.refiners.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 refining margin”with respect

243、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.In October 2024,Californias governor signed Assembly Bill No.1(such statute,together with an

244、y regulations contemplatedor issued thereunder,“AB X2-1”),into law,authorizing the CEC to require that petroleum refiners maintain a minimum inventory of transportation fuels as well asrequire petroleum refiners to plan for resupply during scheduled maintenance.We will evaluate the26Table of Content

245、simpact that SB X1-2 and AB X2-1 and any associated forthcoming CEC regulations may have on our current or anticipated future operations in California andresults of operations when SB X1-2 or AB X2-1 are fully implemented.Strategic UpdatesMidstream Growth TransactionsBANGL,LLC AcquisitionMPLX entere

246、d into a definitive agreement in February 2025 to acquire the remaining 55 percent interest in BANGL,LLC not already owned by MPLX for$715million,plus an additional earnout provision of up to$275 million.The earnout provision requires annual calculations and payments based on targeted EBITDAgrowth f

247、rom 2026 to 2029 up to the maximum amount of$275 million.The transaction is expected to close in July 2025,and is subject to customary closingconditions.Whiptail Midstream AcquisitionOn March 11,2025,MPLX acquired gathering businesses from Whiptail Midstream,LLC for$237 million in cash.These San Jua

248、n basin assets consist primarilyof crude and natural gas gathering systems in the Four Corners region,and enhance MPLXs strategic relationship with MPC.The preliminary determination ofthe fair value includes$172 million of property,plant and equipment,$41 million of intangibles and$24 million of net

249、 working capital.The preliminary values aresubject to revision and may result in adjustments as valuations are finalized.See Note 4 to the unaudited consolidated financial statements for additional information on this transaction.ResultsOur CODM evaluates the performance of our segments using segmen

250、t adjusted EBITDA.Amounts included in income before income taxes and excluded fromsegment adjusted EBITDA include:(i)depreciation and amortization;(ii)net interest and other financial costs;(iii)turnaround expenses;and(iv)otheradjustments as deemed necessary.These items are either:(i)believed to be

251、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.Select results are reflected in the following table.Three Months Ended March 31,(Millions of dollars)20252024Segment adjusted EBITDA for reportable s

252、egmentsRefining&Marketing$489$1,986 Midstream1,720 1,589 Renewable Diesel(42)(90)Total reportable segments$2,167$3,485 Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxesTotal reportable segments$2,167$3,485 Corporate(192)(204)Refining&Renewable Diesel pla

253、nned turnaround costs(465)(648)Renewable Diesel JV planned turnaround costs(8)Depreciation and amortization(793)(827)Renewable Diesel JV depreciation and amortization(22)(22)Net interest and other financial costs(304)(179)Income before income taxes$383$1,605 Net income(loss)attributable to MPC per d

254、iluted share$(0.24)$2.58 Represents MPCs pro-rata share of expenses from joint ventures included within the Renewable Diesel segment.Net loss attributable to MPC was$74 million,or$(0.24)per diluted share,for the first quarter of 2025 compared to net income attributable to MPC of$937million,or$2.58 p

255、er diluted share,for the first quarter of 2024.The decrease was largely due to lower Refining&Marketing margins.(a)(a)(a)27Table of ContentsRefer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the first quarter of 2025 as compared to t

256、hefirst quarter of 2024.MPLXWe owned approximately 647 million MPLX common units as of March 31,2025,with a market value of$34.65 billion based on the March 31,2025 closing priceof$53.52 per common unit.On April 29,2025,MPLX declared a quarterly cash distribution of$0.9565 per common unit payable on

257、 May 16,2025 to unitholdersof record on May 9,2025.MPCs portion of this distribution is approximately$619 million.We received limited partner distributions of$619 million from MPLX in the three months ended March 31,2025 and$550 million in the three months endedMarch 31,2024.During the three months

258、ended March 31,2025,MPLX repurchased approximately 2 million MPLX common units at an average cost per unit of$52.48 and paid$100 million of cash.As of March 31,2025,approximately$420 million remained available under the authorization for future unit repurchases.See Note 3 to the unaudited consolidat

