株探米国株
日本語 英語
エドガーで原本を確認する
0001510295false00015102952023-08-012023-08-01

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) August 1, 2023
_____________________________________________
Marathon Petroleum Corporation
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware   001-35054   27-1284632
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
symbol(s)		 Name of each exchange on which registered
Common Stock, par value $.01 MPC New York Stock Exchange
Indicate by check mark whether the registrant 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 August 1, 2023, Marathon Petroleum Corporation issued a press release announcing its financial results for the quarter ended June 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
  Press Release issued by Marathon Petroleum Corporation on August 1, 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: August 1, 2023 By: /s/ C. Kristopher Hagedorn
Name: C. Kristopher Hagedorn
Title: Senior Vice President and Controller


EX-99.1 2 mpcq22023earningsrelease.htm EX-99.1 Document
Exhibit 99.1
mpcnewsreleaseletterheada05.jpg
Marathon Petroleum Corp. Reports Second-Quarter 2023 Results
•Second-quarter net income attributable to MPC of $2.2 billion, or $5.32 per diluted share; adj. EBITDA of $4.5 billion
•Net cash provided by operating activities of $4.0 billion, reflecting sustained commercial improvements
•Executing disciplined capital program across Refining & Marketing, Midstream, and low carbon projects
•Returned $3.4 billion of capital through $3.1 billion of share repurchases and $316 million of dividends

FINDLAY, Ohio, Aug. 1, 2023 – Marathon Petroleum Corp. (NYSE: MPC) today reported net income attributable to MPC of $2.2 billion, or $5.32 per diluted share, for the second quarter of 2023, compared with net income attributable to MPC of $5.9 billion, or $10.95 per diluted share, for the second quarter of 2022.
The second quarter of 2023 adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) was $4.5 billion, compared with $9.1 billion for the second quarter of 2022.

“Our second quarter results reflect continued execution against our strategic initiatives,” said President and Chief Executive Officer Michael J. Hennigan. “The business generated $4.0 billion of net cash provided by operating activities and we returned $3.4 billion through share repurchases and dividends during the quarter.”

1


Results from Operations
Adjusted EBITDA (unaudited)
Three Months Ended 
June 30,		 Six Months Ended 
June 30,
(In millions)
 2023 2022 2023 2022
Refining & Marketing Segment
Segment income from operations $ 2,287  $ 7,134  $ 5,319  $ 7,902 
Add: Depreciation and amortization
 484  475  948  936 
 Refining planned turnaround costs
 392  151  749  296 
Refining & Marketing segment adjusted EBITDA 3,163  7,760  7,016  9,134 
Midstream Segment
Segment income from operations 1,201  1,126  2,414  2,198 
Add: Depreciation and amortization
 331  330  648  661 
Midstream segment adjusted EBITDA 1,532  1,456  3,062  2,859 
Subtotal 4,695  9,216  10,078  11,993 
Corporate (183) (170) (367) (321)
Add: Depreciation and amortization 19  14  38  27 
Adjusted EBITDA $ 4,531  $ 9,060  $ 9,749  $ 11,699 
Refining & Marketing (R&M)
Segment adjusted EBITDA was $3.2 billion in the second quarter of 2023, versus $7.8 billion for the second quarter of 2022. Refining & Marketing segment adjusted EBITDA was $11.88 per barrel for the second quarter of 2023, versus $27.79 per barrel for the second quarter of 2022. Segment adjusted EBITDA excludes refining planned turnaround costs, which totaled $392 million in the second quarter of 2023 and $151 million in the second quarter of 2022. The decrease in segment adjusted EBITDA was driven primarily by lower R&M margins.
R&M margin was $22.10 per barrel for the second quarter of 2023, versus $37.54 per barrel for the second quarter of 2022. Crude capacity utilization was approximately 93%, driven by planned maintenance activity in the Mid-Continent and West Coast regions, resulting in total throughput of 2.9 million barrels per day for the second quarter of 2023.
Refining operating costs per barrel were $5.15 for the second quarter of 2023, versus $5.19 for the second quarter of 2022.
Midstream
Segment adjusted EBITDA was $1.53 billion in the second quarter of 2023, versus $1.46 billion for the second quarter of 2022, as growth in throughputs and higher rates more than offset lower natural gas liquids prices.
Corporate and Items Not Allocated
Corporate expenses totaled $183 million in the second quarter of 2023, which is flat sequentially, and higher compared with $170 million in the second quarter of 2022.
Discrete tax benefits in the second quarter 2023 tax provision included a $53 million benefit related to As of June 30, 2023, MPC had $11.5 billion of cash, cash equivalents, and short-term investments and $5 billion available on its bank revolving credit facility.
prior years.

