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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 5, 2024
_____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware 001-35054 27-1284632
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

539 South Main Street, Findlay, Ohio 45840
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (419) 422-2121
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01MPCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐




Item 2.02Results of Operations and Financial Condition
On November 5, 2024, Marathon Petroleum Corporation issued a press release announcing its financial results for the quarter ended September 30, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Information in this Item 2.02 and Exhibit 99.1 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.

Exhibit Number
 Description
 Press Release issued by Marathon Petroleum Corporation on November 5, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Marathon Petroleum Corporation
Date: November 5, 2024By:/s/ John J. Quaid
Name: John J. Quaid
Title: Executive Vice President and Chief Financial Officer


Exhibit 99.1
mpcnewsreleaseletterheada05.jpg
Marathon Petroleum Corp. Reports Third-Quarter 2024 Results
•Third-quarter net income attributable to MPC of $622 million, or $1.87 per diluted share
•$2.5 billion of adjusted EBITDA and $1.7 billion of net cash provided by operating activities
•Executing Midstream growth anchored in the Permian and Marcellus; $1.6 billion segment adjusted EBITDA in the third quarter, up nearly 6% year-over-year
•Annually MPC expects to receive distributions of $2.5 billion following MPLX’s 12.5% quarterly distribution increase, building on the strong value proposition to MPC through our integrated relationship
•$3.0 billion of capital returned to shareholders; announced additional $5 billion share repurchase authorization and a 10% quarterly dividend increase


FINDLAY, Ohio, Nov 5, 2024 – Marathon Petroleum Corp. (NYSE: MPC) today reported net income attributable to MPC of $622 million, or $1.87 per diluted share, for the third quarter of 2024, compared with net income attributable to MPC of $3.3 billion, or $8.28 per diluted share, for the third quarter of 2023.
The third quarter of 2024 adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) was $2.5 billion, compared with $5.7 billion for the third quarter of 2023. Adjustments are shown in the accompanying release tables.
“We remain committed to peer-leading operational excellence, commercial performance, and profitability per barrel in each of the regions in which we operate,” said President and Chief Executive Officer Maryann Mannen. “MPLX continues to grow, and the durability of its cash flow profile supported a 12.5% increase to its quarterly distribution, strengthening the value proposition to MPC. We returned $3.0 billion through share repurchases and dividends during the quarter, demonstrating our commitment of peer-leading capital return.”

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Results from Operations
Adjusted EBITDA (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
(In millions)
2024202320242023
Refining & Marketing Segment
Segment income from operations$298 $3,757 $2,383 $9,076 
Add: Depreciation and amortization
465 463 1,395 1,411 
 Refining planned turnaround costs
290 153 1,121 902 
Refining & Marketing segment adjusted EBITDA1,053 4,373 4,899 11,389 
Midstream Segment
Segment income from operations1,275 1,136 3,796 3,550 
Add: Depreciation and amortization
353 340 1,041 988 
 Garyville incident response costs— 63 — 63 
Midstream segment adjusted EBITDA1,628 1,539 4,837 4,601 
Subtotal2,681 5,912 9,736 15,990 
Corporate(224)(246)(675)(613)
Add: Depreciation and amortization28 42 75 80 
Adjusted EBITDA$2,485 $5,708 $9,136 $15,457 
Refining & Marketing (R&M)
Segment adjusted EBITDA was $1.1 billion in the third quarter of 2024, versus $4.4 billion for the third quarter of 2023. R&M segment adjusted EBITDA was $3.82 per barrel for the third quarter of 2024, versus $16.06 per barrel for the third quarter of 2023. Segment adjusted EBITDA excludes refining planned turnaround costs, which totaled $290 million in the third quarter of 2024 and $153 million in the third quarter of 2023. The decrease in segment adjusted EBITDA was driven primarily by lower market crack spreads.
R&M margin was $14.35 per barrel for the third quarter of 2024, versus $26.16 per barrel for the third quarter of 2023. Crude capacity utilization was approximately 94%, resulting in total throughput of 3.0 million barrels per day (bpd) for the third quarter of 2024.
Refining operating costs were $5.30 per barrel for the third quarter of 2024, versus $5.14 per barrel for the third quarter of 2023.
Midstream
Segment adjusted EBITDA was $1.6 billion in the third quarter of 2024, versus $1.5 billion for the third quarter of 2023. The results were primarily driven by higher rates and volumes, including growth from equity affiliates, and contributions from recently acquired assets in the Utica and Permian basins.
Corporate and Items Not Allocated
Corporate expenses totaled $224 million in the third quarter of 2024, compared with $246 million in the third quarter of 2023.

