mpc-20240630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35054

Marathon 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 Main Street, Findlay, Ohio 45840-3229

(Address of principal executive offices) (Zip code)

(419) 422-2121

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	MPC	New York Stock Exchange

Indicate 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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the 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 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 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 registrant has elected not to use the extended transition period for complying with any new or revised 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 ☑

There were 334,684,050 shares of Marathon Petroleum Corporation common stock outstanding as of July 31, 2024.

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		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Statements of Income (Unaudited)	3
	Consolidated Statements of Comprehensive Income (Unaudited)	4
	Consolidated Balance Sheets (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	6
	Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	46

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

Unless otherwise stated or the context otherwise indicates, all references in this Form 10-Q to “MPC,” “us,” “our,” “we” or “the Company” mean Marathon Petroleum Corporation and its consolidated subsidiaries.

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Glossary of Terms

Throughout this report, the following company or industry specific terms and abbreviations are used:


ANS			Alaska North Slope crude oil, an oil index benchmark price
ASU			Accounting Standards Update
barrel			One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
CARB			California Air Resources Board
CARBOB			California Reformulated Gasoline Blendstock for Oxygenate Blending
CBOB			Conventional Gasoline Blendstock for Oxygenate Blending
CEC			California Energy Commission
EBITDA			Earnings Before Interest, Tax, Depreciation and Amortization (a non-GAAP financial measure)
EPA			U.S. Environmental Protection Agency
FASB			Financial Accounting Standards Board
GAAP			Accounting principles generally accepted in the United States
LIFO			Last in, first out, an inventory costing method
mbpd			Thousand barrels per day
MEH			Magellan East Houston crude oil, an oil index benchmark price
MMBtu			One million British thermal units
NGL			Natural gas liquids, such as ethane, propane, butanes and natural gasoline
NYMEX			New York Mercantile Exchange
RFS2			Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
RIN			Renewable Identification Number
SEC			U.S. Securities and Exchange Commission
ULSD			Ultra-low sulfur diesel
USGC			U.S. Gulf Coast
VIE			Variable interest entity
WTI			West Texas Intermediate crude oil, an oil index benchmark price

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Marathon Petroleum Corporation

Consolidated Statements of Income (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2024		2023		2024		2023
Revenues and other income:
Sales and other operating revenues	$	37,914	$	36,343	$	70,620	$	71,207
Income from equity method investments	373		199		577		332
Net gain (loss) on disposal of assets	(1)		13		19		16
Other income	76		269		357		346
Total revenues and other income	38,362		36,824		71,573		71,901

Costs and expenses:
Cost of revenues (excludes items below)	33,945		31,762		63,538		61,056
Depreciation and amortization	838		834		1,665		1,634
Selling, general and administrative expenses	823		704		1,602		1,395
Other taxes	234		219		462		450
Total costs and expenses	35,840		33,519		67,267		64,535

Income from operations	2,522		3,305		4,306		7,366
Net interest and other financial costs	194		142		373		296
Income before income taxes	2,328		3,163		3,933		7,070
Provision for income taxes	373		583		666		1,406
Net income	1,955		2,580		3,267		5,664
Less net income attributable to:
Redeemable noncontrolling interest	5		23		15		46
Noncontrolling interests	435		331		800		668
Net income attributable to MPC	$	1,515	$	2,226	$	2,452	$	4,950

Per share data (See Note 7)
Basic:
Net income attributable to MPC per share	$	4.34	$	5.34	$	6.90	$	11.49
Weighted average shares outstanding	349		417		355		430

Diluted:
Net income attributable to MPC per share	$	4.33	$	5.32	$	6.88	$	11.44
Weighted average shares outstanding	350		419		356		432

The accompanying notes are an integral part of these consolidated financial statements.

