Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section should also be read in conjunction with the unaudited consolidated financial 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, 2023.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, particularly Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or 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 emissions and intensity, freshwater withdraw intensity, diversity and inclusion and ESG reporting;

• future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;

• the success or timing of completion of ongoing or anticipated capital or maintenance projects;

• business strategies, growth opportunities and expected investments, including plans to improve commercial performance, lower costs and optimize our asset portfolio;

• consumer demand for refined products, natural gas, renewables and natural gas liquids, such as ethane, propane, butanes and natural gasoline;

• the timing, amount and form of any future capital return transactions, including dividends and share repurchases by MPC or distributions and unit repurchases by MPLX; and

• the anticipated effects of actions of third parties such as competitors, activist investors, federal, foreign, state or local regulatory authorities, or plaintiffs in litigation.

Our forward-looking statements are not guarantees of future performance, and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the 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. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

• general economic, political or regulatory developments, including inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs or renewables, or taxation;

• the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, renewables, NGLs and other feedstocks;

• disruptions in credit 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 to effect any share repurchases or to maintain or increase the dividend;

• 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, or renewables;

• volatility in or 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;

• our ability to comply with federal and state environmental, economic, health and safety, energy and other policies and regulations and enforcement actions initiated thereunder;

• adverse market conditions or other risks affecting MPLX;

• refining industry overcapacity or under capacity;

• foreign imports and exports of crude oil, refined products, natural gas and NGLs;

• changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products or renewables;

• non-payment or non-performance by our customers;

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• changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks, refined products and renewables;

• the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;

• political and economic conditions in nations that consume refined products, natural gas, renewables and NGLs, including the United States and Mexico, and in crude oil producing regions, including the Middle East, Russia, Africa, Canada and South America;

• actions taken by our competitors, including pricing adjustments, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;

• completion of pipeline projects within the United States;

• changes in fuel and utility costs for our facilities;

• industrial incidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, means of transportation, or those of our suppliers or customers;

• acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs, refined products or renewables;

• political pressure and influence of environmental groups and other stakeholders that are adverse to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs, other hydrocarbon-based products or renewables;

• labor and material shortages;

• the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate 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 development activities;

• 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 sustainable energy strategy and principles and achieve our ESG goals and targets within the expected timeframe, if at all;

• the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors;

• personnel changes; and

• the imposition of windfall profit taxes, maximum margin penalties or minimum inventory requirements 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 10-K for the year ended December 31, 2023. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

EXECUTIVE SUMMARY

Business Update

Our third quarter results reflect a lower margin environment versus the third quarter of 2023. Margin volatility in the third quarter reflected steady demand for gasoline and diesel and growing demand for jet fuel while refining utilization remained high supported by a light turnaround season and limited seasonal supply interruptions. Longer term, demand growth is expected to exceed the net supply impact from limited capacity additions through the end of the decade and announced and expected refinery rationalizations. We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment 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 regulations contemplated or issued thereunder, “SB X1-2”), which authorizes the CEC to establish a “maximum gross gasoline refining margin” with respect to refining activities in California, as well as establish penalties for refiners for exceeding the yet to be issued margin cap. The law further expands on existing reporting requirements for refiners to the CEC. In October 2024, California’s governor signed Assembly Bill No.1 (such statute, together with any regulations contemplated or issued thereunder, “AB X2-1”), into law, authorizing the CEC to require that petroleum refiners maintain a minimum inventory of transportation fuels as well as require petroleum refiners to plan for resupply during scheduled maintenance. We will evaluate the impact 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 and results of operations when SB X1-2 or AB X2-1 are fully implemented.

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Strategic Updates

Midstream Growth Transactions

On July 31, 2024, MPLX exercised its right of first offer under the BANGL, LLC joint venture agreement to purchase an additional 20 percent ownership interest in BANGL, LLC for $210 million cash, increasing total ownership interest to 45 percent. BANGL is a natural gas liquids pipeline system connecting the Delaware and Midland basins to the fractionation market in Sweeny, Texas.

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”). The combined platform connects Permian supply to incremental LNG export markets and supports the development of additional pipeline projects. 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 at closing and received a cash distribution of $134 million, recorded as a return of capital, related to the dilution of the ownership interest.

On March 22, 2024, MPLX used $625 million of cash 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 OGC and a direct interest in 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.

See Note 13 to the unaudited consolidated financial statements for additional information on these transactions.

Share Repurchase Authorization

On November 5, 2024, we announced that our board of directors approved a $5.0 billion share repurchase authorization that is in addition to the $5.0 billion share repurchase authorization announced on April 30, 2024. The share repurchase authorizations have no expiration date. Future repurchases under these authorizations will depend on the macro environment, cash available after opportunities for capital investment and growth of the business and market conditions. As of September 30, 2024, MPC had $4.04 billion remaining under the April 2024 share repurchase authorization.

See Notes 8 and 24 to the unaudited consolidated financial statements for further discussion of our share repurchase authorizations.

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Results

Our CODM evaluates the performance of our segments using segment adjusted EBITDA. 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) are not tied to the operational performance of the segment.

Select results are reflected in the following table.

