Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share data)2022202120222021
Revenues and other income:
Sales and other operating revenues$53,795$29,615$91,853$52,326
Income from equity method investments14793289184
Net gain on disposal of assets39—213
Other income257119459196
Total revenues and other income54,23829,82792,62252,709
Costs and expenses:
Cost of revenues (excludes items below)44,20727,17779,27548,261
Depreciation and amortization8198711,6241,715
Selling, general and administrative expenses6946251,2971,200
Other taxes190189382351
Total costs and expenses45,91028,86282,57851,527
Income from continuing operations8,32896510,0441,182
Net interest and other financial costs312372574725
Income from continuing operations before income taxes8,0165939,470457
Provision for income taxes on continuing operations1,79952,08139
Income from continuing operations, net of tax6,2175887,389418
Income from discontinued operations, net of tax—8,214—8,448
Net income6,2178,8027,3898,866
Less net income attributable to:
Redeemable noncontrolling interest21214241
Noncontrolling interests323269629555
Net income attributable to MPC$5,873$8,512$6,718$8,270
Per share data (See Note 8)
Basic:
Continuing operations$11.03$0.46$12.24$(0.27)
Discontinued operations—12.63—12.98
Net income per share$11.03$13.09$12.24$12.71
Weighted average shares outstanding532650549651
Diluted:
Continuing operations$10.95$0.45$12.15$(0.27)
Discontinued operations—12.55—12.98
Net income per share$10.95$13.00$12.15$12.71
Weighted average shares outstanding536654553651

The accompanying notes are an integral part of these consolidated financial statements.

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(Millions of dollars)2022202120222021
Net income$6,217$8,802$7,389$8,866
Defined benefit plans:
Actuarial changes, net of tax of $7, $61, $11 and $64, respectively2118333192
Prior service, net of tax of $(4), $(2), $(8) and $(5), respectively(12)(8)(25)(16)
Other, net of tax of $—, $(2), $(2) and $(2), respectively—(4)(6)(4)
Other comprehensive income91712172
Comprehensive income6,2268,9737,3919,038
Less comprehensive income attributable to:
Redeemable noncontrolling interest21214241
Noncontrolling interests323269629555
Comprehensive income attributable to MPC$5,882$8,683$6,720$8,442

The accompanying notes are an integral part of these consolidated financial statements.

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Millions of dollars, except share data)June 30, 2022December 31, 2021
Assets
Cash and cash equivalents$9,078$5,291
Short-term investments4,2415,548
Receivables, less allowance for doubtful accounts of $39 and $40, respectively17,30511,034
Inventories11,0488,055
Other current assets741568
Total current assets42,41330,496
Equity method investments5,5085,409
Property, plant and equipment, net37,06237,440
Goodwill8,2448,256
Right of use assets1,2761,372
Other noncurrent assets2,2342,400
Total assets$96,737$85,373
Liabilities
Accounts payable$22,502$13,700
Payroll and benefits payable619911
Accrued taxes2,5841,231
Debt due within one year1,087571
Operating lease liabilities391438
Other current liabilities1,2541,047
Total current liabilities28,43717,898
Long-term debt25,68724,968
Deferred income taxes5,5425,638
Defined benefit postretirement plan obligations1,1331,015
Long-term operating lease liabilities879927
Deferred credits and other liabilities1,3901,346
Total liabilities63,06851,792
Commitments and contingencies (see Note 23)
Redeemable noncontrolling interest965965
Equity
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)——
Common stock:
Issued – 989 million and 984 million shares (par value $0.01 per share, 2 billion shares authorized)1010
Held in treasury, at cost – 476 million and 405 million shares(26,000)(19,904)
Additional paid-in capital33,37833,262
Retained earnings18,98312,905
Accumulated other comprehensive loss(65)(67)
Total MPC stockholders’ equity26,30626,206
Noncontrolling interests6,3986,410
Total equity32,70432,616
Total liabilities, redeemable noncontrolling interest and equity$96,737$85,373

The accompanying notes are an integral part of these consolidated financial statements.