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Financial Position, Liquidity, and Return of Capital
As of September 30, 2024, MPC had $5.1 billion of cash, cash equivalents, and short-term investments, including $2.4 billion of cash at MPLX, and $5 billion available on its bank revolving credit facility. The company repaid the $750 million of senior notes that matured in September 2024 and anticipates refinancing the notes.
In the third quarter, the company returned approximately $3.0 billion of capital to shareholders through $2.7 billion of share repurchases and $273 million of dividends. Through October 31, the company repurchased an additional $0.5 billion of company shares.

On October 30, MPC announced that its Board of Directors approved an increase to the quarterly dividend to $0.91 per share. The dividend is payable December 10, 2024, to shareholders of record on November 20, 2024.

Additionally, the Board of Directors approved an incremental $5 billion share repurchase authorization. With the addition of this new authorization, the company has $8.5 billion available under its share repurchase authorizations. The company 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 of repurchases will depend upon several factors, including market and business conditions, and repurchases may be suspended or discontinued at any time.
Strategic and Operations Update
MPC’s 2024 capital spending plan includes high-return investments at its Los Angeles and Galveston Bay refineries. In addition to these multi-year investments, the company is executing shorter-term projects that offer high returns targeted at enhancing refinery yields, improving energy efficiency, and lowering costs.
MPLX is advancing growth projects anchored in the Permian and Marcellus basins. MPLX’s integrated footprints in these basins have positioned the partnership with a steady source of growth opportunities.
In the Permian, MPLX gas processing capacity is expected to reach 1.4 billion cubic feet per day (bcf/d) in the second half of 2025. In the Northeast, with the addition of the new facility announced today, MPLX’s gas processing capacity is expected to reach 8.1 bcf/d and total fractionation capacity to 800 thousand bpd in the second half of 2026. In the Utica basin, utilization of existing capacity is increasing, with gas processing volumes continuing to grow.
In the third quarter, MPLX closed the acquisition of its additional interest in the BANGL pipeline, bringing its ownership to 45%. This natural gas liquids pipeline is being expanded to increase capacity to 250 thousand bpd, with expected completion in the first quarter of 2025. MPLX and its partners are progressing the Blackcomb and Rio Bravo natural gas pipelines, connecting the Permian to domestic and export markets along the Gulf Coast. Both pipelines are anticipated in service in the second half of 2026.



Fourth-Quarter 2024 Outlook
Refining & Marketing Segment:
Refining operating costs per barrel(a)
$5.50 
Distribution costs (in millions)$1,525 
Refining planned turnaround costs (in millions)$285 
Depreciation and amortization (in millions)$475 
Refinery throughputs (mbpd):
    Crude oil refined2,650 
    Other charge and blendstocks230 
        Total2,880 
Corporate (includes $20 million of D&A)$200 
(a)Excludes refining planned turnaround and depreciation and amortization expense.

Conference Call
At 11:00 a.m. ET today, MPC will hold a conference call and webcast to discuss the reported results and provide an update on company operations. Interested parties may listen by visiting MPC’s website at www.marathonpetroleum.com. A replay of the webcast will be available on the company’s website for two weeks. Financial information, including the earnings release and other investor-related materials, will also be available online prior to the conference call and webcast at www.marathonpetroleum.com.