			Three Months Ended September 30,												Nine Months Ended September 30,
(Millions of dollars)			2024						2023						2024						2023
Segment adjusted EBITDA for reportable segments
Refining & Marketing			$	1,053					$	4,373					$	4,899					$	11,389
Midstream			1,628						1,539						4,837						4,601
Total reportable segments			$	2,681					$	5,912					$	9,736					$	15,990
Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes
Total reportable segments			$	2,681					$	5,912					$	9,736					$	15,990
Corporate			(196)						(204)						(600)						(533)
Refining planned turnaround costs			(290)						(153)						(1,121)						(902)
Garyville incident response costs			—						(63)						—						(63)
Gain on sale of assets(a)			—						106						151						106
Depreciation and amortization			(846)						(845)						(2,511)						(2,479)
Net interest and other financial costs			(221)						(118)						(594)						(414)
Income before income taxes			$	1,128					$	4,635					$	5,061					$	11,705
Net income attributable to MPC per diluted share			$	1.87					$	8.28					$	8.83					$	19.57

(a)The first nine months of 2024 includes the gain from the Whistler Joint Venture Transaction. See Note 13 to the unaudited consolidated financial statements for additional information. 2023 includes the gain on the sale of MPC’s 25 percent interest in South Texas Gateway.

Net income attributable to MPC was $622 million, or $1.87 per diluted share, in the third quarter of 2024 compared to $3.28 billion, or $8.28 per diluted share, for the third quarter of 2023 and $3.07 billion, or $8.83 per diluted share, in the first nine months of 2024 compared to $8.23 billion, or $19.57 per diluted share, in the first nine months of 2023. The decreases in net income attributable to MPC were largely due to lower Refining & Marketing margins, partially offset by decreases in provisions for income taxes.

Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the third quarter of 2024 as compared to the third quarter of 2023 and the first nine months of 2024 compared to the first nine months of 2023.

MPLX

We owned approximately 647 million MPLX common units as of September 30, 2024, with a market value of $28.78 billion based on the September 30, 2024 closing price of $44.46 per common unit. On October 29, 2024, MPLX declared a quarterly cash distribution of $0.9565 per common unit payable on November 15, 2024, to unitholders of record on November 8, 2024. This represents a 12.5 percent increase over the prior quarter distribution. MPC’s portion of this distribution is approximately $619 million.

We received limited partner distributions of $1.65 billion from MPLX in the nine months ended September 30, 2024 and $1.51 billion in the nine months ended September 30, 2023.

During the nine months ended September 30, 2024, MPLX repurchased approximately 6 million MPLX common units at an average cost per unit of $41.32 and paid $226 million of cash. As of September 30, 2024, approximately $620 million remained available under the authorization for future unit repurchases.

See Note 4 to the unaudited consolidated financial statements for additional information on MPLX.

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OVERVIEW OF SEGMENTS

Refining & Marketing

Refining & Marketing segment adjusted EBITDA depends largely on our refinery throughput, Refining & Marketing margin, refining operating costs and distribution costs.

Refining & Marketing margin is the difference 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 difference between market prices for refined products and crude oil, commonly used by the industry as a proxy for the refining margin. Crack spreads can fluctuate significantly, particularly when prices of refined products do not move in the same relationship as the cost of crude oil. As a performance benchmark and a comparison with other industry participants, we calculate Gulf Coast, Mid-Continent and West Coast crack spreads that we believe most closely track our operations and slate of products. The following are used for these crack spread calculations:

• The Gulf Coast crack spread uses three barrels of MEH crude producing two barrels of USGC CBOB 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; and

• The West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel 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 sour differential, can vary significantly, causing our Refining & Marketing margin to differ from blended crack spreads. In general, larger sweet and sour differentials will enhance our Refining & Marketing margin.

Future crude oil differentials will be dependent on a variety of market and economic factors, as well 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 in market conditions.

(Millions of dollars)
Blended crack spread sensitivity(a) (per $1.00/barrel change)						$	1,080
Sour differential sensitivity(b) (per $1.00/barrel change)						500
Sweet differential sensitivity(c) (per $1.00/barrel change)						500
Natural gas price sensitivity(d) (per $1.00/MMBtu)						330

(a)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, and assumes all other differentials and pricing relationships remain unchanged.

(b)Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2024 will be sour crude.

(c)Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland. We assume approximately 50 percent of the crude processed at our refineries in 2024 will be sweet crude.

(d)This is consumption-based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.

In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as:

• the selling prices realized for refined products;

• the types of 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 potential impact of LIFO charges due to changes in historic inventory levels; and

• the cost of purchasing RINs in the open market to comply with RFS2 requirements.

Refining & Marketing segment adjusted EBITDA is also affected by changes in refining operating costs in addition to committed distribution costs. Changes in operating 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 negatively impact segment adjusted EBITDA in periods when throughput or sales are lower or refineries are idled.

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We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX, which is reported in our Midstream segment, provides transportation, storage, distribution and marketing services to our Refining & Marketing segment. Certain of these agreements include commitments for minimum quarterly throughput and distribution volumes of crude oil and refined products and minimum storage volumes of crude oil, refined products and other products. Certain other agreements include commitments to pay for 100 percent of available capacity for certain marine transportation and refining logistics assets.