259、ed financial statements for additional information on MPLX.OVERVIEW OF SEGMENTSRefining&MarketingRefining&Marketing segment adjusted EBITDA depends largely on our refinery throughputs,Refining&Marketing margin,refining operating costs anddistribution costs.Refining&Marketing margin is the difference

260、 between the prices of refined products sold and the costs of crude oil and other charge and blendstocks refined,including the costs to transport these inputs to our refineries and the costs of products purchased for resale.The crack spread is a measure of the differencebetween market prices for ref

261、ined products and 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 indus

262、try participants,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 U

263、SGC CBOB gasoline and one barrel of USGC ULSD;The Mid-Continent crack spread uses three barrels of WTI crude producing two barrels of Chicago CBOB gasoline and one barrel of Chicago ULSD;andThe West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel

264、of LA CARB diesel.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 sou

265、r differential,can 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 wel

266、l as U.S.energy policy.The following table provides sensitivities showing an estimated change in annual Refining&Marketing segment adjusted EBITDA due to potential changes inmarket conditions.(Millions of dollars)Blended crack spread sensitivity(per$1.00/barrel change)$1,100 Sour differential sensit

267、ivity (per$1.00/barrel change)515 Sweet differential sensitivity (per$1.00/barrel change)515 Natural gas price sensitivity (per$1.00/MMBtu)350 Crack spread based on 42 percent MEH,40 percent WTI and 18 percent ANS with Gulf Coast,Mid-Continent and West Coast product pricing,respectively,andassumes a

268、ll other differentials 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 2025 will be sour crude.Sweet crude oil b

269、asket consists of the following crudes:Bakken,Brent,MEH,WTI-Cushing and WTI-Midland.We assume approximately 50 percent of the crudeprocessed at our refineries in 2025 will be sweet crude.This is consumption-based exposure for our Refining&Marketing segment and does not include the sales exposure for

270、 our Midstream segment.(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 o

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

272、otential impact 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 cost

273、s.Changes inoperating 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 n

274、egativelyimpact 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 ma

275、rketing services 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 c

276、ommitments to pay 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 ou

277、r Refining&Marketing 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 av

278、ailability of our vessels and barges.The profitability of our light product terminal operations primarily depends on the throughput volumes at theseterminals.The profitability of our fuels distribution services primarily depends on the sales volumes of certain refined products.The profitability of o

279、ur refininglogistics operations depends on the quantity and availability of our refining logistics assets.A majority of the crude oil and refined product shipments on ourpipelines and marine vessels and the refined product throughput at our terminals serve our Refining&Marketing segment and our refi

280、ning logistics assets andfuels distribution services are used solely by our Refining&Marketing segment.As discussed above in the Refining&Marketing section,MPLX,which isreported in our Midstream segment,has various long-term,fee-based commercial agreements related to services provided to our Refinin

281、g&Marketing segment.Under these agreements,MPLX has received various commitments of minimum throughput,storage and distribution volumes as well as commitments to pay forall available capacity of certain assets.The volume of crude oil that we transport is directly affected by the supply of,and refine

282、r demand for,crude oil in themarkets served directly by our crude oil pipelines,terminals and marine operations.Key factors in this supply and demand balance are the production levels ofcrude oil by producers in various regions or fields,the availability and cost of alternative modes of transportati

283、on,the volumes of crude oil processed at refineriesand refinery and transportation system maintenance levels.The volume of refined products that we transport,store,distribute and market is directly affected bythe production levels of,and user demand for,refined products in the markets served by our

284、refined product pipelines and marine operations.In most of ourmarkets,demand for gasoline and distillate peaks during the summer driving season,which extends from May through September of each year,and declinesduring the fall and winter months.As with crude oil,other transportation alternatives and

285、system maintenance levels influence refined product 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 mar

286、ket uncertainty,availability of NGL transportation and 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 or conditioning at our own or thirdparty proc

287、essing plants,purchasing and selling or gathering and transporting volumes of natural gasat indexrelated prices and the cost of thirdparty transportation and fractionation services.To the extent that commodity prices influence the level of natural gasdrilling by our producer customers,such prices al