###

About Marathon Petroleum Corporation
Marathon Petroleum Corporation (MPC) is a leading, integrated, downstream energy company headquartered in Findlay, Ohio. The company operates the nation’s largest refining system. MPC’s marketing system includes branded locations across the United States, including Marathon brand retail outlets. MPC also owns the general partner and majority limited partner interest in MPLX LP, a midstream company that owns and operates gathering, processing, and fractionation assets, as well as crude oil and light product transportation and logistics infrastructure. More information is available at www.marathonpetroleum.com.
Investor Relations Contacts: (419) 421-2071
Kristina Kazarian, Vice President Finance and Investor Relations
Brian Worthington, Director, Investor Relations
Alyx Teschel, Manager, Investor Relations

Media Contact: (419) 421-3577
Jamal Kheiry, Communications Manager







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References to Earnings and Defined Terms
References to earnings mean net income attributable to MPC from the statements of income. Unless otherwise indicated, references to earnings and earnings per share are MPC’s share after excluding amounts attributable to noncontrolling interests.
Forward-Looking Statements
This press release contains forward-looking statements regarding MPC. These forward-looking statements may relate to, among other things, MPC’s expectations, estimates and projections concerning its business and operations, financial priorities, strategic plans and initiatives, capital return plans, capital expenditure plans, operating cost reduction objectives, and environmental, social and governance (“ESG”) plans and goals, including those related to greenhouse gas emissions and intensity reduction targets, freshwater withdrawal intensity reduction targets, diversity, equity and inclusion and ESG reporting. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or are required to be disclosed in our filings with the Securities Exchange Commission (SEC). In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “endeavor”, “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,“ “policy,” “position,” “potential,” “predict,” “priority,” “progress”, “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “strive”, “target,” “trends”, “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes. MPC cautions that these statements are based on management’s current knowledge and expectations and are subject to certain risks and uncertainties, many of which are outside of the control of MPC, that could cause actual results and events to differ materially from the statements made herein. Factors that could cause MPC’s actual results to differ materially from those implied in the forward-looking statements include but are not limited to: political or regulatory developments, including changes in governmental policies relating to refined petroleum products, crude oil, natural gas, natural gas liquids (“NGLs”), or renewables, or taxation; volatility in and degradation of general economic, market, industry or business conditions, including as a result of pandemics, other infectious disease outbreaks, natural hazards, extreme weather events, regional conflicts such as hostilities in the Middle East and in Ukraine, inflation or rising interest rates; the regional, national and worldwide demand for refined products and renewables and related margins; the regional, national or worldwide availability and pricing of crude oil, natural gas, NGLs and other feedstocks and related pricing differentials; the adequacy of capital resources and liquidity and timing and amounts of free cash flow necessary to execute our business plans, effect future share repurchases and to maintain or grow our dividend; the success or timing of completion of ongoing or anticipated projects; the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframes if at all; the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto; the inability or failure of our joint venture partners to fund their share of operations and development activities; the financing and distribution decisions of joint ventures we do not control; our ability to successfully implement our sustainable energy strategy and principles and to achieve our ESG plans and goals within the expected timeframes if at all; changes in government incentives for emission-reduction products and technologies; the outcome of research and development efforts to create future technologies necessary to achieve our ESG plans and goals; our ability to scale projects and technologies on a commercially competitive basis; changes in regional and global economic growth rates and consumer preferences, including consumer support for emission-reduction products and technology; industrial incidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, means of transportation, or those of our suppliers or customers; the imposition of windfall profit taxes, maximum refining margin penalties or minimum inventory requirements on companies operating within the energy industry in California or other jurisdictions; the impact of adverse market




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conditions or other similar risks to those identified herein affecting MPLX; and the factors set forth under the heading “Risk Factors” and “Disclosures Regarding Forward-Looking Statements” in MPC’s and MPLX’s Annual Reports on Form 10-K for the year ended Dec. 31, 2023, and in other filings with the SEC. Any forward-looking statement speaks only as of the date of the applicable communication and we undertake no obligation to update any forward-looking statement except to the extent required by applicable law.

Copies of MPC's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other SEC filings are available on the SEC’s website, MPC's website at https://www.marathonpetroleum.com/Investors/ or by contacting MPC's Investor Relations office. Copies of MPLX's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other SEC filings are available on the SEC’s website, MPLX's website at http://ir.mplx.com or by contacting MPLX's Investor Relations office.