Midstream

Our Midstream segment gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products, principally for our Refining & Marketing segment. Additionally, the segment markets refined products. The profitability of our pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines. The profitability of our marine operations primarily depends on the quantity and availability of our vessels and barges. The profitability of our terminal operations primarily depends on the throughput volumes at our terminals. The profitability of our fuels distribution services primarily depends on the sales volumes of certain refined products. The profitability of our refining logistics operations depends on the quantity and availability of our refining logistics assets. A majority of the crude oil and refined product shipments on our pipelines and marine vessels, the throughput at our terminals and refining logistics assets serve our Refining & Marketing segment and our fuels distribution services are used solely by our Refining & Marketing segment. As discussed above in the Refining & Marketing section, MPLX, which is reported in our Midstream segment, has various long-term, fee-based commercial agreements related to services provided to our Refining & Marketing segment. Under these agreements, MPLX has received various commitments of minimum throughput, storage and distribution volumes as well as commitments to pay for all available capacity of certain assets. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines, terminals and marine operations. Key factors in this supply and demand balance are the production levels of crude oil by producers in various regions or fields, the availability and cost of alternative modes of transportation, the volumes of crude oil processed at refineries and refinery and transportation system maintenance levels. The volume of refined products that we transport, store, distribute and market is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines and marine operations. In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.

Our Midstream segment also gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Our Midstream segment profitability is affected by prevailing commodity prices primarily as a result of processing at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.

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RESULTS OF OPERATIONS

The following discussion includes comments and analysis relating to our results of operations. This discussion should be read in conjunction with Item 1. Financial Statements and is intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

Consolidated Results of Operations

						Three Months Ended September 30,																		Nine Months Ended September 30,
(Millions of dollars)						2024						2023						Variance						2024						2023						Variance
Revenues and other income:
Sales and other operating revenues						$	35,107					$	40,917					$	(5,810)					$	105,727					$	112,124					$	(6,397)
Income from equity method investments						219						215						4						796						547						249
Net gain (loss) on disposal of assets						(2)						110						(112)						17						126						(109)
Other income						49						341						(292)						406						687						(281)
Total revenues and other income						35,373						41,583						(6,210)						106,946						113,484						(6,538)
Costs and expenses:
Cost of revenues (excludes items below)						32,144						34,928						(2,784)						95,682						95,984						(302)
Depreciation and amortization						846						845						1						2,511						2,479						32
Selling, general and administrative expenses						815						824						(9)						2,417						2,219						198
Other taxes						219						233						(14)						681						683						(2)
Total costs and expenses						34,024						36,830						(2,806)						101,291						101,365						(74)
Income from operations						1,349						4,753						(3,404)						5,655						12,119						(6,464)
Net interest and other financial costs						221						118						103						594						414						180
Income before income taxes						1,128						4,635						(3,507)						5,061						11,705						(6,644)
Provision for income taxes						113						1,004						(891)						779						2,410						(1,631)
Net income						1,015						3,631						(2,616)						4,282						9,295						(5,013)
Less net income attributable to:
Redeemable noncontrolling interest						6						25						(19)						21						71						(50)
Noncontrolling interests						387						326						61						1,187						994						193
Net income attributable to MPC						$	622					$	3,280					$	(2,658)					$	3,074					$	8,230					$	(5,156)

Third Quarter 2024 Compared to Third Quarter 2023

Net income attributable to MPC decreased $2.66 billion in the third quarter of 2024 compared to the third quarter of 2023 primarily due to lower Refining & Marketing margins, partially offset by a decreased provision for income taxes.

Revenues and other income decreased $6.21 billion primarily due to:

• decreased sales and other operating revenues of $5.81 billion primarily due to decreased Refining & Marketing segment average refined product sales prices of $0.45 per gallon, partially offset by increased refined product sales volumes of 89 mbpd;

• decreased net gain on disposal of assets of $112 million primarily due to the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway in the third quarter of 2023; and

• decreased other income of $292 million mainly due to lower income on RIN sales and the absence of insurance proceeds received in the third quarter of 2023.

Costs and expenses decreased $2.81 billion primarily due to:

• decreased cost of revenues of $2.78 billion primarily due to lower crude oil costs and decreases in finished product purchases; and

• decreased selling, general and administrative expenses of $9 million primarily due to a decrease in equity compensation of $72 million, partially offset by increases in office expenses of $20 million, salaries and employee related costs of $16 million, contract services of $14 million and legal expenses of $13 million.

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Net interest and other financial costs increased $103 million largely due to decreased interest income, primarily on lower short-term investments, and increases in interest expense, mainly due to higher MPLX borrowings, currency exchange losses and non-service pension costs.

We recorded a combined federal, state and foreign income tax provision of $113 million for the three months ended September 30, 2024, 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 $1.0 billion for the three months ended September 30, 2023, which was higher than the U.S. statutory rate primarily due to state taxes offset by permanent tax benefits related to net income attributable to noncontrolling interests and foreign derived intangible income.

Net income attributable to noncontrolling interests increased $61 million primarily due to an increase in MPLX’s net income in the third quarter of 2024. See further discussion in the Midstream Segment Results section.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Net income attributable to MPC decreased $5.16 billion in the first nine months of 2024 compared to the first nine months of 2023 primarily due to lower Refining & Marketing margins, partially offset by a decreased provision for income taxes.

Revenues and other income decreased $6.54 billion primarily due to:

• decreased sales and other operating revenues of $6.40 billion primarily due to decreased Refining & Marketing segment average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 58 mbpd;

• increased income from equity method investments of $249 million primarily due to the gain on sale of assets resulting from the Whistler Joint Venture Transaction and increased income from our Martinez Renewables joint venture;

• decreased net gain on disposal of assets of $109 million primarily due to the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway in the first nine months of 2023; and

• decreased other income of $281 million mainly due to lower income on RINs sales, partially offset by higher insurance proceeds.