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Marathon Petroleum Corporation

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Net income	$	1,955	$	2,580	$	3,267	$	5,664
Defined benefit plans:
Actuarial changes, net of tax of $—, $(2), $1 and $(1), respectively	1		(6)		3		(4)
Prior service, net of tax of $(4), $(4), $(7) and $(8), respectively	(10)		(12)		(21)		(25)
Other, net of tax of $—, $(1), $(1) and $(1), respectively	—		(3)		(3)		(3)
Other comprehensive loss	(9)		(21)		(21)		(32)
Comprehensive income	1,946		2,559		3,246		5,632
Less comprehensive income attributable to:
Redeemable noncontrolling interest	5		23		15		46
Noncontrolling interests	435		331		800		668
Comprehensive income attributable to MPC	$	1,506	$	2,205	$	2,431	$	4,918

The accompanying notes are an integral part of these consolidated financial statements.

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Marathon Petroleum Corporation

Consolidated Balance Sheets (Unaudited)


(Millions of dollars, except share data)	June 30, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	4,441	$	5,443
Short-term investments	4,058		4,781
Receivables, less allowance for doubtful accounts of $50 and $44, respectively	12,307		12,187
Inventories	9,800		9,317
Other current assets	741		403
Total current assets	31,347		32,131
Equity method investments	6,821		6,260
Property, plant and equipment, net	34,686		35,112
Goodwill	8,244		8,244
Right of use assets	1,187		1,233
Other noncurrent assets	2,944		3,007
Total assets	$	85,229	$	85,987

Liabilities
Accounts payable	$	14,865	$	13,761
Payroll and benefits payable	766		1,115
Accrued taxes	1,680		1,221
Debt due within one year	4,903		1,954
Operating lease liabilities	463		454
Other current liabilities	1,323		1,645
Total current liabilities	24,000		20,150
Long-term debt	24,034		25,329
Deferred income taxes	5,810		5,834
Defined benefit postretirement plan obligations	1,228		1,102
Long-term operating lease liabilities	711		764
Deferred credits and other liabilities	1,358		1,409
Total liabilities	57,141		54,588

Commitments and contingencies (see Note 23)
Redeemable noncontrolling interest	202		895

Equity
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)	—		—
Common stock:
Issued – 994 million and 993 million shares (par value $0.01 per share, 2 billion shares authorized)	10		10
Held in treasury, at cost – 653 million and 625 million shares	(48,592)		(43,502)
Additional paid-in capital	33,635		33,465
Retained earnings	36,423		34,562
Accumulated other comprehensive loss	(152)		(131)
Total MPC stockholders’ equity	21,324		24,404
Noncontrolling interests	6,562		6,100
Total equity	27,886		30,504
Total liabilities, redeemable noncontrolling interest and equity	$	85,229	$	85,987

The accompanying notes are an integral part of these consolidated financial statements.

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Marathon Petroleum Corporation

Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
(Millions of dollars)	2024		2023
Operating activities:
Net income	$	3,267	$	5,664
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs and debt discount	(39)		(27)
Depreciation and amortization	1,665		1,634
Pension and other postretirement benefits, net	66		25
Deferred income taxes	(95)		22
Net gain on disposal of assets	(19)		(16)
Income from equity method investments	(577)		(332)
Distributions from equity method investments	554		429
Changes in the fair value of derivative instruments	10		88
Changes in:
Current receivables	(82)		3,290
Inventories	(481)		(708)
Current liabilities and other current assets	704		(1,787)
Right of use assets and operating lease liabilities, net	1		(1)
All other, net	(200)		(240)
Net cash provided by operating activities	4,774		8,041

Investing activities:
Additions to property, plant and equipment	(1,072)		(938)
Acquisitions, net of cash acquired	(622)		—
Disposal of assets	2		24
Investments – acquisitions and contributions	(179)		(296)
– redemptions, repayments, return of capital and sales proceeds	134		—
Purchases of short-term investments	(2,929)		(4,723)
Sales of short-term investments	195		1,583
Maturities of short-term investments	3,523		2,231
All other, net	141		423
Net cash used in investing activities	(807)		(1,696)

Financing activities:
Long-term debt – borrowings	1,630		1,589
– repayments	(38)		(1,043)
Debt issuance costs	(14)		(15)
Issuance of common stock	19		27
Common stock repurchased	(5,114)		(6,248)
Dividends paid	(589)		(653)
Distributions to noncontrolling interests	(672)		(635)
Repurchases of noncontrolling interests	(150)		—
Redemption of noncontrolling interests - preferred units	—		(600)
All other, net	(42)		(49)
Net cash used in financing activities	(4,970)		(7,627)

Net change in cash, cash equivalents and restricted cash	(1,003)		(1,282)
Cash, cash equivalents and restricted cash at beginning of period(a)	5,446		8,631
Cash, cash equivalents and restricted cash at end of period(a)	$	4,443	$	7,349

(a)Restricted cash is included in other current assets on our consolidated balance sheets.