2


Financial Position, Liquidity, and Return of Capital
In the second quarter, the company returned approximately $3.4 billion of capital through $3.1 billion of share repurchases and $316 million of dividends. In July, the company repurchased $0.8 billion of company shares. The company has approximately $6.3 billion available under its share repurchase authorizations.
Strategic and Operations Update
At the Martinez Renewable Fuels facility, construction activities are progressing. Pretreatment capabilities are expected to come online in the second half of 2023, and the facility is expected to be capable of producing 730 million gallons per year by the end of 2023.
MPC completed the STAR project at its Galveston Bay refinery, which is expected to add 40,000 barrels per day of incremental crude capacity and 17,000 barrels per day of resid processing capacity.
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.

Third Quarter 2023 Outlook
Refining & Marketing Segment:
Refining operating costs per barrel(a)
 $ 5.10 
Distribution costs (in millions) $ 1,400 
Refining planned turnaround costs (in millions) $ 120 
Depreciation and amortization (in millions) $ 480 
Refinery throughputs (mbpd):
    Crude oil refined 2,730 
    Other charge and blendstocks 200 
        Total 2,930 
Corporate (in millions) $ 175 
(a)Excludes refining planned turnaround and depreciation and amortization expense

    
3
    

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




4

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, 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 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; 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.




5

Consolidated Statements of Income (unaudited)
Three Months Ended 
June 30,		 Six Months Ended 
June 30,
(In millions, except per-share data)
 2023 2022 2023 2022
Revenues and other income:
   Sales and other operating revenues $ 36,343  $ 53,795  $ 71,207  $ 91,853 
 Income from equity method investments 199  147  332  289 
 Net gain on disposal of assets 13  39  16  21 
   Other income 269  257  346  459 
       Total revenues and other income 36,824  54,238  71,901  92,622 
Costs and expenses:
   Cost of revenues (excludes items below) 31,762  44,207  61,056  79,275 
   Depreciation and amortization 834  819  1,634  1,624 
   Selling, general and administrative expenses 704  694  1,395  1,297 
   Other taxes 219  190  450  382 
       Total costs and expenses 33,519  45,910  64,535  82,578 
Income from operations 3,305  8,328  7,366  10,044 
Net interest and other financial costs 142  312  296  574 
Income before income taxes 3,163  8,016  7,070  9,470 
Provision for income taxes 583  1,799  1,406  2,081 
Net income 2,580  6,217  5,664  7,389 
Less net income attributable to:
Redeemable noncontrolling interest 23  21  46  42 
Noncontrolling interests 331  323  668  629 
Net income attributable to MPC $ 2,226  $ 5,873  $ 4,950  $ 6,718 
Per share data
Basic:
Net income attributable to MPC per share $ 5.34  $ 11.03  $ 11.49  $ 12.24 
  Weighted average shares outstanding (in millions) 417  532  430  549 
Diluted:
Net income attributable to MPC per share $ 5.32  $ 10.95  $ 11.44  $ 12.15 
Weighted average shares outstanding (in millions) 419  536  432  553 

Income Summary (unaudited)
Three Months Ended 
June 30,		 Six Months Ended 
June 30,
(In millions) 2023 2022 2023 2022
Refining & Marketing $ 2,287  $ 7,134  $ 5,319  $ 7,902 
Midstream 1,201  1,126  2,414  2,198 
Corporate (183) (170) (367) (321)
Income from operations before items not allocated to segments 3,305  8,090  7,366  9,779 
Items not allocated to segments:
Renewable volume obligation requirements —  238  —  238 
Litigation —  —  —  27 
Income from operations $ 3,305  $ 8,328  $ 7,366  $ 10,044 




6

Capital Expenditures and Investments (unaudited)
Three Months Ended 
June 30,		 Six Months Ended 
June 30,
(In millions) 2023 2022 2023 2022
Refining & Marketing $ 243  $ 315  $ 664  $ 559 
Midstream 273  222  514  505 
Corporate(a)
 46  40  74  86 
Total $ 562  $ 577  $ 1,252  $ 1,150 
(a)Includes capitalized interest of $13 million, $25 million, $34 million and $48 million for the second quarter 2023, the second quarter 2022, the first six months of 2023 and the first six months of 2022, respectively.

Refining & Marketing Operating Statistics (unaudited)

Dollar per Barrel of Net Refinery Throughput Three Months Ended 
June 30,		 Six Months Ended 
June 30,
2023 2022 2023 2022
Refining & Marketing margin(a)
 $ 22.10  $ 37.54  $ 24.08  $ 26.93 
Less:
Refining operating costs(b)
 5.15  5.19  5.41  5.20 
Distribution costs(c)
 5.15  4.76  5.21  4.77 
Other (income) loss(d)
 (0.08) (0.20) 0.01  (0.14)
Refining & Marketing segment adjusted EBITDA 11.88  27.79  13.45  17.10 
Less:
Refining planned turnaround costs 1.47  0.54  1.43  0.56 
Depreciation and amortization 1.82  1.70  1.82  1.75 
Refining & Marketing income from operations $ 8.59  $ 25.55  $ 10.20  $ 14.79 
Fees paid to MPLX included in distribution costs above $ 3.55  $ 3.30  $ 3.61  $ 3.38 
(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.