Costs and expenses decreased $74 million primarily due to:

• decreased cost of revenues of $302 million primarily due to decreased crude oil costs and finished product purchases, partially offset by higher contract services and material and supply expenses related to increased turnaround activity; and

• increased selling, general and administrative expenses of $198 million largely due to increases in contract services costs of $59 million, salaries and employee related costs of $48 million and $30 million of expense related to decommissioning of non-operating assets.

Net interest and other financial costs increased $180 million largely due to decreased interest income, primarily on lower short-term investments, and increases in non-service pension costs, interest expense, mainly due to higher MPLX borrowings, and currency exchange losses.

We recorded a combined federal, state and foreign income tax provision of $779 million for the nine months ended 2024, 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 $2.41 billion for the nine months ended 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.

Net income attributable to noncontrolling interests increased $193 million primarily due to an increase in MPLX’s net income in the first nine months of 2024. See further discussion in the Midstream Segment Results section.

Segment Results

We classify our business in the following reportable segments: Refining & Marketing and Midstream. Segment adjusted EBITDA represents adjusted EBITDA attributable to the reportable segments. 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) are not tied to the operational performance of the segment.

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The following shows the percentage of segment adjusted EBITDA by segment for the nine months ended September 30, 2024 and 2023.

Nine months ended September 30, 2024 Nine months ended September 30, 2023

Refining & Marketing

The following includes key financial and operating data for the third quarter of 2024 compared to the third quarter of 2023 and the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

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(a)Includes intersegment sales to Midstream and sales destined for export.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2024						2023						2024						2023
Refining & Marketing Operating Statistics
Net refinery throughput (mbpd)						2,991						2,959						2,907						2,908
Refining & Marketing margin per barrel(a)(b)						$	14.35					$	26.16					$	16.82					$	24.80
Less:
Refining operating costs per barrel(c)						5.30						5.14						5.44						5.32
Distribution costs per barrel(d)						5.41						5.44						5.58						5.29
Other income per barrel(e)						(0.18)						(0.48)						(0.35)						(0.16)
Refining & Marketing segment adjusted EBITDA per barrel						$	3.82					$	16.06					$	6.15					$	14.35
Less:
Refining planned turnaround costs per barrel						1.05						0.56						1.41						1.14
Depreciation and amortization per barrel						1.69						1.70						1.75						1.78
Refining & Marketing segment income per barrel						$	1.08					$	13.80					$	2.99					$	11.43
Per barrel 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)See “Non-GAAP Financial Measure” section for reconciliation and further information regarding this non-GAAP financial measure.

(c)Refining operating costs exclude planned turnaround and depreciation and amortization expense.

(d)Distribution costs exclude depreciation and amortization expense.

(e)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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The following information presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment. The benchmark crack spreads below do not reflect the market cost of RINs necessary to meet EPA renewable volume obligations for attributable products under the Renewable Fuel Standard.

						Three Months Ended September 30,												Nine Months Ended September 30,
						2024						2023						2024						2023
Benchmark Spot Prices (dollars per gallon)
Chicago CBOB unleaded regular gasoline						$	2.20					$	2.51					$	2.23					$	2.44
Chicago ULSD						2.30						2.71						2.39						2.63
USGC CBOB unleaded regular gasoline						2.11						2.58						2.21						2.44
USGC ULSD						2.24						2.96						2.43						2.74
LA CARBOB						2.36						3.30						2.56						2.93
LA CARB diesel						2.30						3.36						2.50						2.89
Market Indicators (dollars per barrel)
WTI						$	75.27					$	82.22					$	77.61					$	77.28
MEH						76.52						84.01						79.24						78.81
ANS						79.00						88.02						82.32						81.82
Crack Spreads:
Mid-Continent WTI 3-2-1						$	15.62					$	20.71					$	15.92					$	21.51
USGC MEH 3-2-1						10.14						22.52						13.12						20.10
West Coast ANS 3-2-1						15.32						44.04						20.91						32.81
Blended 3-2-1(a)						13.27						26.10						15.69						23.21
Crude Oil Differentials:
Sweet						$	(1.19)					$	(0.66)					$	(1.33)					$	(0.23)
Sour						(3.92)						(3.97)						(4.56)						(6.31)

(a) 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.

Third Quarter 2024 Compared to Third Quarter 2023

Refining & Marketing segment revenues decreased $5.84 billion primarily due to decreased average refined product sales prices of $0.45 per gallon, partially offset by increased refined product sales volumes of 89 mbpd.

Net refinery throughput increased 32 mbpd during the third quarter of 2024.

Refining & Marketing segment adjusted EBITDA decreased $3.32 billion primarily due to decreases in per barrel margins. Refining & Marketing 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.

Refining & Marketing margin was $14.35 per barrel for the third quarter of 2024 compared to $26.16 per barrel for the third quarter of 2023. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $4 billion on Refining & Marketing margin for the third quarter of 2024 compared to the third quarter of 2023, primarily due to lower crack spreads. Our reported Refining & Marketing margin 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, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net positive effect of approximately $300 million on Refining & Marketing segment adjusted EBITDA in the third quarter of 2024 compared to the third quarter of 2023.

For the three months ended September 30, 2024, refining operating costs, excluding depreciation and amortization, increased $56 million, or $0.16 per barrel, primarily due to higher maintenance costs and expenses for projects conducted during turnaround activity.

Distribution costs, excluding depreciation and amortization, include fees paid to MPLX of $1.0 billion and $975 million for the third quarter of 2024 and 2023, respectively.

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Other income decreased $84 million, or $0.30 per barrel, largely due to the absence of insurance proceeds received in the third quarter of 2023.