The accompanying notes are an integral part of these consolidated financial statements.

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Marathon Petroleum Corporation

Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)


	MPC Stockholders’ Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity		Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)	Shares	Amount		Shares	Amount
Balance as of December 31, 2023	993	$	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 noncontrolling interests	—	—		—	—		—		—		—		(314)		(314)		(23)
Other comprehensive loss	—	—		—	—		—		—		(12)		—		(12)		—
Shares repurchased	—	—		(13)	(2,172)		—		—		—		—		(2,172)		—
Share-based compensation	—	—		—	—		(7)		(1)		—		(1)		(9)		—
Equity transactions of MPLX	—	—		—	—		72		—		—		138		210		(321)

Balance as of March 31, 2024	993	$	10	(638)	$	(45,674)	$	33,530	$	35,199	$	(143)	$	6,288	$	29,210	$	561
Net income	—	—		—	—		—		1,515		—		435		1,950		5
Dividends declared on common stock ($0.825 per share)	—	—		—	—		—		(290)		—		—		(290)		—
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(325)		(325)		(10)
Other comprehensive loss	—	—		—	—		—		—		(9)		—		(9)		—
Shares repurchased	—	—		(15)	(2,918)		—		—		—		—		(2,918)		—
Share-based compensation	1	—		—	—		26		(1)		—		4		29		—
Equity transactions of MPLX	—	—		—	—		79		—		—		160		239		(354)

Balance as of June 30, 2024	994	$	10	(653)	$	(48,592)	$	33,635	$	36,423	$	(152)	$	6,562	$	27,886	$	202


	MPC Stockholders’ Equity
	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity		Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	990	$	10	(536)	$	(31,841)	$	33,402	$	26,142	$	2	$	6,404	$	34,119	$	968
Net income	—	—		—	—		—		2,724		—		337		3,061		23
Dividends declared on common stock ($0.75 per share)	—	—		—	—		—		(336)		—		—		(336)		—
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(306)		(306)		(23)
Other comprehensive loss	—	—		—	—		—		—		(11)		—		(11)		—
Shares repurchased	—	—		(25)	(3,238)		—		—		—		—		(3,238)		—
Share-based compensation	1	—		—	—		3		—		—		—		3		—
Equity transactions of MPLX	—	—		—	—		3		(2)		—		(598)		(597)		—
Balance as of March 31, 2023	991	$	10	(561)	$	(35,079)	$	33,408	$	28,528	$	(9)	$	5,837	$	32,695	$	968
Net income	—	—		—	—		—		2,226		—		331		2,557		23
Dividends declared on common stock ($0.75 per share)	—	—		—	—		—		(312)		—		—		(312)		—
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(283)		(283)		(23)
Other comprehensive loss	—	—		—	—		—		—		(21)		—		(21)		—
Shares repurchased	—	—		(26)	(3,040)		—		—		—		—		(3,040)		—
Share-based compensation	1	—		—	—		3		—		—		1		4		—
Equity transactions of MPLX	—	—		—	—		—		—		—		—		—		—
Balance as of June 30, 2023	992	$	10	(587)	$	(38,119)	$	33,411	$	30,442	$	(30)	$	5,886	$	31,600	$	968

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to Consolidated Financial Statements (Unaudited)

1. Description of the Business and Basis of Presentation

Description of the Business

We are a leading, integrated, downstream energy company headquartered in Findlay, Ohio. We operate the nation's largest refining system. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market and to independent entrepreneurs who operate branded outlets. We also sell transportation fuel to consumers through direct dealer locations under long-term supply contracts. MPC’s midstream operations are primarily conducted through MPLX LP (“MPLX”), which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We own the general partner and a majority limited partner interest in MPLX. See Note 4.