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Consolidated Statements of Income (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
(In millions, except per-share data)
2024202320242023
Revenues and other income:
   Sales and other operating revenues$35,107 $40,917 $105,727 $112,124 
 Income from equity method investments219 215 796 547 
 Net gain (loss) on disposal of assets(2)110 17 126 
   Other income49 341 406 687 
       Total revenues and other income35,373 41,583 106,946 113,484 
Costs and expenses:
   Cost of revenues (excludes items below)32,144 34,928 95,682 95,984 
   Depreciation and amortization846 845 2,511 2,479 
   Selling, general and administrative expenses815 824 2,417 2,219 
   Other taxes219 233 681 683 
       Total costs and expenses34,024 36,830 101,291 101,365 
Income from operations1,349 4,753 5,655 12,119 
Net interest and other financial costs221 118 594 414 
Income before income taxes1,128 4,635 5,061 11,705 
Provision for income taxes113 1,004 779 2,410 
Net income1,015 3,631 4,282 9,295 
Less net income attributable to:
Redeemable noncontrolling interest6 25 21 71 
Noncontrolling interests387 326 1,187 994 
Net income attributable to MPC$622 $3,280 $3,074 $8,230 
Per share data
Basic:
Net income attributable to MPC per share$1.88 $8.31 $8.85 $19.66 
  Weighted average shares outstanding (in millions)331 394 347 418 
Diluted:
Net income attributable to MPC per share$1.87 $8.28 $8.83 $19.57 
Weighted average shares outstanding (in millions)332 396 348 420 

Income Summary (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
(In millions)2024202320242023
Refining & Marketing$298 $3,757 $2,383 $9,076 
Midstream1,275 1,136 3,796 3,550 
Corporate(224)(246)(675)(613)
Income from operations before items not allocated to segments1,349 4,647 5,504 12,013 
Items not allocated to segments:
Gain on sale of assets— 106 151 106 
Income from operations$1,349 $4,753 $5,655 $12,119 




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Capital Expenditures and Investments (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
(In millions)2024202320242023
Refining & Marketing$372 $255 $967 $919 
Midstream(a)
557 234 1,125 748 
Corporate(b)
21 33 63 107 
Total$950 $522 $2,155 $1,774 
(a)    The three and nine months ended September 30, 2024 include $228 million related to acquisitions of additional interests in BANGL, LLC and Wink to Webster Pipeline LLC.
(b)Includes capitalized interest of $14 million, $9 million, $38 million and $43 million for the third quarter 2024, the third quarter 2023, the first nine months of 2024 and the first nine months of 2023, respectively.

Refining & Marketing Operating Statistics (unaudited)

Dollar per Barrel of Net Refinery ThroughputThree Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Refining & Marketing margin(a)
$14.35 $26.16 $16.82 $24.80 
Less:
Refining operating costs(b)
5.30 5.14 5.44 5.32 
Distribution costs(c)
5.41 5.44 5.58 5.29 
Other (income) loss(d)
(0.18)(0.48)(0.35)(0.16)
Refining & Marketing segment adjusted EBITDA3.82 16.06 6.15 14.35 
Less:
Refining planned turnaround costs1.05 0.56 1.41 1.14 
Depreciation and amortization1.69 1.70 1.75 1.78 
Refining & Marketing income from operations$1.08 $13.80 $2.99 $11.43 
Fees paid to MPLX included in distribution costs above$3.65 $3.58 $3.72 $3.60 
(a)Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.
(b)Excludes refining planned turnaround and depreciation and amortization expense.
(c)Excludes depreciation and amortization expense.
(d)Includes income or loss from equity method investments, net gain or loss on disposal of assets and other income or loss.