Refining planned turnaround costs increased $0.49 per barrel, or $137 million, 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 $253 million and $561 million in the third quarter of 2024 and 2023, respectively. The RINs expense is included in Refining & Marketing margin. The decrease in the third quarter of 2024 was primarily due to decreased RIN sales and average RINs prices in addition to increased RINs generated and acquired from our Martinez Renewables joint venture, partially offset by an increased RIN obligation.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Refining & Marketing segment revenues decreased $6.51 billion primarily due to decreased average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 58 mbpd.

Net refinery throughput was 2,907 mbpd in the first nine months of 2024, which was comparable to the first nine months of 2023.

Refining & Marketing segment adjusted EBITDA decreased $6.49 billion primarily driven by decreases in per barrel margins. Refining & Marketing segment adjusted EBITDA was $6.15 per barrel for the first nine months of 2024, versus $14.35 per barrel for the first nine months of 2023.

Refining & Marketing margin was $16.82 per barrel for the first nine months of 2024 compared to $24.80 per barrel for the first nine months of 2023. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $6 billion on Refining & Marketing margin for the first nine months of 2024 compared to the first nine months of 2023, primarily due to lower crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, market structure on our crude oil acquisition prices, RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net positive effect of approximately $20 million on Refining & Marketing segment income in the first nine months of 2024 compared to the first nine months of 2023.

For the nine months ended September 30, 2024, refining operating costs, excluding depreciation and amortization, increased $110 million, or $0.12 per barrel, primarily driven by higher expenses for projects conducted during turnaround activity.

Distribution costs, excluding depreciation and amortization, increased $246 million for the first nine months of 2024, or $0.29 per barrel, and include fees paid to MPLX of $2.96 billion and $2.86 billion for the first nine months of 2024 and 2023, respectively. The increase was primarily due to higher pipeline tariff rates and logistics fee escalations.

Other income increased $150 million, or $0.19 per barrel, largely due to insurance proceeds and increased income from our Martinez Renewables joint venture.

Refining planned turnaround costs increased $219 million, or $0.27 per barrel, 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 $847 million and $1.72 billion in the first nine months of 2024 and 2023, respectively. The RINs expense is included in Refining & Marketing margin. The decrease in the first nine months of 2024 was primarily due to decreased average RINs prices, increased RINs generated and acquired from our Martinez Renewables joint venture and lower RIN sales.

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Supplemental Refining & Marketing Statistics

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Refining & Marketing Operating Statistics
Crude oil capacity utilization percent(a)			94						94						91						92
Refinery throughput (mbpd):
Crude oil refined			2,776						2,773						2,690						2,680
Other charge and blendstocks			215						186						217						228
Net refinery throughput			2,991						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):
Gasoline(b)			1,494						1,511						1,464						1,506
Distillates(b)			1,111						1,061						1,066						1,040
Propane			68						65						66						66
NGLs and petrochemicals(b)			212						202						205						196
Heavy fuel oil			63						74						59						55
Asphalt			83						87						82						84
Total			3,031						3,000						2,942						2,947
Refined product export sales volumes (mbpd)(c)			380						325						347						306

(a)Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.

(b)Product yields include renewable production.

(c)Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volume amounts.

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Midstream

The following includes key financial and operating data for the third quarter of 2024 compared to the third quarter of 2023 and the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

(a)On owned common-carrier pipelines, excluding equity method investments.

(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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						Three Months Ended September 30,												Nine Months Ended September 30,
Benchmark Prices						2024						2023						2024						2023
Natural Gas NYMEX HH (per MMBtu)						$	2.23					$	2.66					$	2.22					$	2.58
C2 + NGL Pricing (per gallon)(a)						$	0.67					$	0.68					$	0.70					$	0.69

(a)C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, 6 percent iso-butane, 12 percent normal butane and 12 percent natural gasoline.

Third Quarter 2024 Compared to Third Quarter 2023

In the third quarter of 2024, Midstream segment adjusted EBITDA increased $89 million mainly due to increased sales and operating revenues of $74 million resulting from higher rates and volumes, including growth from equity method affiliates, and contributions from recently acquired assets in the Utica and Permian basins.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Midstream segment adjusted EBITDA increased $236 million in the first nine months of 2024 primarily due to increased sales and operating revenues of $320 million resulting from rate escalations, higher natural gas gathering and processing volumes and contributions from recently acquired assets.

Corporate

(millions of dollars)						Three Months Ended September 30,												Nine Months Ended September 30,
						2024						2023						2024						2023
Corporate(a)						$	(224)					$	(246)					$	(675)					$	(613)

(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $28 million and $42 million for the third quarter of 2024 and 2023, respectively, and $75 million and $80 million for the nine months ended September 30, 2024 and 2023, respectively.

Third Quarter 2024 Compared to Third Quarter 2023

In the third quarter of 2024, corporate expenses decreased $22 million primarily due to a decrease in equity compensation of approximately $43 million.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Corporate expenses increased $62 million in the first nine months of 2024 largely due to $30 million of expense related to decommissioning of non-operating assets.

Items not Allocated to Segments

(millions of dollars)						Three Months Ended September 30,												Nine Months Ended September 30,
						2024						2023						2024						2023
Items not allocated to segments:
Gain on sale of assets						$	—					$	106					$	151					$	106

Third Quarter 2024 Compared to Third Quarter 2023

Gain on sale of assets includes the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway in the third quarter of 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Gain on sale of assets in the first nine months of 2024 includes $151 million resulting from the Whistler Joint Venture Transaction. See Note 13 to the unaudited consolidated financial statements for additional information on this transaction.