Basis of Presentation

These interim consolidated financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. Certain information and disclosures derived from our audited annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from these interim financial statements.

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily 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 intercompany transactions and accounts have been eliminated. Due to our ownership of the general partner interest of MPLX, we have determined that we control MPLX and therefore we consolidate MPLX and record a noncontrolling interest for the interest owned by the public. Changes in ownership interest in consolidated subsidiaries that do not result in a change in control are recorded as equity transactions. Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. This includes entities in which we hold majority ownership but the minority shareholders have substantive participating rights.

Certain prior period financial statement amounts have been reclassified to conform to current period presentation.

2. Accounting Standards and Disclosure Rules

Recently Adopted

During the first quarter of 2024, we adopted ASU 2023-01, Leases (Topic 842): Common Control Arrangements. The adoption of this ASU did not have a material impact on our financial statements or disclosures.

Not Yet Adopted

SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide certain climate-related information in their annual reports. As part of the disclosures, material impacts from severe weather events and other natural conditions will be required in the audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending judicial review. Pending the results of the judicial review, the disclosure requirements are effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We are evaluating the impact these rules will have on our disclosures and monitoring the status of the judicial review.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued an ASU to update income tax disclosure requirements to provide consistent categories and greater disaggregation of information in the rate reconciliation and to disaggregate income taxes paid by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the impact this ASU will have on our disclosures.

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ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued an ASU to update reportable segment disclosure requirements primarily by requiring enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.

3. Short-Term Investments

Investments Components

The components of investments were as follows:


	June 30, 2024
(Millions of dollars)	Fair Value Level	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-term Investments
Available-for-sale debt securities
Commercial paper	Level 2	$	2,816	$	—	$	(1)	$	2,815	$	314	$	2,501
Certificates of deposit and time deposits	Level 2	1,505		—		(1)		1,504		520		984
U.S. government securities	Level 1	387		—		(1)		386		—		386
Corporate notes and bonds	Level 2	193		—		—		193		6		187
Total available-for-sale debt securities		$	4,901	$	—	$	(3)	$	4,898	$	840	$	4,058
Cash								3,601		3,601		—
Total								$	8,499	$	4,441	$	4,058


	December 31, 2023
(Millions of dollars)	Fair Value Level	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-term Investments
Available-for-sale debt securities
Commercial paper	Level 2	$	3,154	$	2	$	—	$	3,156	$	281	$	2,875
Certificates of deposit and time deposits	Level 2	1,836		1		—		1,837		800		1,037
U.S. government securities	Level 1	785		—		(1)		784		—		784
Corporate notes and bonds	Level 2	85		—		—		85		—		85
Total available-for-sale debt securities		$	5,860	$	3	$	(1)	$	5,862	$	1,081	$	4,781
Cash								4,362		4,362		—
Total								$	10,224	$	5,443	$	4,781

Our investment policy includes concentration limits and credit rating requirements which limit our investments to high quality, short term and highly liquid securities.

Realized gains/losses were not material. All of our available-for-sale debt securities held as of June 30, 2024 mature within one year or less or are readily available for use.

4. Master Limited Partnership

We own the general partner and a majority limited partner interest in MPLX, which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We control MPLX through our ownership of the general partner interest and, as of June 30, 2024, we owned approximately 63 percent of the outstanding MPLX common units compared to 65 percent as of December 31, 2023. Our ownership was impacted by changes in the redeemable non-controlling interest.

Unit Repurchase Program

On August 2, 2022, MPLX announced its board of directors approved a $1.0 billion unit repurchase authorization. This unit repurchase authorization has no expiration 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. The timing and amount of future repurchases, if

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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 June 30,				Six Months Ended June 30,
(In millions, except per unit data)	2024		2023		2024		2023
Number of common units repurchased	2		—		4		—
Cash paid for common units repurchased	$	75	$	—	$	150	$	—
Average cost per unit	$	41.10	$	—	$	40.56	$	—

As of June 30, 2024, MPLX had approximately $696 million remaining under its unit repurchase authorization.