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Refining & Marketing - Supplemental Operating DataThree Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Refining & Marketing refined product sales volume (mbpd)(a)
3,685 3,596 3,568 3,510 
Crude oil refining capacity (mbpcd)(b)
2,950 2,936 2,950 2,911 
Crude oil capacity utilization (percent)(b)
94 94 91 92 
Refinery throughputs (mbpd):
    Crude oil refined2,776 2,773 2,690 2,680 
    Other charge and blendstocks215 186 217 228 
Net refinery throughputs2,991 2,959 2,907 2,908 
Sour crude oil throughput (percent)42 46 44 44 
Sweet crude oil throughput (percent)58 54 56 56 
Refined product yields (mbpd):
    Gasoline1,494 1,511 1,464 1,506 
    Distillates1,111 1,061 1,066 1,040 
    Propane68 65 66 66 
    NGLs and petrochemicals212 202 205 196 
    Heavy fuel oil63 74 59 55 
    Asphalt83 87 82 84 
        Total3,031 3,000 2,942 2,947 
Inter-region refinery transfers excluded from throughput and yields above (mbpd) 87 80 83 56 
(a)Includes intersegment sales.
(b)Based on calendar day capacity, which is an annual average that includes downtime for planned maintenance and other normal operating activities.

Refining & Marketing - Supplemental Operating Data by Region (unaudited)
The per barrel for Refining & Marketing margin is calculated based on net refinery throughput (excludes inter-refinery transfer volumes). The per barrel for the refining operating costs, refining planned turnaround costs and refining depreciation and amortization for the regions, as shown in the tables below, is calculated based on the gross refinery throughput (includes inter-refinery transfer volumes).
Refining operating costs exclude refining planned turnaround costs and refining depreciation and amortization expense.

Gulf Coast RegionThree Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Dollar per barrel of refinery throughput:
Refining & Marketing margin$13.66 $22.30 $16.01 $22.34 
Refining operating costs3.96 4.16 4.18 4.05 
Refining planned turnaround costs0.67 0.86 1.41 1.20 
Refining depreciation and amortization1.39 1.30 1.43 1.39 




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Gulf Coast RegionThree Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Refinery throughputs (mbpd):
    Crude oil refined1,108 1,104 1,094 1,064 
    Other charge and blendstocks194 162 179 181 
Gross refinery throughputs1,302 1,266 1,273 1,245 
Sour crude oil throughput (percent)55 59 56 52 
Sweet crude oil throughput (percent)45 41 44 48 
Refined product yields (mbpd):
    Gasoline607 627 605 637 
    Distillates484 434 465 435 
    Propane38 36 37 37 
    NGLs and petrochemicals127 117 126 115 
    Heavy fuel oil60 66 52 34 
    Asphalt17 17 16 18 
        Total1,333 1,297 1,301 1,276 
Inter-region refinery transfers included in throughput and yields above (mbpd)66 55 53 33 

Mid-Continent RegionThree Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Dollar per barrel of refinery throughput:
Refining & Marketing margin$15.67 $25.38 $17.29 $25.37 
Refining operating costs5.36 4.74 5.22 5.06 
Refining planned turnaround costs1.80 0.26 1.37 0.82 
Refining depreciation and amortization1.49 1.48 1.53 1.53 
Refinery throughputs (mbpd):
    Crude oil refined1,129 1,149 1,106 1,124 
    Other charge and blendstocks74 73 77 70 
Gross refinery throughputs1,203 1,222 1,183 1,194 
Sour crude oil throughput (percent)22 25 25 26 
Sweet crude oil throughput (percent)78 75 75 74 
Refined product yields (mbpd):
    Gasoline624 629 617 619 
    Distillates429 439 419 428 
    Propane21 20 20 20 
    NGLs and petrochemicals53 55 50 51 
    Heavy fuel oil13 13 14 13 
    Asphalt65 69 65 66 
        Total1,205 1,225 1,185 1,197 
Inter-region refinery transfers included in throughput and yields above (mbpd)7 9 10 8 