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Non-GAAP Financial Measure

Management uses a financial measure to evaluate our operating performance that is calculated and presented on the basis of a methodology other than in accordance with GAAP. The non-GAAP financial measure we use is as follows:

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 calculations 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

									Three Months Ended September 30,												Nine Months Ended September 30,
(Millions of dollars)									2024						2023						2024						2023
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 expenses									651						658						1,950						1,846
Income from equity method investments									(43)						(24)						(85)						(5)
Net (gain) loss on disposal of assets									1						(1)						1						(4)
Other income									(16)						(313)						(309)						(605)
Refining & Marketing gross margin									891						4,077						3,940						10,308
Plus (Less):
Operating expenses (excluding depreciation and amortization)									2,809						2,608						8,590						8,101
Depreciation and amortization									465						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

(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.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our consolidated cash and cash equivalents balance was approximately $4.0 billion at September 30, 2024 compared to $5.44 billion at December 31, 2023. Net cash provided by (used in) operating activities, investing activities and financing activities are presented in the following table.

						Nine Months Ended September 30,
(Millions of dollars)						2024						2023
Net cash provided by (used in):
Operating activities						$	6,458					$	12,994
Investing activities						1,227						(2,131)
Financing activities						(9,127)						(11,038)
Total decrease in cash						$	(1,442)					$	(175)

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Operating Activities

Net cash provided by operating activities decreased $6.54 billion in the first nine months of 2024 compared to the first nine months of 2023. The change in net cash provided by operating activities was primarily due to a decrease in operating results and an unfavorable change in working capital of $1.92 billion, when comparing the change in working capital in both periods.

For the first nine months of 2024, changes in working capital, excluding changes in short-term debt, were a net $27 million use of cash primarily due to the effects of decreasing energy commodity volumes and prices at the end of the period on working capital. Current receivables decreased primarily due to decreases in crude oil and refined product volumes and prices. Accounts payable decreased primarily due to decreases in crude oil volumes. Inventories increased primarily due to increases in refined product and crude oil inventory volumes. Additionally, working capital was favorably impacted by changes in income tax receivable and unfavorably impacted by changes in current liabilities and other current assets.

For the first nine months of 2023, changes in working capital, excluding changes in short-term debt, were a net $1.89 billion source of cash primarily due to the effects of decreasing energy commodity volumes and increasing prices at the end of the period on working capital. Current receivables decreased primarily due to a decrease in crude oil volumes. Additionally, working capital was favorably impacted by changes in income tax receivable. Accounts payable increased primarily due to an increase in crude oil prices, partially offset by a decrease in crude oil volumes. Inventories increased primarily due to increases in refined product and crude oil inventories volumes.

Investing Activities

Investing activities were a net $1.23 billion source of cash in the first nine months of 2024 compared to a net $2.13 billion use of cash in the first nine months of 2023.

• In the first nine months of 2024, maturities and sales of short-term investments of $4.38 billion and $2.30 billion, respectively, were partially offset by purchases of short-term investments of $2.95 billion for a net source of cash of $3.73 billion. In the first nine months of 2023, purchases of short-term investments of $7.14 billion were partially offset by maturities and sales of short-term investments of $3.90 billion and $1.87 billion, respectively, for a net use of cash of $1.36 billion.

• Additions to property, plant and equipment increased $365 million. See the Capital Requirements section for additional information on our capital investment plan.

• Cash used for acquisitions of $622 million in the first nine months of 2024 was due to an acquisition in our Midstream segment.

• Cash used in net investments was $309 million for the first nine months of 2024 compared to $92 million for the first nine months of 2023. In 2024, investments primarily included a return of capital of $134 million related to the Whistler Joint Venture Transaction more than offset by Midstream equity method investments, including a $92 million contribution made in March 2024 for the repayment of MPLX’s share of the Dakota Access joint venture’s debt due in 2024. In 2023, investments primarily included the Martinez Renewables joint venture and the acquisition of a 49.9 percent equity interest in LF Bioenergy for approximately $56 million.

• Cash provided by all other, net, decreased $501 million primarily due to lower income on RINs sales.

The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. A reconciliation of additions to property, plant and equipment per the consolidated statements of cash flows to reported total capital expenditures and investments follows.

						Nine Months Ended September 30,
(Millions of dollars)						2024						2023
Additions to property, plant and equipment per the consolidated statements of cash flows						$	1,723					$	1,358
Increase (decrease) in capital accruals						(18)						54
Total capital expenditures						1,705						1,412
Investments in equity method investees						450						362
Total capital expenditures and investments						$	2,155					$	1,774

Financing Activities

Financing activities were a net $9.13 billion use of cash in the first nine months of 2024 compared to a net $11.04 billion use of cash in the first nine months of 2023.

• Long-term debt borrowings and repayments were a net $805 million source of cash in the first nine months of 2024 compared to a net $512 million source of cash in the first nine months of 2023. During the first nine months of 2024, MPLX issued $1.65 billion aggregate principal amount of 5.50 percent senior notes due 2034 (the “2034 Senior Notes”) and MPC repaid $750 million aggregate principal amount of senior notes that matured in September 2024 and

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anticipates refinancing the notes. During the first nine months of 2023, MPLX issued $1.6 billion aggregate principal amount of senior notes and redeemed $1.0 billion aggregate principal amount of senior notes.