288、so affect profitability.Renewable DieselOur Renewable Diesel segment processes renewable feedstocks into renewable diesel,markets and distributes renewable diesel and includes joint venturesthat produce soybean oil and renewable diesel.Our Renewable Diesel segment adjusted EBITDA is affected by chan

289、ges in operating costs,distribution costs,throughput and certain regulatory credits.29Table of ContentsRESULTS OF OPERATIONSThe 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

290、 is intended to provide investors with a reasonable basis for assessing our historical operations,but should not serve as the onlycriteria for predicting our future performance.Consolidated Results of OperationsThree Months Ended March 31,(Millions of dollars)20252024VarianceRevenues and other incom

291、e:Sales and other operating revenues$31,517$32,706$(1,189)Income from equity method investments230 204 26 Net gain on disposal of assets 20(20)Other income103 281(178)Total revenues and other income31,850 33,211(1,361)Costs and expenses:Cost of revenues(excludes items below)29,360 29,593(233)Depreci

292、ation and amortization793 827(34)Selling,general and administrative expenses783 779 4 Other taxes227 228(1)Total costs and expenses31,163 31,427(264)Income from operations687 1,784(1,097)Net interest and other financial costs304 179 125 Income before income taxes383 1,605(1,222)Provision for income

293、taxes37 293(256)Net income346 1,312(966)Less net income attributable to:Redeemable noncontrolling interest 10(10)Noncontrolling interests420 365 55 Net income(loss)attributable to MPC$(74)$937$(1,011)First Quarter 2025 Compared to First Quarter 2024Net income attributable to MPC decreased$1.01 billi

294、on in the first quarter of 2025 compared to the first quarter of 2024 primarily due to lower Refining&Marketing margins.Revenues and other income decreased$1.36 billion primarily due to:decreased sales and other operating revenues of$1.19 billion primarily due to decreased Refining&Marketing segment

295、 average refined product salesprices of$0.22 per gallon,partially offset by increased refined product sales volumes of 204 mbpd;anddecreased other income of$178 million mainly due to the absence of insurance proceeds received in the first quarter of 2024.Costs and expenses decreased$264 million prim

296、arily due to decreased cost of revenues of$233 million primarily due to decreased finished product purchasesand lower contract services and material and supply expenses related to decreased turnaround activity,partially offset by increased purchases from our MartinezRenewables joint venture and incr

297、eased energy costs.Net interest and other financial costs increased$125 million largely due to decreased interest income and discount amortization,primarily due to the absence ofshort-term investments held in 2024.We recorded a combined federal,state and foreign income tax provision of$37 million fo

298、r the three months ended March 31,2025,which was lower than theU.S.statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests and discrete state tax benefits.Werecorded a combined federal,state and foreign income tax provision30Table of Cont

299、entsof$293 million for the three months ended March 31,2024,which was lower than the U.S.statutory rate primarily due to permanent tax benefits related to netincome attributable to noncontrolling interests partially offset by state taxes.Net income attributable to noncontrolling interests increased$

300、55 million primarily due to an increase in MPLXs net income in the first quarter of 2025.Seefurther discussion in the Midstream Segment Results section.Segment ResultsWe classify our business in the following reportable segments:Refining&Marketing,Midstream and Renewable Diesel.Segment adjusted EBIT

301、DA representsadjusted EBITDA attributable to the reportable segments.Amounts included in income before income taxes and excluded from segment adjusted EBITDAinclude:(i)depreciation and amortization;(ii)net interest and other financial costs;(iii)turnaround expenses;and(iv)other adjustments as deemed

302、 necessary.These items are either:(i)believed to be non-recurring in nature;(ii)not believed to be allocable or controlled by the segment or(iii)are not tied to theoperational performance of the segment.Our segment adjusted EBITDA for reportable segments was$2.17 billion and$3.49 billion for the thr

303、ee months ended March 31,2025 and 2024,respectively.Refining&MarketingThe following includes key financial and operating data for the first quarter of 2025 compared to the first quarter of 2024.Includes intersegment sales to Midstream and sales destined for export.(a)31Table of ContentsThree Months

