8-K
Marathon Petroleum Corp (MPC)
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) October 31, 2023
_____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
_____________________________________________
| Delaware | 001-35054 | 27-1284632 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission File Number) | (IRS Employer<br>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 class | Trading<br>symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $.01 | MPC | New York Stock Exchange | Indicate by check mark whether the registrant 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 2.02 | Results of Operations and Financial Condition |
|---|
On October 31, 2023, Marathon Petroleum Corporation issued a press release announcing its financial results for the quarter ended September 30, 2023. 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 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release issued by Marathon Petroleum Corporation on October 31, 2023 |
| 104 | Cover 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: October 31, 2023 | By: | /s/ C. Kristopher Hagedorn |
| Name: C. Kristopher Hagedorn | ||
| Title: Senior Vice President and Controller |
Document
Exhibit 99.1
Marathon Petroleum Corp. Reports Third-Quarter 2023 Results
•Third-quarter net income attributable to MPC of $3.3 billion, or $8.28 per diluted share; adjusted net income of $3.2 billion, or $8.14 per adjusted diluted share
•Adjusted EBITDA of $5.7 billion; net cash provided by operating activities of $5.0 billion, reflecting continued strong cash generation
•MPLX increases distribution 10%; MPC expects to receive an incremental $200 million, for a total of $2.2 billion annually
•Returned $3.1 billion of capital through $2.8 billion of share repurchases and $297 million of dividends
•Announced quarterly dividend increase of approximately 10% to $0.825 per share and additional $5 billion share repurchase authorization
FINDLAY, Ohio, Oct. 31, 2023 – Marathon Petroleum Corp. (NYSE: MPC) today reported net income attributable to MPC of $3.3 billion, or $8.28 per diluted share, for the third quarter of 2023, compared with net income attributable to MPC of $4.5 billion, or $9.06 per diluted share, for the third quarter of 2022.
Adjusted net income was $3.2 billion, or $8.14 per diluted share, for the third quarter of 2023. This compares to adjusted net income of $3.9 billion, or $7.81 per diluted share, for the third quarter of 2022. Adjustments are shown in the accompanying release tables.
The third quarter of 2023 adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) was $5.7 billion, compared with $6.8 billion for the third quarter of 2022. Adjustments are shown in the accompanying release tables.
“Our third quarter results reflect our commitment to growing shareholder value,” said President and Chief Executive Officer Michael J. Hennigan. “The business generated $5 billion of net cash provided by operating activities and we returned $3.1 billion through share repurchases and dividends during the quarter. Demonstrating our commitment to return capital, we increased our quarterly dividend by 10% and increased our share repurchase authorization by $5 billion.”
Results from Operations
Adjusted EBITDA (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | 2023 | 2022 | ||||
| Refining & Marketing Segment | ||||||||
| Segment income from operations | $ | 3,757 | $ | 4,625 | $ | 9,076 | $ | 12,527 |
| Add: Depreciation and amortization | 463 | 459 | 1,411 | 1,395 | ||||
| Refining planned turnaround costs | 153 | 384 | 902 | 680 | ||||
| LIFO inventory charge | — | 28 | — | 28 | ||||
| Refining & Marketing segment adjusted EBITDA | 4,373 | 5,496 | 11,389 | 14,630 | ||||
| Midstream Segment | ||||||||
| Segment income from operations | 1,136 | 1,176 | 3,550 | 3,374 | ||||
| Add: Depreciation and amortization | 340 | 322 | 988 | 983 | ||||
| Garyville incident response costs | 63 | — | 63 | — | ||||
| Midstream segment adjusted EBITDA | 1,539 | 1,498 | 4,601 | 4,357 | ||||
| Subtotal | 5,912 | 6,994 | 15,990 | 18,987 | ||||
| Corporate | (246) | (173) | (613) | (494) | ||||
| Add: Depreciation and amortization | 42 | 13 | 80 | 40 | ||||
| Adjusted EBITDA | $ | 5,708 | $ | 6,834 | $ | 15,457 | $ | 18,533 |
Refining & Marketing (R&M)
Segment adjusted EBITDA was $4.4 billion in the third quarter of 2023, versus $5.5 billion for the third quarter of 2022. Refining & Marketing segment adjusted EBITDA was $16.06 per barrel for the third quarter of 2023, versus $19.87 per barrel for the third quarter of 2022. Segment adjusted EBITDA excludes refining planned turnaround costs, which totaled $153 million in the third quarter of 2023 and $384 million in the third quarter of 2022. The decrease in segment adjusted EBITDA was driven by lower market crack spreads.