• Cash used in common stock repurchases, including fees and expenses, totaled $7.82 billion in the first nine months of 2024 compared to $9.07 billion in the first nine months of 2023. See the Capital Requirements section for further discussion of our stock repurchases.

• Cash used in dividend payments decreased $88 million due to a reduction of shares outstanding resulting from share repurchases, partially offset by an increase in per share dividends.

• Cash used in distributions to noncontrolling interests increased $62 million primarily due to an increase in MPLX’s distribution per common unit.

• Cash used in repurchases of noncontrolling interests was $226 million in the first nine months of 2024 related to the repurchase of MPLX common units. See Note 4 to the unaudited consolidated financial statements for further discussion of MPLX.

• During the first nine months of 2023, MPLX redeemed all of its outstanding Series B preferred units for $600 million.

Derivative Instruments

See Item 3. Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk.

Capital Resources

MPC, Excluding MPLX

We control MPLX through our ownership of the general partner; however, 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 and LOCAP, in which MPLX holds an interest. Therefore, in the following table, we present the liquidity of MPC, excluding MPLX. MPLX liquidity is discussed in the following section.

Our liquidity, excluding MPLX, totaled $7.82 billion at September 30, 2024 consisting of:

						September 30, 2024
(Millions of dollars)						Total Capacity						Outstanding Borrowings						Outstanding Letters of Credit						Available Capacity
Bank revolving credit facility						$	5,000					$	—					$	1					$	4,999
Trade receivables facility(a)						100						—						—						100
Total						$	5,100					$	—					$	1					$	5,099
Cash and cash equivalents and short-term investments(b)																								2,717
Total liquidity																								$	7,816

(a)The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is $100 million. In addition, the facility allows for the issuance of letters of credit in excess of the committed capacity at the discretion of the issuing banks.

(b)Excludes cash and cash equivalents of MPLX of $2.43 billion.

Because of the alternatives available to us, including internally generated cash flow and access to capital markets and a commercial paper program, we believe that our short-term and long-term liquidity is adequate to fund not only our current operations, but also our near-term and long-term funding requirements, including capital spending programs, the repurchase of shares of our common stock, dividend payments, defined benefit plan contributions, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.

We have a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facility. At September 30, 2024, we had no borrowings outstanding under the commercial paper program.

MPC’s bank revolving credit facility and trade receivables facility contain representations and warranties, affirmative and negative covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature. As of September 30, 2024, we were in compliance with such covenants and restrictions.

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Our intention is to maintain an investment-grade credit profile. As of September 30, 2024, the credit ratings on our senior unsecured debt are as follows.

Company			Rating Agency			Rating
MPC			Moody’s			Baa2 (stable outlook)
			Standard & Poor’s			BBB (stable outlook)
			Fitch			BBB (stable outlook)

The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities. Although it is our intention to maintain a credit profile that supports an investment grade rating, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant. A rating from one rating agency should be evaluated independently of ratings from other rating agencies.

The agreements governing MPC’s debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments in the event that our credit ratings are downgraded. However, any downgrades of our senior unsecured debt could increase the applicable interest rates, yields and other fees payable under such agreements and may limit our flexibility to obtain financing in the future, including to refinance existing indebtedness. In addition, a downgrade of our senior unsecured debt rating to below investment-grade levels could, under certain circumstances, impact our ability to purchase crude oil on an unsecured basis and could result in us having to post letters of credit under existing transportation services or other agreements.

See Note 17 to the unaudited consolidated financial statements for further discussion of our debt.

MPLX

MPLX’s liquidity totaled $5.93 billion at September 30, 2024 consisting of:

						September 30, 2024
(Millions of dollars)						Total Capacity						Outstanding Borrowings						Outstanding Letters of Credit						Available Capacity
MPLX LP - bank revolving credit facility						$	2,000					$	—					$	—					$	2,000
MPC intercompany loan agreement						1,500						—						—						1,500
Total						$	3,500					$	—					$	—					$	3,500
Cash and cash equivalents																								2,426
Total liquidity																								$	5,926

On May 20, 2024, MPLX issued $1.65 billion aggregate principal amount of 2034 Senior Notes in an underwritten public offering. MPLX intends to use the net proceeds from the issuance of the 2034 Senior Notes to repay, redeem or otherwise retire some or all of (i) MPLX's outstanding $1,149 million aggregate principal amount of 4.875 percent senior notes due December 2024, (ii) MarkWest's outstanding $1 million aggregate principal amount of 4.875 percent senior notes due December 2024 and (iii) MPLX's outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025, and in the interim may use such net proceeds for general partnership purposes.

MPLX’s bank revolving credit facility contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type. As of September 30, 2024, MPLX was in compliance with such covenants.

Our intention is to maintain an investment-grade credit profile for MPLX. As of September 30, 2024, the credit ratings on MPLX’s senior unsecured debt are as follows.

Company			Rating Agency			Rating
MPLX			Moody’s			Baa2 (stable outlook)
			Standard & Poor’s			BBB (stable outlook)
			Fitch			BBB (stable outlook)

The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold MPLX securities. Although it is our intention to maintain a credit profile that supports an investment grade rating for MPLX, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn

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entirely by the rating agencies if, in their respective judgments, circumstances so warrant. A rating from one rating agency should be evaluated independently of ratings from other rating agencies.

The agreements governing MPLX’s debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments in the event that MPLX credit ratings are downgraded. However, any downgrades of MPLX senior unsecured debt to below investment-grade ratings could increase the applicable interest rates, yields and other fees payable under such agreements. In addition, a downgrade of MPLX senior unsecured debt ratings to below investment-grade levels may limit MPLX’s ability to obtain future financing, including to refinance existing indebtedness.