304、Ended March 31,20252024Refining&Marketing Operating StatisticsNet refinery throughput(mbpd)2,849 2,656 Refining&Marketing margin per barrel$13.38$19.35 Less:Refining operating costs per barrel5.74 6.06 Distribution costs per barrel5.77 5.85 Other income per barrel(0.04)(0.78)Refining&Marketing segme

305、nt adjusted EBITDA per barrel$1.91$8.22 Refining planned turnaround costs per barrel$1.77$2.68 Depreciation and amortization per barrel1.58 1.84 Per barrel fees paid to MPLX included in distribution costs above3.86 4.00 Sales revenue less cost of refinery inputs and purchased products,divided by net

306、 refinery throughput.See“Non-GAAP Financial Measure”section for reconciliation and further information regarding this non-GAAP financial measure.Refining operating costs exclude planned turnaround and depreciation and amortization expense.Distribution costs exclude depreciation and amortization expe

307、nse.Includes income or loss from equity method investments,net gain or loss on disposal of assets and other income or loss.The following information presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding theresults of our Refining&

308、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 31,20252024Benchmark Spot Prices(dollars per gallon)Chicago CBOB unleaded

309、regular gasoline$1.98$2.13 Chicago ULSD2.12 2.48 USGC CBOB unleaded regular gasoline1.98 2.23 USGC ULSD2.29 2.62 LA CARBOB2.36 2.58 LA CARB diesel2.38 2.67 Market Indicators(dollars per barrel)WTI$71.42$76.91 MEH72.81 78.85 ANS75.96 81.43 Crack Spreads:Mid-Continent WTI 3-2-1$9.40$15.46 USGC MEH 3-2

310、-110.02 16.49 West Coast ANS 3-2-118.57 24.22 Blended 3-2-111.31 17.62 Crude Oil Differentials:Sweet$(0.80)$(1.31)Sour(3.25)(5.67)Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 40/42/18 percent effective April 1,2024 and 40/40/20 percent for prior periods.(a)(b)(c)(d)(e)(a)(b)(c)(d)(e)(

311、a)(a)32Table of ContentsFirst Quarter 2025 Compared to First Quarter 2024Refining&Marketing segment revenues decreased$1.52 billion primarily due to decreased average refined product sales prices of$0.22 per gallon,partiallyoffset by increased refined product sales volumes of 204 mbpd.Net refinery t

312、hroughput increased 193 mbpd during the first quarter of 2025 largely due to decreased turnaround activity during the quarter.Refining&Marketing segment adjusted EBITDA decreased$1.50 billion primarily due to decreases in per barrel margins.Refining&Marketing segmentadjusted EBITDA was$1.91 per barr

313、el for the first quarter of 2025,versus$8.22 per barrel for the first quarter of 2024.Refining&Marketing margin was$13.38 per barrel for the first quarter of 2025 compared to$19.35 per barrel for the first quarter of 2024.Refining&Marketingmargin is affected by our performance against the market ind

314、icators shown earlier,which use spot market values 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$1.7 billion on Refining&Marketing margin for the first quarter of 2025 compared t

315、o the first quarter of 2024,primarily due to lower 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

316、other items like refinery yields,other feedstock variances and fuel margin from sales to direct dealers.Thesefactors had an estimated net positive effect of approximately$500 million on Refining&Marketing segment adjusted EBITDA in the first quarter of 2025compared to the first quarter of 2024.For t

317、he three months ended March 31,2025,refining operating costs,excluding depreciation and amortization,increased$7 million primarily due to higherenergy costs,partially offset by decreased maintenance costs and expenses for projects conducted during turnaround activity.Refining operating costs,excludi

318、ng depreciation and amortization,decreased$0.32 per barrel due to higher throughput.Distribution costs,excluding depreciation and amortization,increased$63 million and include fees paid to MPLX of$990 million and$967 million for the firstquarter of 2025 and 2024,respectively.Distribution costs,exclu

319、ding depreciation and amortization,decreased$0.08 per barrel due to higher throughput.Other income decreased$180 million,or$0.74 per barrel,largely due to the absence of insurance proceeds received in the first quarter of 2024.Refining planned turnaround costs decreased$0.91 per barrel,or$193 millio