R&M margin was $26.16 per barrel for the third quarter of 2023, versus $30.21 per barrel for the third quarter of 2022. Crude capacity utilization was approximately 94%, resulting in total throughput of 3.0 million barrels per day for the third quarter of 2023.
Refining operating costs per barrel were $5.14 for the third quarter of 2023, versus $5.63 for the third quarter of 2022. This decrease was primarily driven by lower energy costs.
Midstream
Segment adjusted EBITDA was $1.5 billion in the third quarter of 2023, versus $1.5 billion for the third quarter of 2022. The results were primarily driven by higher rates, growth from equity affiliates, and higher total throughputs, partially offset by lower natural gas liquids prices. Third-quarter 2023 segment adjusted EBITDA excludes Garyville incident response costs of $63 million.
Corporate and Items Not Allocated
Corporate expenses totaled $246 million in the third quarter of 2023, compared with $173 million in the third quarter of 2022. The variance was primarily driven by a $35 million charge related to valuation of existing performance-based stock compensation expense and $25 million of non-operating equipment disposal expense.
In the third quarter of 2023, items not allocated to segments include a $106 million gain on the sale of the company’s interest in the South Texas Gateway Terminal. In the third quarter of 2022, items not allocated to segments include a $549 million gain for the contribution of the Martinez assets to the Martinez Renewables LLC joint venture and a $509 million gain related to an MPLX LP (NYSE: MPLX) reclassification of a third-party contract. These have been excluded from the company’s adjusted results.
Financial Position, Liquidity, and Return of Capital
As of September 30, 2023, MPC had $13.1 billion of cash, cash equivalents, and short-term investments and $5 billion available on its bank revolving credit facility.
In the third quarter, the company returned approximately $3.1 billion of capital to shareholders through $2.8 billion of share repurchases and $297 million of dividends. Through October 27, the company repurchased an additional $1.0 billion of company shares.
On October 25, MPC announced that its Board of Directors approved an increase to the quarterly dividend to $0.825 per share. The dividend is payable December 11, 2023 to shareholders of record on November 16, 2023.
Additionally, the Board of Directors approved an incremental $5 billion share repurchase authorization. With the addition of this new authorization, the company has a total of $8.3 billion available under its share repurchase authorizations as of October 27.
Strategic and Operations Update
At the Martinez Renewables LLC fuels facility, construction activities are progressing. Pretreatment capabilities are increasing through the second half of 2023, and the facility is expected to produce 730 million gallons per year by the end of 2023.
MPC’s Midstream segment remains focused on executing the strategic priorities of strict capital discipline, fostering a low-cost culture, and optimizing the portfolio. MPLX is advancing growth projects anchored in the Marcellus, Permian and Bakken basins.