Redemption of the Series B Preferred Units

On February 15, 2023, MPLX exercised its right to redeem all of its 600,000 outstanding preferred units (the “Series B preferred units”). MPLX paid unitholders the Series B preferred unit redemption price of $1,000 per unit. The final semi-annual distribution on the Series B preferred units was paid on February 15, 2023 in the usual manner.

The excess of the total redemption price of $600 million paid to Series B preferred unitholders over the carrying value of the Series B preferred units on the redemption date resulted in a $2 million net reduction to retained earnings.

Agreements

We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX provides transportation, storage, distribution and marketing services to us. With certain exceptions, these agreements generally contain minimum volume commitments. These transactions are eliminated in consolidation but are reflected as intersegment transactions between our Refining & Marketing and Midstream segments. We also have agreements with MPLX that establish fees for operational and management services provided between us and MPLX and for executive management services and certain general and administrative services provided by us to MPLX. These transactions are eliminated in consolidation but are reflected as intersegment transactions between corporate and our Midstream segment.

Noncontrolling Interest

As a result of equity transactions of MPLX, we are required to adjust non-controlling interest and additional paid-in capital. Changes in MPC’s additional paid-in capital resulting from changes in its ownership interests in MPLX were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Increase due to change in ownership	$	119	$	—	$	227	$	1
Tax impact	(40)		—		(76)		2
Increase in MPC's additional paid-in capital, net of tax	$	79	$	—	$	151	$	3

5. Variable Interest Entities

Consolidated VIE

We control MPLX through our ownership of its general partner. MPLX is a VIE because the limited partners do not have substantive kick-out or participating rights over the general partner. We are the primary beneficiary of MPLX because in addition to our significant economic interest, we also have the ability, through our ownership of the general partner, to control the decisions that most significantly impact MPLX. We therefore consolidate MPLX and record a noncontrolling interest for the interest owned by the public. We also record a redeemable noncontrolling interest related to MPLX’s Series A preferred units.

The creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted. MPC has effectively guaranteed certain indebtedness of LOOP LLC (“LOOP”) and LOCAP LLC (“LOCAP”), in which MPLX holds an interest. See Note 23 for more information. The assets of MPLX can only be used to settle its own obligations and its creditors have no recourse to our assets, except as noted earlier.

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The following table presents balance sheet information for the assets and liabilities of MPLX, which are included in our consolidated balance sheets.


(Millions of dollars)	June 30, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	2,501	$	1,048
Receivables, less allowance for doubtful accounts	758		836
Inventories	168		159
Other current assets	33		33
Equity method investments	4,373		3,743
Property, plant and equipment, net	19,186		19,264
Goodwill	7,645		7,645
Right of use assets	282		264
Other noncurrent assets	1,560		1,644

Liabilities
Accounts payable	$	610	$	723
Accrued taxes	88		79
Debt due within one year	2,827		1,135
Operating lease liabilities	50		45
Other current liabilities	373		336
Long-term debt	19,245		19,296
Deferred income taxes	16		16
Long-term operating lease liabilities	225		211
Deferred credits and other liabilities	482		476

6. Related Party Transactions

Transactions with related parties were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Sales to related parties	$	227	$	263	$	498	$	452
Purchases from related parties	574		480		1,154		791

Sales to related parties, which are included in sales and other operating revenues, consist primarily of refined product sales and renewable feedstock sales to certain of our equity affiliates.

Purchases from related parties are included in cost of revenues. We obtain utilities, transportation services and purchase ethanol and renewable fuels from certain of our equity affiliates.

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7. Earnings Per Share

We compute basic earnings per share by dividing net income attributable to MPC less income allocated to participating securities by the weighted average number of shares of common stock outstanding. Since MPC grants certain incentive compensation awards to employees and non-employee directors that are considered to be participating securities, we have calculated our earnings per share using the two-class method. Diluted income per share assumes exercise of certain share-based compensation awards, provided the effect is not anti-dilutive.