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Six Months Ended June 30,
(Millions of dollars)20222021
Operating activities:
Net income$7,389$8,866
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs and debt discount3341
Depreciation and amortization1,6241,715
Pension and other postretirement benefits, net117(34)
Deferred income taxes(92)(49)
Net gain on disposal of assets(21)(3)
Income from equity method investments(289)(184)
Distributions from equity method investments336303
Income from discontinued operations—(8,448)
Changes in income tax receivable1120
Changes in the fair value of derivative instruments(169)(1)
Changes in:
Current receivables(6,282)(3,947)
Inventories(2,979)(880)
Current accounts payable and accrued liabilities10,1064,477
Right of use assets and operating lease liabilities, net24
All other, net(277)(79)
Cash provided by operating activities - continuing operations9,5091,801
Cash provided by (used in) operating activities - discontinued operations(44)33
Net cash provided by operating activities9,4651,834
Investing activities:
Additions to property, plant and equipment(993)(606)
Acquisitions, net of cash acquired(74)—
Disposal of assets7281
Investments – acquisitions and contributions(160)(113)
– redemptions, repayments and return of capital—3
Purchases of short-term investments(2,581)(5,417)
Sales of short-term investments1,075—
Maturities of short-term investments2,811—
All other, net470220
Cash provided by (used in) investing activities - continuing operations620(5,832)
Cash provided by investing activities - discontinued operations—21,235
Net cash provided by investing activities62015,403
Financing activities:
Commercial paper – issued—7,414
– repayments—(8,437)
Long-term debt – borrowings2,38510,775
– repayments(1,237)(13,056)
Debt issuance costs(16)—
Issuance of common stock16753
Common stock repurchased(6,177)(984)

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Six Months Ended June 30,
(Millions of dollars)20222021
Dividends paid(643)(760)
Distributions to noncontrolling interests(599)(613)
Repurchases of noncontrolling interests(135)(310)
All other, net(41)(36)
Net cash used in financing activities(6,296)(5,954)
Net change in cash, cash equivalents and restricted cash$3,789$11,283
Cash, cash equivalents and restricted cash balances:****(a)
Continuing operations - beginning of period$5,294$416
Discontinued operations - beginning of period—140
Less: Discontinued operations - end of period——
Continuing operations - end of period$9,083$11,839

(a)Restricted cash is included in other current assets on our consolidated balance sheets.

The accompanying notes are an integral part of these consolidated financial statements.

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMBALE NONCONTROLLING INTEREST

(Unaudited)

MPC Stockholders’ Equity
Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling InterestsTotal EquityRedeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)SharesAmountSharesAmount
Balance as of December 31, 2021984$10(405)$(19,904)$33,262$12,905$(67)$6,410$32,616$965
Net income—————845—3061,15121
Dividends declared on common stock ($0.58 per share)—————(330)——(330)—
Distributions to noncontrolling interests———————(290)(290)(21)
Other comprehensive loss——————(7)—(7)—
Shares repurchased——(37)(2,807)————(2,807)—
Stock-based compensation3———90——(1)89—
Equity transactions of MPLX————(25)——(63)(88)—
Balance as of March 31, 2022987$10(442)$(22,711)$33,327$13,420$(74)$6,362$30,334$965
Net income—————5,873—3236,19621
Dividends declared on common stock ($0.58 per share)—————(310)——(310)—
Distributions to noncontrolling interests———————(267)(267)(21)
Other comprehensive income——————9—9—
Shares repurchased——(34)(3,285)————(3,285)—
Stock-based compensation2——(4)71——269—
Equity transactions of MPLX————(20)——(22)(42)—
Balance as of June 30, 2022989$10(476)$(26,000)$33,378$18,983$(65)$6,398$32,704$965
MPC Stockholders’ Equity
Common StockTreasury StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Non-controlling InterestsTotal EquityRedeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)SharesAmountSharesAmount
Balance as of December 31, 2020980$10(329)$(15,157)$33,208$4,650$(512)$7,053$29,252$968
Net income (loss)—————(242)—2864420
Dividends declared on common stock ($0.58 per share)—————(379)——(379)—
Distributions to noncontrolling interests———————(300)(300)(20)
Other comprehensive income——————1—1—
Stock-based compensation1——(1)18———17—
Equity transactions of MPLX————(4)——(120)(124)—
Balance as of March 31, 2021981$10(329)$(15,158)$33,222$4,029$(511)$6,919$28,511$968
Net income—————8,512—2698,78121
Dividends declared on common stock ($0.58 per share)—————(381)——(381)—
Distributions to noncontrolling interests———————(272)(272)(21)
Other comprehensive income——————171—171—
Shares repurchased——(16)(984)————(984)—
Stock-based compensation2——(5)50——247—
Equity transactions of MPLX————(34)——(114)(148)—
Balance as of June 30, 2021983$10(345)$(16,147)$33,238$12,160$(340)$6,804$35,725$968