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West Coast RegionThree Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Dollar per barrel of refinery throughput:
Refining & Marketing margin$13.07 $36.65 $17.67 $29.31 
Refining operating costs7.38 7.56 8.07 8.35 
Refining planned turnaround costs0.20 0.45 1.25 1.59 
Refining depreciation and amortization1.27 1.27 1.36 1.37 
Refinery throughputs (mbpd):
    Crude oil refined539 520 490 492 
    Other charge and blendstocks34 31 44 33 
Gross refinery throughputs573 551 534 525 
Sour crude oil throughput (percent)59 63 62 69 
Sweet crude oil throughput (percent)41 37 38 31 
Refined product yields (mbpd):
    Gasoline287 287 270 273 
    Distillates218 192 196 182 
    Propane9 9 9 9 
    NGLs and petrochemicals37 36 34 37 
    Heavy fuel oil28 33 29 29 
    Asphalt1 1 1 — 
        Total580 558 539 530 
Inter-region refinery transfers included in throughput and yields above (mbpd)14 16 20 15 

Midstream Operating Statistics (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Pipeline throughputs (mbpd)(a)
6,036 5,980 5,852 5,904 
Terminal throughputs (mbpd)3,268 3,228 3,132 3,167 
Gathering system throughputs (million cubic feet per day)(b)
6,737 6,257 6,527 6,258 
Natural gas processed (million cubic feet per day)(b)
9,775 8,961 9,572 8,835 
C2 (ethane) + NGLs fractionated (mbpd)(b)
635 613 644 596 
(a)Includes common-carrier pipelines and private pipelines contributed to MPLX. Excludes equity method affiliate pipeline volumes.
(b)Includes operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for partnership-operated equity method investments.




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Select Financial Data (unaudited)
September 30, 
2024		June 30, 
2024
(in millions of dollars)
Cash and cash equivalents
$
4,002 
$
4,441 
Short-term investments1,141 4,058 
Total consolidated debt(a)
28,220 28,937 
MPC debt
6,134 6,865 
MPLX debt
22,086 22,072 
Redeemable noncontrolling interest
203 202 
Equity
25,509 27,886 
(in millions)
Shares outstanding
325 341 
(a)    Net of unamortized debt issuance costs and unamortized premium/discount, net.
Non-GAAP Financial Measures
Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP. The non-GAAP financial measures we use are as follows:
Adjusted Net Income Attributable to MPC and Adjusted Diluted Income Per Share
Adjusted net income attributable to MPC is defined as net income attributable to MPC excluding the items in the table below, along with their related income tax effect. We have excluded these items because we believe that they are not indicative of our core operating performance. Adjusted diluted income per share is defined as adjusted net income attributable to MPC divided by the number of weighted-average shares outstanding in the applicable period, assuming dilution.
We believe the use of adjusted net income attributable to MPC and adjusted diluted income per share provides us and our investors with important measures of our ongoing financial performance to better assess our underlying business results and trends. Adjusted net income attributable to MPC or adjusted diluted income per share should not be considered as a substitute for, or superior to net income attributable to MPC, diluted net income per share or any other measure of financial performance presented in accordance with GAAP. Adjusted net income attributable to MPC and adjusted diluted income per share may not be comparable to similarly titled measures reported by other companies.






12

Reconciliation of Net Income Attributable to MPC to Adjusted Net Income Attributable to MPC (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
(In millions)
2024202320242023
Net income attributable to MPC$622 $3,280 $3,074 $8,230 
Pre-tax adjustments:
Garyville incident response costs— 63 — 63 
Gain on sale of assets— (106)(151)(106)
Tax impact of adjustments(a)
— 9 23 9 
Non-controlling interest impact of adjustments
— (22)55 (22)
Adjusted net income attributable to MPC$622 $3,224 $3,001 $8,174 
Diluted income per share$1.87 $8.28 $8.83 $19.57 
Adjusted diluted income per share
$1.87 $8.14 $8.62 $19.44 
Weighted average diluted shares outstanding332 396 348 420 
(a)Income taxes for the three and nine months ended September 30, 2024 were calculated by applying a federal statutory rate and a blended state tax rate to the pre-tax adjustments after non-controlling interest. The corresponding adjustments to reported income taxes are shown in the table above.