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2024		2023		2024		2023
Net income	$	1,955	$	2,580	$	3,267	$	5,664
Net income attributable to noncontrolling interest	(440)		(354)		(815)		(714)
Net income allocated to participating securities	(1)		(1)		(2)		(3)
Redemption of preferred units	—		—		—		(2)
Income available to common stockholders	$	1,514	$	2,225	$	2,450	$	4,945

Weighted average common shares outstanding:
Basic	349		417		355		430
Effect of dilutive securities	1		2		1		2
Diluted	350		419		356		432

Income available to common stockholders per share:
Basic:
Net income attributable to MPC per share	$	4.34	$	5.34	$	6.90	$	11.49

Diluted:
Net income attributable to MPC per share	$	4.33	$	5.32	$	6.88	$	11.44

Potential common shares that were anti-dilutive and, therefore, omitted from the diluted share calculation, were immaterial for all periods.

8. Equity

On April 30, 2024, MPC announced that our board of directors approved a $5.0 billion share repurchase authorization in addition to the $5.0 billion share repurchase authorization announced in October 2023. As of June 30, 2024, $6.74 billion remained available for repurchase under these share repurchase authorizations. 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 share repurchases, tender offers or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. The timing and amount 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 share repurchases were as follows for the respective periods:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2024		2023		2024		2023
Number of shares repurchased	15		26		28		51
Cash paid for shares repurchased	$	2,896	$	3,068	$	5,114	$	6,248
Average cost per share(a)	$	185.34	$	117.62	$	177.54	$	122.07

(a) The average cost per share includes excise tax on share repurchases resulting from the Inflation Reduction Act of 2022, but does not reduce the share repurchase authorization.

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9. Segment Information

We have two reportable segments: Refining & Marketing and Midstream. Each of these segments is organized and managed based upon the nature of the products and services it offers.

•Refining & Marketing – refines crude oil and other feedstocks, including renewable feedstocks, at our refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined products, including renewable diesel, through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon® branded outlets and through long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO® brand.

•Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX.

Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Our CODM is the chief executive officer. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses and (iv) other adjustments as deemed necessary. 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) not tied to the operational performance of the segment. 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 June 30,				Six Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Segment adjusted EBITDA for reportable segments
Refining & Marketing	$	1,972	$	3,163	$	3,846	$	7,016
Midstream	1,620		1,532		3,209		3,062
Total reportable segments	$	3,592	$	4,695	$	7,055	$	10,078

Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes
Total reportable segments	$	3,592	$	4,695	$	7,055	$	10,078
Corporate	(200)		(164)		(404)		(329)
Refining planned turnaround costs	(183)		(392)		(831)		(749)

Gain on sale of assets(a)	151		—		151		—
Depreciation and amortization	(838)		(834)		(1,665)		(1,634)
Net interest and other financial costs	(194)		(142)		(373)		(296)
Income before income taxes	$	2,328	$	3,163	$	3,933	$	7,070

(a)Gain from the Whistler Joint Venture Transaction (as defined in Note 13). See Note 13 for additional information.

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	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Sales and other operating revenues
Refining & Marketing
Revenues from external customers(a)	$	36,654	$	35,167	$	68,139	$	68,830
Intersegment revenues	34		21		71		48
Refining & Marketing segment revenues	36,688		35,188		68,210		68,878

Midstream
Revenues from external customers(a)	1,260		1,176		2,481		2,377
Intersegment revenues	1,448		1,347		2,851		2,709
Midstream segment revenues	2,708		2,523		5,332		5,086

Total segment revenues	39,396		37,711		73,542		73,964
Less: intersegment revenues	1,482		1,368		2,922		2,757
Consolidated sales and other operating revenues(a)	$	37,914	$	36,343	$	70,620	$	71,207

(a) Includes related party sales. See Note 6 for additional information.