320、n,due to the scope and timing of turnaround activity.We purchase RINs to satisfy a portion of our RFS2 compliance.Our expenses associated with purchased RINs were$354 million and$301 million in the firstquarter of 2025 and 2024,respectively.The RINs expense is included in Refining&Marketing margin.T

321、he increase in the first quarter of 2025 was primarily dueto increased obligated volumes,partially offset by higher RINs generated and acquired from our Martinez Renewables joint venture and lower sale activity.33Table of ContentsSupplemental Refining&Marketing StatisticsThree Months Ended March 31,

322、20252024Refining&Marketing Operating StatisticsCrude oil capacity utilization percent89 82 Refinery throughput(mbpd):Crude oil refined2,623 2,427 Other charge and blendstocks226 229 Net refinery throughput2,849 2,656 Sour crude oil throughput percent46 46 Sweet crude oil throughput percent54 54 Refi

323、ned product yields(mbpd):Gasoline1,485 1,370 Distillates1,029 936 Propane67 64 NGLs and petrochemicals162 166 Heavy fuel oil74 69 Asphalt74 81 Total2,891 2,686 Refined product export sales volumes(mbpd)387 308 Based on calendar-day capacity,which is an annual average that includes down time for plan

324、ned maintenance and other normal operating activities.Represents fully loaded refined product export cargoes for each time period.These sales volumes are included in the total sales volume amounts.(a)(b)(a)(b)34Table of ContentsMidstreamThe following includes key financial and operating data for the

325、 first quarter of 2025 compared to the first quarter of 2024.On owned common-carrier pipelines,excluding equity method investments.Includes operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for partnership-operated equity methodinves

326、tments.(a)(b)35Table of ContentsThree Months Ended March 31,Benchmark Prices20252024Natural Gas NYMEX HH(per MMBtu)$3.87$2.09 C2+NGL Pricing(per gallon)$0.93$0.89 C2+NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane,60 percent propane,five percent Iso

327、-Butane,15 percent normalbutane and 10 percent natural gasoline.First Quarter 2025 Compared to First Quarter 2024In the first quarter of 2025,Midstream segment adjusted EBITDA increased$131 million mainly due to increased sales and operating revenues of$286 millionresulting from fee escalations,high

328、er throughputs,contributions from recent acquisitions and a$37 million non-recurring benefit associated with a customeragreement.Renewable DieselThe following includes key financial and operating data for the first quarter of 2025 compared to the first quarter of 2024.Includes intersegment sales to

329、Refining&Marketing.Includes Dickinson facility production and purchased product from our Martinez Renewables joint venture.(a)(a)(a)(b)36Table of ContentsFirst Quarter 2025 Compared to First Quarter 2024Renewable Diesel segment revenues increased$109 million primarily due to increased sales volume o

330、f 386 thousand gallons per day.Renewable Dieselsegment adjusted EBITDA increased$48 million largely due to increased Renewable Diesel margin,which was$26 million in the first quarter of 2025 comparedto$(5)million in the first quarter of 2024,and increased production in 2025.In 2024,production capaci

331、ty was reduced due to an event at the MartinezRenewables facility in 2023 that resulted in lower throughput and impacted margins.See“Non-GAAP Financial Measure”section for reconciliation of Renewable Diesel margin.Corporate(millions of dollars)Three Months Ended March 31,20252024Corporate$(210)$(228

332、)Corporate costs consist primarily of MPCs corporate administrative expenses and costs related to certain non-operating assets,except for corporate overhead expensesattributable to MPLX,which are included in the Midstream segment.Corporate costs include depreciation and amortization of$18 million an

333、d$24 million for the first quarter of2025 and 2024,respectively.First Quarter 2025 Compared to First Quarter 2024In the first quarter of 2025,corporate expenses decreased$18 million primarily due to a decrease in equity compensation of approximately$37 million,partiallyoffset by increases in office expenses and contract services of$15 million and$13 million,respectively.(a)(a)37Table of ContentsNo