Adjusted EBITDA
Amounts included in net income (loss) attributable to MPC and excluded from adjusted EBITDA include (i) net interest and other financial costs; (ii) provision/benefit for income taxes; (iii) noncontrolling interests; (iv) depreciation and amortization; (v) refining planned turnaround costs and (vi) other adjustments as deemed necessary, as shown in the table below. We believe excluding turnaround costs from this metric is useful for comparability to other companies as certain of our competitors defer these costs and amortize them between turnarounds.
Adjusted EBITDA is a financial performance measure used by management, industry analysts, investors, lenders, and rating agencies to assess the financial performance and operating results of our ongoing business operations. Additionally, we believe adjusted EBITDA provides useful information to investors for trending, analyzing and benchmarking our operating results from period to period as compared to other companies that may have different financing and capital structures. Adjusted EBITDA should not be considered as a substitute for, or superior to income (loss) from operations, net income attributable to MPC, income before income taxes, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.




13

Reconciliation of Net Income Attributable to MPC to Adjusted EBITDA (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
(In millions)
2024202320242023
Net income attributable to MPC$622 $3,280 $3,074 $8,230 
Net income attributable to noncontrolling interests393 351 1,208 1,065 
Provision for income taxes113 1,004 779 2,410 
Net interest and other financial costs
221 118 594 414 
Depreciation and amortization
846 845 2,511 2,479 
Refining planned turnaround costs
290 153 1,121 902 
Garyville incident response costs— 63 — 63 
Gain on sale of assets
— (106)(151)(106)
Adjusted EBITDA
$2,485 $5,708 $9,136 $15,457 





14

Refining & Marketing Margin
Refining & Marketing margin is defined as sales revenue less cost of refinery inputs and purchased products. We use and believe our investors use this non-GAAP financial measure to evaluate our Refining & Marketing segment’s operating and financial performance as it is the most comparable measure to the industry’s market reference product margins. This measure should not be considered a substitute for, or superior to, Refining & Marketing gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculation thereof may not be comparable to similarly titled measures reported by other companies.
Reconciliation of Refining & Marketing Segment Adjusted EBITDA to Refining & Marketing Gross Margin and Refining & Marketing Margin (unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
(In millions)2024202320242023
Refining & Marketing segment adjusted EBITDA$1,053 $4,373 $4,899 $11,389 
Plus (Less):
Depreciation and amortization(465)(463)(1,395)(1,411)
Refining planned turnaround costs(290)(153)(1,121)(902)
Selling, general and administrative expenses651 658 1,950 1,846 
Income from equity method investments(43)(24)(85)(5)
 Net (gain) loss on disposal of assets1 (1)1 (4)
Other income(16)(313)(309)(605)
Refining & Marketing gross margin891 4,077 3,940 10,308 
Plus (Less):
Operating expenses (excluding depreciation and amortization)2,809 2,608 8,590 8,101 
Depreciation and amortization465 463 1,395 1,411 
Gross margin excluded from and other income included in Refining & Marketing margin(a)
(143)51 (322)79 
Other taxes included in Refining & Marketing margin(73)(77)(205)(217)
Refining & Marketing margin$3,949 $7,122 $13,398 $19,682 
Refining & Marketing margin by region:
Gulf Coast$1,554 $2,483 $5,356 $7,393 
Mid-Continent1,724 2,834 5,555 8,213 
West Coast671 1,805 2,487 4,076 
Refining & Marketing margin$3,949 $7,122 $13,398 $19,682 
(a)Reflects the gross margin, excluding depreciation and amortization, of other related operations included in the Refining & Marketing segment and processing of credit card transactions on behalf of certain of our marketing customers, net of other income.





15
v3.24.3
Document and Entity Information
Nov. 05, 2024
Cover [Abstract]  
Entity Central Index Key 0001510295
Amendment Flag false
Document Type 8-K
Document Period End Date Nov. 05, 2024
Entity Registrant Name Marathon Petroleum Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 001-35054
Entity Tax Identification Number 27-1284632
Entity Address, Address Line One 539 South Main Street
Entity Address, City or Town Findlay
Entity Address, State or Province OH
Entity Address, Postal Zip Code 45840
City Area Code 419
Local Phone Number 422-2121
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $.01
Trading Symbol MPC
Security Exchange Name NYSE
Entity Emerging Growth Company false
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