The accompanying notes are an integral part of these consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1**.** DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

We are a leading, integrated, downstream energy company headquartered in Findlay, Ohio. We operate the nation's largest refining system. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market and to independent entrepreneurs who operate branded outlets. We also sell transportation fuel to consumers through direct dealer locations under long-term supply contracts. MPC’s midstream operations are primarily conducted through MPLX LP (“MPLX”), which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We own the general partner and a majority limited partner interest in MPLX. See Note 5.

Basis of Presentation

All significant intercompany transactions and accounts have been eliminated.

These interim consolidated financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. Certain information and disclosures derived from our audited annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from these interim financial statements.

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year.

2**.** ACCOUNTING STANDARDS

Recently Adopted

ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance

In November 2021, the FASB issued guidance requiring disclosures for certain types of government assistance that have been accounted for by analogy to grant or contribution models. Disclosures will include information about the type of transactions, accounting and the impact on financial statements. We prospectively adopted this standard in the first quarter of 2022. The adoption of this standard did not have a material impact on our financial statements or disclosures.

3. SHORT-TERM INVESTMENTS

Investments Components

The components of investments were as follows:

June 30, 2022
(In millions)Fair Value LevelAmortized CostUnrealized GainsUnrealized LossesFair ValueCash and Cash EquivalentsShort-term Investments
Available-for-sale debt securities
Commercial paperLevel 2$3,300$—$(6)$3,294$583$2,711
Certificates of deposit and time depositsLevel 25,313—(4)5,3093,8301,479
U.S. government securitiesLevel 123——23—23
Corporate notes and bondsLevel 228——28—28
Total available-for-sale debt securities$8,664$—$(10)$8,654$4,413$4,241
Cash4,6654,665—
Total$13,319$9,078$4,241

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December 31, 2021
(In millions)Fair Value LevelAmortized CostUnrealized GainsUnrealized LossesFair ValueCash and Cash EquivalentsShort-term Investments
Available-for-sale debt securities
Commercial paperLevel 2$4,905$—$(1)$4,904$868$4,036
Certificates of deposit and time depositsLevel 22,024——2,0247501,274
U.S. government securitiesLevel 128——28—28
Corporate notes and bondsLevel 2271——27161210
Total available-for-sale debt securities$7,228$—$(1)$7,227$1,679$5,548
Cash3,6123,612—
Total$10,839$5,291$5,548

Our investment policy includes concentration limits and credit rating requirements which limits our investments to high quality, short term and highly liquid securities.

Unrealized losses on debt investments held from May 14, 2021, which coincides with the sale of Speedway, to June 30, 2022 were not material. Realized gains/losses were not material. All of our available-for-sale debt securities held as of June 30, 2022 mature within one year or less or are readily available for use.

4**.** DISCONTINUED OPERATIONS

On May 14, 2021, we completed the sale of Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven for cash proceeds of approximately $21.38 billion. After-tax proceeds were approximately $17.22 billion. This transaction resulted in a pretax gain of $11.68 billion ($8.02 billion after income taxes) after deducting the book value of the net assets and certain other adjustments.

The proceeds and related Speedway sale gain may be adjusted in future periods based on provisions of the purchase and sale agreement that allow for adjustments of working capital amounts and other miscellaneous items subsequent to the transaction closing date of May 14, 2021.

Results of operations for Speedway are reflected through the close of the sale. The following table presents Speedway results and the gain on sale as reported in income from discontinued operations, net of tax, within our consolidated statements of income.

Three Months EndedSix Months Ended
(In millions)June 30, 2021
Revenues, other income and net gain on disposal of assets:
Revenues and other income$3,081$8,420
Net gain on disposal of assets11,68211,682
Total revenues, other income and net gain on disposal of assets14,76320,102
Costs and expenses:
Cost of revenues (excludes items below)2,7487,654
Depreciation and amortization13
Selling, general and administrative expenses48121
Other taxes2475
Total costs and expenses2,8217,853
Income from operations11,94212,249
Net interest and other financial costs26
Income before income taxes11,94012,243
Provision for income taxes3,7263,795
Income from discontinued operations, net of tax$8,214$8,448

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Fuel Supply Agreements

During the second quarter of 2021, we entered into various 15-year fuel supply agreements through which we continue to supply fuel to Speedway.