Fourth Quarter 2023 Outlook
| Refining & Marketing Segment: | ||
|---|---|---|
| Refining operating costs per barrel(a) | $ | 5.60 |
| Distribution costs (in millions) | $ | 1,450 |
| Refining planned turnaround costs (in millions) | $ | 300 |
| Depreciation and amortization (in millions) | $ | 480 |
| Refinery throughputs (mbpd): | ||
| Crude oil refined | 2,630 | |
| Other charge and blendstocks | 260 | |
| Total | 2,890 | |
| Corporate (in millions) | $ | 175 |
(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
Kenan Kinsey, Supervisor, Investor Relations
Media Contact: (419) 421-3577
Jamal Kheiry, Communications Manager
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 and inclusion targets 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,” “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. 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, NGLs, or renewables, or taxation; volatility in and degradation of general economic, market, industry or business conditions due to inflation, rising interest rates, the military conflict between Russia and Ukraine, hostilities in the Middle East, future resurgences of the COVID-19 pandemic or otherwise; 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, including meeting the expected production rates for the Martinez renewable fuels facility and STAR project within the expected timeframes if at all; 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; our ability to successfully implement our sustainable energy strategy and principles and 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; accidents 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; our ability to maintain adequate insurance coverage and recover insurance proceeds to offset losses resulting from accidents or other incidents and unscheduled shutdowns; the imposition of windfall profit taxes or maximum refining margin penalties on companies operating within the energy industry in California or other jurisdictions; the impact of adverse market conditions or other similar risks to those identified herein affecting MPLX; and the factors set forth under the heading “Risk Factors” in MPC’s and MPLX’s Annual Reports on Form 10-K for the year ended Dec. 31, 2022, 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.
Consolidated Statements of Income (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions, except per-share data) | 2023 | 2022 | 2023 | 2022 | ||||
| Revenues and other income: | ||||||||
| Sales and other operating revenues | $ | 40,917 | $ | 45,787 | $ | 112,124 | $ | 137,640 |
| Income from equity method investments | 215 | 180 | 547 | 469 | ||||
| Net gain on disposal of assets | 110 | 1,051 | 126 | 1,072 | ||||
| Other income | 341 | 219 | 687 | 678 | ||||
| Total revenues and other income | 41,583 | 47,237 | 113,484 | 139,859 | ||||
| Costs and expenses: | ||||||||
| Cost of revenues (excludes items below) | 34,928 | 38,821 | 95,984 | 118,096 | ||||
| Depreciation and amortization | 845 | 794 | 2,479 | 2,418 | ||||
| Selling, general and administrative expenses | 824 | 712 | 2,219 | 2,009 | ||||
| Other taxes | 233 | 224 | 683 | 606 | ||||
| Total costs and expenses | 36,830 | 40,551 | 101,365 | 123,129 | ||||
| Income from operations | 4,753 | 6,686 | 12,119 | 16,730 | ||||
| Net interest and other financial costs | 118 | 240 | 414 | 814 | ||||
| Income before income taxes | 4,635 | 6,446 | 11,705 | 15,916 | ||||
| Provision for income taxes | 1,004 | 1,426 | 2,410 | 3,507 | ||||
| Net income | 3,631 | 5,020 | 9,295 | 12,409 | ||||
| Less net income attributable to: | ||||||||
| Redeemable noncontrolling interest | 25 | 23 | 71 | 65 | ||||
| Noncontrolling interests | 326 | 520 | 994 | 1,149 | ||||
| Net income attributable to MPC | $ | 3,280 | $ | 4,477 | $ | 8,230 | $ | 11,195 |
| Per share data | ||||||||
| Basic: | ||||||||
| Net income attributable to MPC per share | $ | 8.31 | $ | 9.12 | $ | 19.66 | $ | 21.18 |
| Weighted average shares outstanding (in millions) | 394 | 491 | 418 | 528 | ||||
| Diluted: | ||||||||
| Net income attributable to MPC per share | $ | 8.28 | $ | 9.06 | $ | 19.57 | $ | 21.04 |
| Weighted average shares outstanding (in millions) | 396 | 494 | 420 | 532 |
Income Summary (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | 2023 | 2022 | ||||
| Refining & Marketing | $ | 3,757 | $ | 4,625 | $ | 9,076 | $ | 12,527 |
| Midstream | 1,136 | 1,176 | 3,550 | 3,374 | ||||
| Corporate | (246) | (173) | (613) | (494) | ||||
| Income from operations before items not allocated to segments | 4,647 | 5,628 | 12,013 | 15,407 | ||||
| Items not allocated to segments: | ||||||||
| Gain on sale of assets | 106 | 1,058 | 106 | 1,058 | ||||
| Renewable volume obligation requirements | — | — | — | 238 | ||||
| Litigation | — | — | — | 27 | ||||
| Income from operations | $ | 4,753 | $ | 6,686 | $ | 12,119 | $ | 16,730 |
Capital Expenditures and Investments (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | 2023 | 2022 | ||||
| Refining & Marketing | $ | 255 | $ | 445 | $ | 919 | $ | 1,004 |
| Midstream | 234 | 267 | 748 | 772 | ||||
| Corporate(a) | 33 | 77 | 107 | 163 | ||||
| Total | $ | 522 | $ | 789 | $ | 1,774 | $ | 1,939 |
(a)Includes capitalized interest of $9 million, $28 million, $43 million and $76 million for the third quarter 2023, the third quarter 2022, the first nine months of 2023 and the first nine months of 2022, respectively.
