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Cover and table of contents

Table of Contents

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 September 30, 2024

OR

☐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)

Delaware27-1284632
(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 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 (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 321,388,952 shares of Marathon Petroleum Corporation common stock outstanding as of October 31, 2024.

Table of Contents

Table of Contents

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)9
1. Description of the Business and Basis of Presentation9
2. Accounting Standards and Disclosure Rules9
3. Short-Term Investments10
4. Master Limited Partnership11
5. Variable Interest Entities11
6. Related Party Transactions12
7. Earnings Per Share13
8. Equity13
9. Segment Information14
10. Net Interest and Other Financial Costs16
11. Income Taxes16
12. Inventories16
13. Equity Method Investments16
14. Property, Plant and Equipment (PP&E)17
15. Fair Value Measurements18
16. Derivatives19
17. Debt20
18. Revenue21
19. Supplemental Cash Flow Information21
20. Other Current Liabilities22
21. Accumulated Other Comprehensive Income (Loss)22
22. Pension and Other Postretirement Benefits23
23. Commitments and Contingencies23
24. Subsequent Events25
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3.Quantitative and Qualitative Disclosures about Market Risk47
Item 4.Controls and Procedures48
PART II - OTHER INFORMATION
Item 1.Legal Proceedings49
Item 1A.Risk Factors49
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds49
Item 5.Other Information50
Item 6.Exhibits51
Signatures52

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.

Table of Contents

Glossary of Terms

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

ANSAlaska North Slope crude oil, an oil index benchmark price
ASUAccounting Standards Update
barrelOne stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
CARBCalifornia Air Resources Board
CARBOBCalifornia Reformulated Gasoline Blendstock for Oxygenate Blending
CBOBConventional Gasoline Blendstock for Oxygenate Blending
CECCalifornia Energy Commission
EBITDAEarnings Before Interest, Tax, Depreciation and Amortization (a non-GAAP financial measure)
EPAU.S. Environmental Protection Agency
FASBFinancial Accounting Standards Board
GAAPAccounting principles generally accepted in the United States
LIFOLast in, first out, an inventory costing method
mbpdThousand barrels per day
MEHMagellan East Houston crude oil, an oil index benchmark price
MMBtuOne million British thermal units
NGLNatural gas liquids, such as ethane, propane, butanes and natural gasoline
NYMEXNew York Mercantile Exchange
RFS2Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
RINRenewable Identification Number
SECU.S. Securities and Exchange Commission
ULSDUltra-low sulfur diesel
USGCU.S. Gulf Coast
VIEVariable interest entity
WTIWest Texas Intermediate crude oil, an oil index benchmark price

Table of Contents

PART I – FINANCIAL INFORMATION

Next: Item 1. Financial Statements