5**.** MASTER LIMITED PARTNERSHIP

We own the general partner and a majority limited partner interest in MPLX, which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We control MPLX through our ownership of the general partner interest. As of June 30, 2022, we owned approximately 64 percent of the outstanding MPLX common units.

Unit Repurchase Program

On November 2, 2020, MPLX announced the board authorization of a unit repurchase program for the repurchase of up to $1.0 billion of MPLX’s outstanding common units held by the public.

Total unit repurchases were as follows for the respective periods:

Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share data)2022202120222021
Number of common units repurchased16412
Cash paid for common units repurchased$35$155$135$310
Average cost per unit$33.74$27.40$32.48$26.02

As of June 30, 2022, MPLX had $202 million remaining under its unit repurchase authorization.

Agreements

We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX provides transportation, storage, distribution and marketing services to us. With certain exceptions, these agreements generally contain minimum volume commitments. These transactions are eliminated in consolidation but are reflected as intersegment transactions between our Refining & Marketing and Midstream segments. We also have agreements with MPLX that establish fees for operational and management services provided between us and MPLX and for executive management services and certain general and administrative services provided by us to MPLX. These transactions are eliminated in consolidation but are reflected as intersegment transactions between our Corporate and Midstream segments.

Noncontrolling Interest

As a result of equity transactions of MPLX, we are required to adjust non-controlling interest and additional paid-in capital. Changes in MPC’s additional paid-in capital resulting from changes in its ownership interests in MPLX were as follows:

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Decrease due to change in ownership$(13)$(41)$(50)$(76)
Tax impact(7)7538
Decrease in MPC's additional paid-in capital, net of tax$(20)$(34)$(45)$(38)

6**.** VARIABLE INTEREST ENTITIES

Consolidated VIE

We control MPLX through our ownership of its general partner. MPLX is a VIE because the limited partners do not have substantive kick-out or participating rights over the general partner. We are the primary beneficiary of MPLX because in addition to our significant economic interest, we also have the ability, through our ownership of the general partner, to control the decisions that most significantly impact MPLX. We therefore consolidate MPLX and record a noncontrolling interest for the interest owned by the public. We also record a redeemable noncontrolling interest related to MPLX’s Series A preferred units.

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 LLC (“LOOP”) and LOCAP LLC (“LOCAP”), in which

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MPLX holds an interest. See Note 23 for more information. The assets of MPLX can only be used to settle its own obligations and its creditors have no recourse to our assets, except as noted earlier.

The following table presents balance sheet information for the assets and liabilities of MPLX, which are included in our balance sheets.

(In millions)June 30, 2022December 31, 2021
Assets
Cash and cash equivalents$298$13
Receivables, less allowance for doubtful accounts798660
Inventories157142
Other current assets4655
Equity method investments4,0993,981
Property, plant and equipment, net19,76720,042
Goodwill7,6457,657
Right of use assets300268
Other noncurrent assets817891
Liabilities
Accounts payable$808$671
Payroll and benefits payable36
Accrued taxes8675
Debt due within one year1,000499
Operating lease liabilities4559
Other current liabilities442304
Long-term debt18,77518,072
Deferred income taxes1410
Long-term operating lease liabilities250205
Deferred credits and other liabilities602559

7**.** RELATED PARTY TRANSACTIONS

Transactions with related parties were as follows:

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Sales to related parties$21$11$40$54
Purchases from related parties297219579422

Sales to related parties, which are included in sales and other operating revenues, consist primarily of refined product sales to certain of our equity affiliates.

Purchases from related parties are included in cost of revenues. We obtain utilities, transportation services and purchase ethanol from certain of our equity affiliates.

8**.** EARNINGS PER SHARE

We compute basic earnings per share by dividing net income attributable to MPC less income allocated to participating securities by the weighted average number of shares of common stock outstanding. Since MPC grants certain incentive compensation awards to employees and non-employee directors that are considered to be participating securities, we have calculated our earnings per share using the two-class method. Diluted income per share assumes exercise of certain stock-based compensation awards, provided the effect is not anti-dilutive.