Refining & Marketing Operating Statistics (unaudited)
| Dollar per Barrel of Net Refinery Throughput | Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Refining & Marketing margin, excluding LIFO inventory credit(a) | $ | 26.16 | $ | 30.31 | $ | 24.80 | $ | 28.08 |
| LIFO inventory credit | — | (0.10) | — | (0.03) | ||||
| Refining & Marketing margin(a) | $ | 26.16 | $ | 30.21 | $ | 24.80 | $ | 28.05 |
| Less: | ||||||||
| Refining operating costs(b) | 5.14 | 5.63 | 5.32 | 5.35 | ||||
| Distribution costs(c) | 5.44 | 4.90 | 5.29 | 4.82 | ||||
| Other (income) loss(d) | (0.48) | (0.09) | (0.16) | (0.13) | ||||
| LIFO inventory credit | — | (0.10) | — | (0.03) | ||||
| Refining & Marketing segment adjusted EBITDA | 16.06 | 19.87 | 14.35 | 18.04 | ||||
| Less: | ||||||||
| Refining planned turnaround costs | 0.56 | 1.39 | 1.14 | 0.84 | ||||
| Depreciation and amortization | 1.70 | 1.66 | 1.78 | 1.72 | ||||
| LIFO inventory charge | — | 0.10 | — | 0.03 | ||||
| Refining & Marketing income from operations | $ | 13.80 | $ | 16.72 | $ | 11.43 | $ | 15.45 |
| Fees paid to MPLX included in distribution costs above | $ | 3.58 | $ | 3.34 | $ | 3.60 | $ | 3.36 |
(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 (loss) from equity method investments, net gain (loss) on disposal of assets and other income.
| Refining & Marketing - Supplemental Operating Data | Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Refining & Marketing refined product sales volume (mbpd)(a) | 3,596 | 3,587 | 3,510 | 3,500 |
| Crude oil refining capacity (mbpcd)(b) | 2,936 | 2,887 | 2,911 | 2,887 |
| Crude oil capacity utilization (percent)(b) | 94 | 98 | 92 | 96 |
| Refinery throughputs (mbpd): | ||||
| Crude oil refined | 2,773 | 2,823 | 2,680 | 2,781 |
| Other charge and blendstocks | 186 | 184 | 228 | 189 |
| Net refinery throughputs | 2,959 | 3,007 | 2,908 | 2,970 |
| Sour crude oil throughput (percent) | 46 | 48 | 44 | 48 |
| Sweet crude oil throughput (percent) | 54 | 52 | 56 | 52 |
| Refined product yields (mbpd): | ||||
| Gasoline | 1,511 | 1,501 | 1,506 | 1,507 |
| Distillates | 1,061 | 1,134 | 1,040 | 1,079 |
| Propane | 65 | 73 | 66 | 72 |
| NGLs and petrochemicals | 202 | 199 | 196 | 194 |
| Heavy fuel oil | 74 | 43 | 55 | 61 |
| Asphalt | 87 | 91 | 84 | 90 |
| Total | 3,000 | 3,041 | 2,947 | 3,003 |
| Inter-region refinery transfers excluded from throughput and yields above (mbpd) | 80 | 97 | 56 | 77 |
(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 Region | Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Dollar per barrel of refinery throughput: | ||||||||
| Refining & Marketing margin | $ | 22.30 | $ | 27.39 | $ | 22.34 | $ | 26.89 |
| Refining operating costs | 4.16 | 4.14 | 4.05 | 4.17 | ||||
| Refining planned turnaround costs | 0.86 | 1.31 | 1.20 | 0.91 | ||||
| Refining depreciation and amortization | 1.30 | 1.16 | 1.39 | 1.28 | ||||
| Gulf Coast Region | Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||||||