7


Refining & Marketing - Supplemental Operating Data Three Months Ended 
June 30,		 Six Months Ended 
June 30,
2023 2022 2023 2022
Refining & Marketing refined product sales volume (mbpd)(a)
 3,581  3,615  3,467  3,455 
Crude oil refining capacity (mbpcd)(b)
 2,898  2,887  2,898  2,887 
Crude oil capacity utilization (percent)(b)
 93  100  91  96 
Refinery throughputs (mbpd):
    Crude oil refined 2,698  2,896  2,632  2,761 
    Other charge and blendstocks 227  173  249  191 
Net refinery throughputs 2,925  3,069  2,881  2,952 
Sour crude oil throughput (percent) 46  48  44  47 
Sweet crude oil throughput (percent) 54  52  56  53 
Refined product yields (mbpd):
    Gasoline 1,497  1,536  1,503  1,510 
    Distillates 1,033  1,123  1,029  1,051 
    Propane 67  74  67  71 
    NGLs and petrochemicals 227  224  192  193 
    Heavy fuel oil 61  54  46  70 
    Asphalt 83  91  83  89 
        Total 2,968  3,102  2,920  2,984 
Inter-region refinery transfers excluded from throughput and yields above (mbpd) 43  76  44  68 
(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 
June 30,		 Six Months Ended 
June 30,
2023 2022 2023 2022
Dollar per barrel of refinery throughput:
Refining & Marketing margin $ 19.24  $ 35.60  $ 22.36  $ 26.61 
Refining operating costs 3.52  3.90  3.99  4.18 
Refining planned turnaround costs 0.32  0.60  1.37  0.69 
Refining depreciation and amortization 1.42  1.30  1.43  1.35 




8

Gulf Coast Region Three Months Ended 
June 30,		 Six Months Ended 
June 30,
2023 2022 2023 2022
Refinery throughputs (mbpd):
    Crude oil refined 1,131  1,209  1,044  1,114 
    Other charge and blendstocks 186  148  191  148 
Gross refinery throughputs 1,317  1,357  1,235  1,262 
Sour crude oil throughput (percent) 54  58  48  57 
Sweet crude oil throughput (percent) 46  42  52  43 
Refined product yields (mbpd):
    Gasoline 661  653  642  624 
    Distillates 468  504  435  440 
    Propane 39  42  38  41 
    NGLs and petrochemicals 131  129  113  115 
    Heavy fuel oil 33  34  18  45 
    Asphalt 19  19  19  20 
        Total 1,351  1,381  1,265  1,285 
Inter-region refinery transfers included in throughput and yields above (mbpd) 27  46  22  37 

Mid-Continent Region Three Months Ended 
June 30,		 Six Months Ended 
June 30,
2023 2022 2023 2022
Dollar per barrel of refinery throughput:
Refining & Marketing margin $ 23.94  $ 37.30  $ 25.36  $ 25.18 
Refining operating costs 5.19  4.96  5.23  4.80 
Refining planned turnaround costs 1.75  0.46  1.11  0.37 
Refining depreciation and amortization 1.56  1.50  1.56  1.55 
Refinery throughputs (mbpd):
    Crude oil refined 1,111  1,164  1,111  1,135 
    Other charge and blendstocks 61  62  68  65 
Gross refinery throughputs 1,172  1,226  1,179  1,200 
Sour crude oil throughput (percent) 27  26  27  27 
Sweet crude oil throughput (percent) 73  74  73  73 
Refined product yields (mbpd):
    Gasoline 607  619  614  622 
    Distillates 410  433  423  424 
    Propane 20  21  20  21 
    NGLs and petrochemicals 60  63  49  51 
    Heavy fuel oil 16  20  13  16 
    Asphalt 63  71  64  69 
        Total 1,176  1,227  1,183  1,203 
Inter-region refinery transfers included in throughput and yields above (mbpd) 8  8  7  9 