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Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share data)2022202120222021
Income from continuing operations, net of tax$6,217$588$7,389$418
Less: Net income attributable to noncontrolling interest344290671596
Net income allocated to participating securities3—3—
Income (loss) from continuing operations available to common stockholders5,8702986,715(178)
Income from discontinued operations, net of tax—8,214—8,448
Income available to common stockholders$5,870$8,512$6,715$8,270
Weighted average common shares outstanding:
Basic532650549651
Effect of dilutive securities444—
Diluted536654553651
Income available to common stockholders per share:
Basic:
Continuing operations$11.03$0.46$12.24$(0.27)
Discontinued operations—12.63—12.98
Net income per share$11.03$13.09$12.24$12.71
Diluted:
Continuing operations$10.95$0.45$12.15$(0.27)
Discontinued operations—12.55—12.98
Net income per share$10.95$13.00$12.15$12.71

The following table summarizes the shares that were anti-dilutive and, therefore, were excluded from the diluted share calculation.

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Shares issuable under stock-based compensation plans—3—8

9. EQUITY

On February 2, 2022, we announced our board of directors approved an incremental $5.0 billion share repurchase authorization. The authorization has no expiration date.

We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated share repurchases 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 or discontinued at any time.

Total share repurchases were as follows for the respective periods:

Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share data)2022202120222021
Number of shares repurchased34167116
Cash paid for shares repurchased$3,331$984$6,177$984
Average cost per share$95.46$63.00$85.31$63.00

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As of June 30, 2022, MPC had $4.17 billion remaining under its share repurchase authorizations,

10**.** SEGMENT INFORMATION

We have two reportable segments: Refining & Marketing and Midstream. Each of these segments is organized and managed based upon the nature of the products and services it offers.

  • Refining & Marketing – refines crude oil and other feedstocks, including renewable feedstocks, at our refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined products, including renewable diesel, through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon® branded outlets and through long-term fuel supply contracts with direct dealers who operate locations mainly under the ARCO® brand.

  • Midstream – transports, stores, distributes and markets crude oil and refined products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and gathers, transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX.

During the first quarter of 2022, our chief operating decision maker (“CODM”) began to evaluate the performance of our segments using segment adjusted EBITDA. We have modified our presentation of segment performance to be consistent with this change, including prior periods presented for consistent and comparable presentation. Amounts included in income from continuing operations 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. Assets by segment are not a measure used to assess the performance of the company by the CODM and thus are not reported in our disclosures.

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Segment adjusted EBITDA for reportable segments
Refining & Marketing$7,760$751$9,134$774
Midstream1,4561,3082,8592,630
Total reportable segments$9,216$2,059$11,993$3,404
Reconciliation of segment adjusted EBITDA for reportable segments to income from continuing operations before income taxes
Total reportable segments$9,216$2,059$11,993$3,404
Corporate(156)(149)(294)(274)
Refining planned turnaround costs(151)(61)(296)(173)
Storm impacts———(47)
Renewable volume obligation requirements238—238—
Litigation——27—
Impairments(a)—(13)—(13)
Depreciation and amortization(b)(819)(871)(1,624)(1,715)
Net interest and other financial costs(312)(372)(574)(725)
Income from continuing operations before income taxes$8,016$593$9,470$457

(a) Impairment of equity method investments.

(b) The three and six months ended June 30, 2021 includes $43 million of impairments of long lived assets.

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Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Sales and other operating revenues
Refining & Marketing
Revenues from external customers(a)$52,300$28,554$89,092$50,215
Intersegment revenues47308358
Refining & Marketing segment revenues52,34728,58489,17550,273
Midstream
Revenues from external customers(a)1,4951,0612,7612,111
Intersegment revenues1,3081,2482,5552,447
Midstream segment revenues2,8032,3095,3164,558
Total segment revenues55,15030,89394,49154,831
Less: intersegment revenues1,3551,2782,6382,505
Consolidated sales and other operating revenues(a)$53,795$29,615$91,853$52,326

(a)Includes related party sales. See Note 7 for additional information.