| --- | --- | --- | --- | --- | ||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Refinery throughputs (mbpd): | ||||||||
| Crude oil refined | 1,104 | 1,190 | 1,064 | 1,139 | ||||
| Other charge and blendstocks | 162 | 171 | 181 | 156 | ||||
| Gross refinery throughputs | 1,266 | 1,361 | 1,245 | 1,295 | ||||
| Sour crude oil throughput (percent) | 59 | 59 | 52 | 58 | ||||
| Sweet crude oil throughput (percent) | 41 | 41 | 48 | 42 | ||||
| Refined product yields (mbpd): | ||||||||
| Gasoline | 627 | 655 | 637 | 635 | ||||
| Distillates | 434 | 508 | 435 | 463 | ||||
| Propane | 36 | 43 | 37 | 41 | ||||
| NGLs and petrochemicals | 117 | 116 | 115 | 115 | ||||
| Heavy fuel oil | 66 | 44 | 34 | 45 | ||||
| Asphalt | 17 | 21 | 18 | 20 | ||||
| Total | 1,297 | 1,387 | 1,276 | 1,319 | ||||
| Inter-region refinery transfers included in throughput and yields above (mbpd) | 55 | 66 | 33 | 47 | ||||
| Mid-Continent Region | Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||
| Dollar per barrel of refinery throughput: | ||||||||
| Refining & Marketing margin | $ | 25.38 | $ | 31.04 | $ | 25.37 | $ | 27.14 |
| Refining operating costs | 4.74 | 5.36 | 5.06 | 4.99 | ||||
| Refining planned turnaround costs | 0.26 | 1.47 | 0.82 | 0.74 | ||||
| Refining depreciation and amortization | 1.48 | 1.53 | 1.53 | 1.54 | ||||
| Refinery throughputs (mbpd): | ||||||||
| Crude oil refined | 1,149 | 1,122 | 1,124 | 1,130 | ||||
| Other charge and blendstocks | 73 | 66 | 70 | 65 | ||||
| Gross refinery throughputs | 1,222 | 1,188 | 1,194 | 1,195 | ||||
| Sour crude oil throughput (percent) | 25 | 26 | 26 | 26 | ||||
| Sweet crude oil throughput (percent) | 75 | 74 | 74 | 74 | ||||
| Refined product yields (mbpd): | ||||||||
| Gasoline | 629 | 601 | 619 | 615 | ||||
| Distillates | 439 | 439 | 428 | 428 | ||||
| Propane | 20 | 19 | 20 | 21 | ||||
| NGLs and petrochemicals | 55 | 55 | 51 | 52 | ||||
| Heavy fuel oil | 13 | 8 | 13 | 14 | ||||
| Asphalt | 69 | 69 | 66 | 69 | ||||
| Total | 1,225 | 1,191 | 1,197 | 1,199 | ||||
| Inter-region refinery transfers included in throughput and yields above (mbpd) | 9 | 7 | 8 | 7 | ||||
| West Coast Region | Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||
| Dollar per barrel of refinery throughput: | ||||||||
| Refining & Marketing margin | $ | 36.65 | $ | 35.83 | $ | 29.31 | $ | 32.97 |
| Refining operating costs | 7.56 | 8.88 | 8.35 | 8.11 | ||||
| Refining planned turnaround costs | 0.45 | 1.17 | 1.59 | 0.78 | ||||
| Refining depreciation and amortization | 1.27 | 1.30 | 1.37 | 1.35 | ||||
| Refinery throughputs (mbpd): | ||||||||
| Crude oil refined | 520 | 511 | 492 | 512 | ||||
| Other charge and blendstocks | 31 | 44 | 33 | 45 | ||||
| Gross refinery throughputs | 551 | 555 | 525 | 557 | ||||
| Sour crude oil throughput (percent) | 63 | 72 | 69 | 71 | ||||
| Sweet crude oil throughput (percent) | 37 | 28 | 31 | 29 | ||||
| Refined product yields (mbpd): | ||||||||
| Gasoline | 287 | 280 | 273 | 287 | ||||
| Distillates | 192 | 198 | 182 | 195 | ||||