9

West Coast Region Three Months Ended 
June 30,		 Six Months Ended 
June 30,
2023 2022 2023 2022
Dollar per barrel of refinery throughput:
Refining & Marketing margin $ 25.42  $ 42.78  $ 25.28  $ 31.53 
Refining operating costs 9.10  8.08  8.78  7.73 
Refining planned turnaround costs 3.80  0.53  2.21  0.58 
Refining depreciation and amortization 1.48  1.41  1.42  1.38 
Refinery throughputs (mbpd):
    Crude oil refined 456  523  477  512 
    Other charge and blendstocks 23  39  34  46 
Gross refinery throughputs 479  562  511  558 
Sour crude oil throughput (percent) 72  72  72  71 
Sweet crude oil throughput (percent) 28  28  28  29 
Refined product yields (mbpd):
    Gasoline 251  289  265  291 
    Distillates 163  197  177  193 
    Propane 8  11  9  9 
    NGLs and petrochemicals 41  39  38  35 
    Heavy fuel oil 20  33  27  36 
    Asphalt 1  1  —  — 
        Total 484  570  516  564 
Inter-region refinery transfers included in throughput and yields above (mbpd) 8  22  15  22 

Midstream Operating Statistics (unaudited)
Three Months Ended 
June 30,		 Six Months Ended 
June 30,
2023 2022 2023 2022
Pipeline throughputs (mbpd)(a)
 6,032  6,012  5,865  5,719 
Terminal throughputs (mbpd) 3,180  3,101  3,136  3,021 
Gathering system throughputs (million cubic feet per day)(b)
 6,159  5,626  6,259  5,452 
Natural gas processed (million cubic feet per day)(b)
 8,934  8,418  8,771  8,343 
C2 (ethane) + NGLs fractionated (mbpd)(b)
 583  536  588  531 
(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.





10

Select Financial Data (unaudited)
June 30, 
2023		 March 31, 
2023
(In millions)
Cash and cash equivalents
$
 7,345 
$
 7,960 
Short-term investments 4,109  3,492 
Total consolidated debt(a)
 27,283  27,280 
MPC debt
 6,877  6,886 
MPLX debt
 20,406  20,394 
Redeemable noncontrolling interest
 968  968 
Equity
 31,600  32,695 
Shares outstanding
405  430 
(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 
June 30,		 Six Months Ended 
June 30,
(In millions)
 2023 2022 2023 2022
Net income attributable to MPC $ 2,226  $ 5,873  $ 4,950  $ 6,718 
Pre-tax adjustments:
Renewable volume obligation requirements —  (238) —  (238)
Tax impact of adjustments(a)
 —  52  —  52 
Adjusted net income attributable to MPC $ 2,226  $ 5,687  $ 4,950  $ 6,532 
Diluted income per share $ 5.32  $ 10.95  $ 11.44  $ 12.15 
Adjusted diluted income per share
 $ 5.32  $ 10.61  $ 11.44  $ 11.81 
(a)Income taxes for adjusted earnings for the three and six months ended June 30, 2022 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.





11

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 
June 30,		 Six Months Ended 
June 30,
(In millions)
 2023 2022 2023 2022
Net income attributable to MPC $ 2,226  $ 5,873  $ 4,950  $ 6,718 
Net income attributable to noncontrolling interests 354  344  714  671 
Provision for income taxes 583  1,799  1,406  2,081 
Net interest and other financial costs
 142  312  296  574 
Depreciation and amortization
 834  819  1,634  1,624 
Refining planned turnaround costs
 392  151  749  296 
Renewable volume obligation requirements —  (238) —  (238)
Litigation
 —  —  —  (27)
Adjusted EBITDA
 $ 4,531  $ 9,060  $ 9,749  $ 11,699 





12

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 
June 30,		 Six Months Ended 
June 30,
(In millions) 2023 2022 2023 2022
Refining & Marketing segment adjusted EBITDA $ 3,163  $ 7,760  $ 7,016  $ 9,134 
Plus (Less):
Depreciation and amortization (484) (475) (948) (936)
Refining planned turnaround costs (392) (151) (749) (296)
Selling, general and administrative expenses 596  574  1,188  1,082 
(Income) loss from equity method investments (17) (6) 19  (18)
 Net gain on disposal of assets —  (37) (3) (37)
Other income (241) (234) (292) (415)
Refining & Marketing gross margin 2,625  7,431  6,231  8,514 
Plus (Less):
Operating expenses (excluding depreciation and amortization) 2,748  2,554  5,493  4,943 
Depreciation and amortization 484  475  948  936 
Gross margin excluded from and other income included in Refining & Marketing margin(a)
 95  71  28  85 
Other taxes included in Refining & Marketing margin (69) (49) (140) (92)
Refining & Marketing margin $ 5,883  $ 10,482  $ 12,560  $ 14,386 
Refining & Marketing margin by region:
Gulf Coast $ 2,259  $ 4,244  $ 4,910  $ 5,897 
Mid-Continent 2,535  4,135  5,379  5,428 
West Coast 1,089  2,103  2,271  3,061 
Refining & Marketing margin $ 5,883  $ 10,482  $ 12,560  $ 14,386 
(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.





13