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Income (loss) from equity method investments
Refining & Marketing$6$14$18$19
Midstream14192271178
Corporate(a)—(13)—(13)
Consolidated income from equity method investments$147$93$289$184
Depreciation and amortization
Refining & Marketing$475$466$936$944
Midstream330331661665
Corporate147427106
Consolidated depreciation and amortization$819$871$1,624$1,715
Capital expenditures
Refining & Marketing$315$176$559$310
Midstream222178505316
Segment capital expenditures and investments5373541,064626
Less investments in equity method investees4862160113
Plus:
Corporate15233844
Capitalized interest25164830
Consolidated capital expenditures(b)$529$331$990$587

(a)Impairment of equity method investment.

(b)Includes changes in capital expenditure accruals. See Note 20 for a reconciliation of total capital expenditures to additions to property, plant and equipment for the six months ended June 30, 2022 and 2021 as reported in the consolidated statements of cash flows.

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11**.** NET INTEREST AND OTHER FINANCIAL COSTS

Net interest and other financial costs were as follows:

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Interest income$(18)$(2)$(23)$(3)
Interest expense324337634688
Interest capitalized(25)(19)(48)(36)
Pension and other postretirement non-service costs(a)32561156
Other financial costs (credits)(1)——20
Net interest and other financial costs$312$372$574$725

(a)See Note 22.

12. INCOME TAXES

We recorded a combined federal, state and foreign income tax provision of $1.799 billion and $2.081 billion for the three and six months ended June 30, 2022, respectively, which was higher than the tax computed at the U.S. statutory rate primarily due to state taxes offset by net income attributable to noncontrolling interests.

We recorded a combined federal, state and foreign income tax provision of $5 million and $39 million for the three and six months ended June 30, 2021, respectively, which was lower than the tax computed at the U.S. statutory rate primarily due to income attributable to noncontrolling interests.

13. INVENTORIES

(In millions)June 30, 2022December 31, 2021
Crude oil$4,174$2,639
Refined products5,8144,460
Materials and supplies1,060956
Total$11,048$8,055

Inventories are carried at the lower of cost or market value. Costs of crude oil and refined products are aggregated on a consolidated basis for purposes of assessing whether the LIFO cost basis of these inventories may have to be written down to market values.

14. EQUITY METHOD INVESTMENTS

On June 1, 2022, MPC purchased the remaining 49 percent interest in Watson Cogeneration Company from NRG Energy, Inc. for approximately $59 million. This entity will now be consolidated and included in our consolidated results. It was previously accounted for as an equity method investment.

The excess of the estimated $62 million fair value over the $25 million book value of our 51 percent ownership interest in Watson Cogeneration Company resulted in a $37 million non-cash gain, which is included in the net gain on disposal of assets line of the accompanying consolidated statements of income.

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15**.** PROPERTY, PLANT AND EQUIPMENT

June 30, 2022December 31, 2021
(In millions)Gross PP&EAccumulated DepreciationNet PP&EGross PP&EAccumulated DepreciationNet PP&E
Refining & Marketing$32,147$16,018$16,129$31,089$14,876$16,213
Midstream28,3257,90420,42128,0987,38420,714
Corporate1,4709585121,446933513
Total$61,942$24,880$37,062$60,633$23,193$37,440

16**.** FAIR VALUE MEASUREMENTS

Fair Values—Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 by fair value hierarchy level. We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty, including any related cash collateral as shown below; however, fair value amounts by hierarchy level are presented on a gross basis in the following tables.

June 30, 2022
Fair Value Hierarchy
(In millions)Level 1Level 2Level 3Netting and Collateral(a)Net Carrying Value on Balance Sheet(b)Collateral Pledged Not Offset
Assets:
Commodity contracts$761$—$—$(620)$141$79
Liabilities:
Commodity contracts$622$—$—$(622)$—$—
Embedded derivatives in commodity contracts——92—92—
December 31, 2021
Fair Value Hierarchy
(In millions)Level 1Level 2Level 3Netting and Collateral(a)Net Carrying Value on Balance Sheet(b)Collateral Pledged Not Offset
Assets:
Commodity contracts$270$1$—$(235)$36$34
Liabilities:
Commodity contracts$248$1$—$(249)$—$—
Embedded derivatives in commodity contracts——108—108—

(a)Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of June 30, 2022, cash collateral of $2 million was netted with the mark-to-market derivative liabilities. As of December 31, 2021, cash collateral of $14 million was netted with mark-to-market derivative liabilities.