| Propane | 9 | 11 | 9 | 10 | ||||
| NGLs and petrochemicals | 36 | 34 | 37 | 34 | ||||
| Heavy fuel oil | 33 | 36 | 29 | 35 | ||||
| Asphalt | 1 | 1 | — | 1 | ||||
| Total | 558 | 560 | 530 | 562 | ||||
| Inter-region refinery transfers included in throughput and yields above (mbpd) | 16 | 24 | 15 | 23 |
Midstream Operating Statistics (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Pipeline throughputs (mbpd)(a) | 5,980 | 5,845 | 5,904 | 5,761 |
| Terminal throughputs (mbpd) | 3,228 | 3,026 | 3,167 | 3,023 |
| Gathering system throughputs (million cubic feet per day)(b) | 6,257 | 6,083 | 6,258 | 5,664 |
| Natural gas processed (million cubic feet per day)(b) | 8,961 | 8,516 | 8,835 | 8,401 |
| C2 (ethane) + NGLs fractionated (mbpd)(b) | 613 | 562 | 596 | 541 |
(a)Includes common-carrier pipelines and private pipelines contributed to MPLX. Excludes equity method affiliate pipeline volumes.
(b)Includes amounts related to unconsolidated equity method investments on a 100% basis.
Select Financial Data (unaudited)
| September 30, <br>2023 | June 30, <br>2023 | |||
|---|---|---|---|---|
| (In millions) | ||||
| Cash and cash equivalents | $ | 8,452 | $ | 7,345 |
| Short-term investments | 4,604 | 4,109 | ||
| Total consolidated debt(a) | 27,282 | 27,283 | ||
| MPC debt | 6,864 | 6,877 | ||
| MPLX debt | 20,418 | 20,406 | ||
| Redeemable noncontrolling interest | 970 | 968 | ||
| Equity | 31,828 | 31,600 | ||
| Shares outstanding | 386 | 405 |
(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
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 and that their exclusion results in an important measure of our ongoing financial performance to better assess our underlying business results and trends.
Adjusted Diluted Earnings Per Share
Adjusted diluted earnings 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.
Reconciliation of Net Income Attributable to MPC to Adjusted Net Income Attributable to MPC (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | 2023 | 2022 | ||||
| Net income attributable to MPC | $ | 3,280 | $ | 4,477 | $ | 8,230 | $ | 11,195 |
| Pre-tax adjustments: | ||||||||
| Garyville incident response costs | 63 | — | 63 | — | ||||
| Gain on sale of assets | (106) | (1,058) | (106) | (1,058) | ||||
| LIFO inventory credit | — | 28 | — | 28 | ||||
| Renewable volume obligation requirements | — | — | — | (238) | ||||
| Tax impact of adjustments(a) | 9 | 227 | 9 | 279 | ||||
| Non-controlling interest impact of adjustments | (22) | 183 | (22) | 183 | ||||
| Adjusted net income attributable to MPC | $ | 3,224 | $ | 3,857 | $ | 8,174 | $ | 10,389 |
| Diluted income per share | $ | 8.28 | $ | 9.06 | $ | 19.57 | $ | 21.04 |
| Adjusted diluted income per share | $ | 8.14 | $ | 7.81 | $ | 19.44 | $ | 19.53 |
(a)Income taxes for adjusted earnings were calculated by applying a combined federal and state statutory tax rate of 22% to the pre-tax adjustments. 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.