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Income from equity method investments
Refining & Marketing	$	19	$	17	$	42	$	(19)
Midstream	203		182		384		351
Corporate(a)	151		—		151		—
Consolidated income from equity method investments	$	373	$	199	$	577	$	332

Depreciation and amortization
Refining & Marketing	$	470	$	484	$	930	$	948
Midstream	345		331		688		648
Corporate	23		19		47		38
Consolidated depreciation and amortization	$	838	$	834	$	1,665	$	1,634

Capital expenditures
Refining & Marketing	$	304	$	243	$	595	$	664
Midstream	241		273		568		514
Segment capital expenditures and investments	545		516		1,163		1,178
Less investments in equity method investees	54		89		179		296
Plus:
Corporate	12		33		18		40
Capitalized interest	12		13		24		34
Consolidated capital expenditures(b)	$	515	$	473	$	1,026	$	956

(a)Gain from the Whistler Joint Venture Transaction. See Note 13 for additional information.

(b)Includes changes in capital expenditure accruals. See Note 19 for a reconciliation of total capital expenditures to additions to property, plant and equipment for the six months ended June 30, 2024 and 2023 as reported in the consolidated statements of cash flows.

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10. Net Interest and Other Financial Costs

Net interest and other financial costs were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2024		2023		2024		2023
Interest income	$	(105)	$	(119)	$	(206)	$	(240)
Interest expense	341		329		682		663
Interest capitalized	(13)		(13)		(25)		(36)
Pension and other postretirement non-service costs(a)	(11)		(25)		(22)		(48)
Loss on extinguishment of debt	—		—		—		9
Investments - net premium (discount) amortization	(31)		(31)		(70)		(59)
Other financial costs	13		1		14		7
Net interest and other financial costs	$	194	$	142	$	373	$	296

(a)See Note 22.

11. Income Taxes

We recorded a combined federal, state and foreign income tax provision of $373 million and $666 million for the three and six months ended June 30, 2024, respectively, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests offset by state taxes.

We recorded a combined federal, state and foreign income tax provision of $583 million and $1.41 billion for the three and six months ended June 30, 2023, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, a benefit related to foreign derived intangible income, offset by state taxes.

12. Inventories


(Millions of dollars)	June 30, 2024		December 31, 2023
Crude oil	$	3,512	$	3,211
Refined products	5,153		4,940
Materials and supplies	1,135		1,166
Total	$	9,800	$	9,317

Inventories are carried at the lower of cost or market value. Costs of crude oil and refined products are aggregated on a consolidated basis for purposes of assessing whether the LIFO cost basis of these inventories may have to be written down to market values.

13. Equity Method Investments

Whistler Joint Venture Transaction

On May 29, 2024, MPLX and its joint venture partner contributed their respective membership interest in Whistler Pipeline, LLC to a newly formed joint venture, WPC Parent, LLC, and issued a 19 percent voting interest in WPC Parent, LLC to an affiliate of Enbridge Inc. in exchange for the contribution of cash and the Rio Bravo Pipeline project (collectively the “Whistler Joint Venture Transaction”). As a result of the transaction, MPLX’s voting interest in the joint venture was reduced from 37.5 percent to 30.4 percent. MPLX recognized a gain of $151 million and received a cash distribution of $134 million, recorded as a return of capital, related to the dilution of the ownership interest. The gain is included in income from equity method investments on the accompanying consolidated statements of income and the return of capital is included in investments - redemptions, repayments, return of capital and sales proceeds within the investing section of the accompanying consolidated statements of cash flows.

Midstream Acquisition

On March 22, 2024, MPLX used $625 million of cash on hand to purchase additional ownership interest in existing joint ventures and gathering assets which will enhance MPLX’s position in the Utica basin. Prior to the acquisition, MPLX owned an indirect interest in Ohio Gathering Company, L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company, L.L.C. (“OCC”) and now owns a combined 73 percent interest in OGC and a 100 percent interest in OCC, and a dry gas gathering system in the Utica basin. OGC continues to be accounted for as an equity method investment as MPLX did not obtain control of OGC as a result of

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the transaction. OGC is considered a VIE and MPLX is not deemed to be the primary beneficiary due to voting rights on significant matters. The acquisition date fair value of our investment in OGC exceeded our portion of the underlying net assets of the joint venture by approximately $86 million. OCC was previously accounted for as an equity