See Note 17 to the unaudited consolidated financial statements for further discussion of MPLX’s debt.

Capital Requirements

Capital Investment Plan

MPC's capital investment plan for 2024 totals approximately $1.25 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan. MPC’s capital investment plan includes all of the planned capital spending for Refining & Marketing and Corporate, as well as a portion of the planned capital investments for Midstream. The remainder of the planned capital spending for Midstream reflects the capital investment plan for MPLX, which totals $1.1 billion, excluding reimbursable capital and $92 million for the repayment of MPLX’s share of the Dakota Access joint venture’s debt due in 2024. We continuously evaluate our capital investment plan and make changes as conditions warrant.

Capital expenditures and investments for MPC and MPLX are summarized below.

						Nine Months Ended September 30,
(Millions of dollars)						2024						2023
Capital expenditures and investments:(a)
MPC, excluding MPLX
Refining & Marketing						$	967					$	919
Midstream - Other						4						1
Corporate and Other(b)						25						64
Total MPC, excluding MPLX						$	996					$	984
Midstream - MPLX(c)						$	1,121					$	747

(a) Capital expenditures include changes in capital accruals.

(b) Excludes capitalized interest of $38 million and $43 million for the nine months ended September 30, 2024 and 2023, respectively.

(c) Includes a $92 million equity method investment contribution made in March 2024 for the repayment of MPLX’s share of the Dakota Access joint venture’s debt due in 2024, reimbursable capital of $95 million and $228 million related to acquisitions of additional interests in BANGL, LLC and Wink to Webster Pipeline LLC.

Capital expenditures and investments in affiliates during the nine months ended September 30, 2024, were primarily for Refining & Marketing and Midstream projects. Major Refining & Marketing projects include advancing improvements focused on integrating and modernizing utility systems and increasing energy efficiency, with the added benefit of addressing upcoming regulation mandating further reductions in emissions at our Los Angeles refinery, a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery, other shorter-term projects that will enhance the yields of our refineries, improve energy efficiency, and lower our costs as well as investments in our branded marketing footprint.

Major Midstream projects include gas processing plants in the Marcellus and Permian basins and gathering projects in the Marcellus, Utica and Permian basins.

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Share Repurchases

On November 5, 2024, we announced that our board of directors approved a $5.0 billion share repurchase authorization that is in addition to the $5.0 billion share repurchase authorization announced on April 30, 2024. The share repurchase authorizations have no expiration date.

Total share repurchases were as follows for the respective periods:

			Three Months Ended September 30,												Nine Months Ended September 30,
(In millions, except per share data)			2024						2023						2024						2023
Number of shares repurchased			16						20						44						71
Cash paid for shares repurchased			$	2,701					$	2,819					$	7,815					$	9,067
Average cost per share(a)			$	170.99					$	139.84					$	175.20					$	127.09

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

From January 1, 2012 through September 30, 2024, our board of directors had approved $55.05 billion in total share repurchase authorizations and we repurchased a total of $51.01 billion of our common stock. As of September 30, 2024, MPC had approximately $4.04 billion remaining under its share repurchase authorizations.

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.

See Notes 8 and 24 to the unaudited consolidated financial statements for further discussion of our share repurchase authorizations.

MPLX Unit Repurchases

Total unit repurchases were as follows for the respective periods:

			Three Months Ended September 30,												Nine Months Ended September 30,
(In millions, except per unit data)			2024						2023						2024						2023
Number of common units repurchased			2						—						6						—
Cash paid for common units repurchased			$	76					$	—					$	226					$	—
Average cost per unit			$	42.89					$	—					$	41.32					$	—

As of September 30, 2024, MPLX had approximately $620 million remaining available under its unit repurchase authorization.

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 any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.

Cash Commitments

Contractual Obligations

As of September 30, 2024, our purchase commitments primarily consist of obligations to purchase and transport crude oil used in our refining operations. During the first nine months of 2024, there were no material changes to our contractual obligations outside the ordinary course of business since December 31, 2023.

Our other contractual obligations primarily consist of long-term debt and pension and post-retirement obligations, for which additional information is included in Notes 17 and 22, respectively, to the unaudited consolidated financial statements, and financing and operating leases.

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Other Cash Commitments

On October 30, 2024, our board of directors declared a dividend of $0.91 per share on common stock. The dividend is payable December 10, 2024, to shareholders of record as of the close of business on November 20, 2024.

During the nine months ended September 30, 2024, we made contributions of $92 million to our funded pension plans. We have satisfied our 2024 minimum funding requirements, however, we may make additional voluntary contributions at our discretion depending on the anticipated funding status and plan asset performance.

We may, from time to time, repurchase our senior notes in the open market, in tender offers, in privately-negotiated transactions or otherwise in such volumes, at such prices and upon such other terms as we deem appropriate.

ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS

We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas, production processes and whether it is also engaged in the petrochemical business or the marine transportation of crude oil and refined products.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements.

There have been no additional significant changes to our environmental matters and compliance costs during the nine months ended September 30, 2024.

CRITICAL ACCOUNTING ESTIMATES

As of September 30, 2024, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2023.

ACCOUNTING STANDARDS NOT YET ADOPTED

As discussed in Note 2 to the unaudited consolidated financial statements, certain new financial accounting pronouncements will be effective for our financial statements in the future.