Reconciliation of Net Income Attributable to MPC to Adjusted EBITDA (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | 2023 | 2022 | ||||
| Net income attributable to MPC | $ | 3,280 | $ | 4,477 | $ | 8,230 | $ | 11,195 |
| Net income attributable to noncontrolling interests | 351 | 543 | 1,065 | 1,214 | ||||
| Provision for income taxes | 1,004 | 1,426 | 2,410 | 3,507 | ||||
| Net interest and other financial costs | 118 | 240 | 414 | 814 | ||||
| Depreciation and amortization | 845 | 794 | 2,479 | 2,418 | ||||
| Refining planned turnaround costs | 153 | 384 | 902 | 680 | ||||
| Garyville incident response costs | 63 | — | 63 | — | ||||
| LIFO inventory credit | — | 28 | — | 28 | ||||
| Gain on sale of assets | (106) | (1,058) | (106) | (1,058) | ||||
| Renewable volume obligation requirements | — | — | — | (238) | ||||
| Litigation | — | — | — | (27) | ||||
| Adjusted EBITDA | $ | 5,708 | $ | 6,834 | $ | 15,457 | $ | 18,533 |
Refining & Marketing Margin
Refining & Marketing margin is defined as sales revenue less cost of refinery inputs and purchased products. We believe this non-GAAP financial measure is used 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 (unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | 2023 | 2022 | ||||
| Refining & Marketing segment adjusted EBITDA | $ | 4,373 | $ | 5,496 | $ | 11,389 | $ | 14,630 |
| Plus (Less): | ||||||||
| Depreciation and amortization | (463) | (459) | (1,411) | (1,395) | ||||
| Refining planned turnaround costs | (153) | (384) | (902) | (680) | ||||
| LIFO inventory charge | — | (28) | — | (28) | ||||
| Selling, general and administrative expenses | 658 | 614 | 1,846 | 1,696 | ||||
| Income from equity method investments | (24) | (21) | (5) | (39) | ||||
| Net gain on disposal of assets | (1) | — | (4) | (37) | ||||
| Other income | (313) | (191) | (605) | (606) | ||||
| Refining & Marketing gross margin | 4,077 | 5,027 | 10,308 | 13,541 | ||||
| Plus (Less): | ||||||||
| Operating expenses (excluding depreciation and amortization) | 2,608 | 2,861 | 8,101 | 7,804 | ||||
| Depreciation and amortization | 463 | 459 | 1,411 | 1,395 | ||||
| Gross margin excluded from and other income included in Refining & Marketing margin(a) | 51 | 51 | 79 | 136 | ||||
| Other taxes included in Refining & Marketing margin | (77) | (40) | (217) | (132) | ||||
| Refining & Marketing margin | 7,122 | 8,358 | 19,682 | 22,744 | ||||
| LIFO inventory charge | — | 28 | — | 28 | ||||
| Refining & Marketing margin, excluding LIFO inventory charge | $ | 7,122 | $ | 8,386 | $ | 19,682 | $ | 22,772 |
| Refining & Marketing margin by region: | ||||||||
| Gulf Coast | $ | 2,483 | $ | 3,264 | $ | 7,393 | $ | 9,161 |
| Mid-Continent | 2,834 | 3,373 | 8,213 | 8,801 | ||||
| West Coast | 1,805 | 1,749 | 4,076 | 4,810 | ||||
| Refining & Marketing margin | $ | 7,122 | $ | 8,386 | $ | 19,682 | $ | 22,772 |
(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.
14