(b)We have no derivative contracts that are covered by master netting arrangements reflected gross on the balance sheet.

Level 3 instruments include embedded derivatives in commodity contracts. The embedded derivative liability relates to a natural gas purchase agreement embedded in a keep‑whole processing agreement. The fair value calculation for these Level 3 instruments at June 30, 2022 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.72 to $1.98 per gallon with a weighted average of $0.98 per gallon and (2) the probability of renewal of 100 percent for the five-year term of the natural gas purchase agreement and the related keep-whole processing agreement. Increases or decreases in the fractionation spread result in an increase or decrease in the fair value of the embedded derivative liability.

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The following is a reconciliation of the beginning and ending balances recorded for net liabilities classified as Level 3 in the fair value hierarchy.

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Beginning balance$99$66$108$63
Unrealized and realized (gain)/loss included in net income(4)39(8)45
Settlements of derivative instruments(3)(3)(8)(6)
Ending balance$92$102$92$102
The amount of total (gain)/loss for the period included in earnings attributable to the change in unrealized losses relating to liabilities still held at the end of period:$(3)$39$(8)$41

Fair Values – Reported

We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities, approximate fair value. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments and the expected insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. The borrowings under our revolving credit facilities, which include variable interest rates, approximate fair value. The fair value of our long-term debt is based on prices from recent trade activity and is categorized in level 3 of the fair value hierarchy. The carrying and fair values of our debt were approximately $26.3 billion and $24.7 billion at June 30, 2022, respectively, and approximately $25.1 billion and $28.1 billion at December 31, 2021, respectively. These carrying and fair values of our debt exclude the unamortized issuance costs which are netted against our total debt.

17**.** DERIVATIVES

For further information regarding the fair value measurement of derivative instruments, including any effect of master netting agreements or collateral, see Note 16. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.

Derivatives that are not designated as accounting hedges may include commodity derivatives used to hedge price risk on (1) inventories, (2) fixed price sales of refined products, (3) the acquisition of foreign-sourced crude oil, (4) the acquisition of ethanol for blending with refined products, (5) the sale of NGLs, (6) the purchase of natural gas and (7) the purchase of soybean oil.

The following table presents the fair value of derivative instruments as of June 30, 2022 and December 31, 2021 and the line items in the balance sheets in which the fair values are reflected. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements including cash collateral on deposit with, or received from, brokers. We offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. As a result, the asset and liability amounts below will not agree with the amounts presented in our consolidated balance sheets.

(In millions)June 30, 2022December 31, 2021
Balance Sheet LocationAssetLiabilityAssetLiability
Commodity derivatives
Other current assets$761$622$271$249
Other current liabilities(a)—14—15
Deferred credits and other liabilities(a)—78—93

(a) Includes embedded derivatives.

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The table below summarizes open commodity derivative contracts for crude oil, refined products, blending products and soybean oil as of June 30, 2022.

Percentage of contracts that expire next quarterPosition
(Units in thousands of barrels)LongShort
Exchange-traded(a)
Crude oil75.6%95,368103,520
Refined products89.6%13,53915,813
Blending products75.6%2,9666,887
Soybean oil84.0%3,7384,342

(a) Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 20,607 long and 21,937 short; Refined products - 1,181 long and 890 short. There are no spread contracts for blending products or soybean oil.

The following table summarizes the effect of all commodity derivative instruments in our consolidated statements of income:

Gain (Loss)
(In millions)Three Months Ended June 30,Six Months Ended June 30,
Income Statement Location2022202120222021
Sales and other operating revenues$—$(5)$—$(15)
Cost of revenues17(168)(325)(233)
Other income(1)—1—
Total$16$(173)$(324)$(248)

18**.** DEBT

Our outstanding borrowings at June 30, 2022 and December 31, 2021 consisted of the following:

(In millions)June 30, 2022December 31, 2021
Marathon Petroleum Corporation:
Senior notes$6,449$6,449
Notes payable11
Finance lease obligations620589
Total$7,070$7,039
MPLX LP:
Bank revolving credit facility—300
Senior notes20,10018,600
Finance lease obligations89
Total$20,108$18,909
Total debt$27,178$25,948
Unamortized debt issuance costs(140)(129)
Unamortized (discount) premium, net(264)(280)
Amounts due within one year(1,087)(571)
Total long-term debt due after one year$25,687$24,968

MPLX Senior Notes

On March 14, 2022, MPLX issued $1.5 billion aggregate principal amount of 4.950% senior notes due March 2052 in an underwritten public offering. The net proceeds were used to repay amounts outstanding under the MPC intercompany loan agreement and the MPLX credit agreement.

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Available Capacity under our Credit Facilities as of June 30, 2022

(Dollars in millions)Total CapacityOutstanding BorrowingsOutstanding Letters of CreditAvailable CapacityWeighted Average Interest RateExpiration
MPC, excluding MPLX
MPC bank revolving credit facility$5,000$—$1$4,999—%October 2023
MPC trade receivables securitization facility(a)100—100——September 2022
MPLX
MPLX bank revolving credit facility3,500——3,500—%July 2024

(a) The committed borrowing and letter of credit issuance capacity of 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. As of June 30, 2022, letters of credit in the total amount of $358 million were issued and outstanding under the facility to secure contracts awarded by the Department of Energy to purchase crude oil from the Strategic Petroleum Reserve. In July 2022, the trade receivables securitization facility was amended to, among other things, extend its term until September 29, 2023.

MPC Bank Revolving Credit Facility

On July 7, 2022, MPC entered into a new five-year revolving credit agreement (the “New MPC Credit Agreement”) to replace its previous $5.0 billion credit facility that was scheduled to expire in October 2023. The New MPC Credit Agreement, among other things, provides for a $5.0 billion unsecured revolving credit facility that matures in July 2027. The financial covenants of the New MPC Credit Agreement are substantially the same as those contained in the previous credit agreement. Borrowings under the New MPC Credit Agreement bear interest, at MPC’s election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the New MPC Credit Agreement, plus an applicable margin.

MPLX Bank Revolving Credit Facility

On July 7, 2022, MPLX entered into a new five-year revolving credit agreement (the “New MPLX Credit Agreement”) to replace its previous $3.5 billion credit facility that was scheduled to expire in July 2024. The New MPLX Credit Agreement, among other things, provides for a $2.0 billion unsecured revolving credit facility that matures in July 2027. The New MPLX Credit Agreement also provides for letter of credit issuing capacity under the facility of $150 million. Letters of credit issuing capacity is included in, not in addition to, the $2.0 billion borrowing capacity of the New MPLX Credit Agreement. The financial covenants of the New MPLX Credit Agreement are substantially the same as those contained in the previous credit agreement. Borrowings under the MPLX Credit Agreement bear interest, at MPLX’s election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the MPLX Credit Agreement, plus an applicable margin.

19**.** REVENUE

The following table presents our revenues from external customers disaggregated by segment and product line.

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Refining & Marketing:
Refined products$48,864$26,528$82,457$46,337
Crude oil2,9761,8665,8653,312
Services and other460160770566
Total revenues from external customers52,30028,55489,09250,215
Midstream:
Refined products6983041,195586
Services and other7977571,5661,525
Total revenues from external customers1,4951,0612,7612,111
Sales and other operating revenues$53,795$29,615$91,853$52,326

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We do not disclose information on the future performance obligations for any contract with expected duration of one year or less at inception. As of June 30, 2022, we do not have future performance obligations that are material to future periods.

Receivables

On the accompanying consolidated balance sheets, receivables, less allowance for doubtful accounts primarily consists of customer receivables. Significant, non-customer balances included in our receivables at June 30, 2022 include matching buy/sell receivables of $7.81 billion.

20**.** SUPPLEMENTAL CASH FLOW INFORMATION

Six Months Ended June 30,
(In millions)20222021
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)$519$649
Net income taxes paid to (received from) taxing authorities1,123319
Non-cash investing and financing activities:
Book value of equity method investment(a)25—

(a) Represents the book value of MPC’s equity method investment in Watson Cogeneration Company at June 1, 2022 prior to MPC buying out the remaining interest in Watson Cogeneration Company. See Note 14 for additional information.

The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:

Six Months Ended June 30,
(In millions)20222021
Additions to property, plant and equipment per the consolidated statements of cash flows$993$606
Decrease in capital accruals(3)(19)
Total capital expenditures$990$587

21**.** ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table shows the changes in accumulated other comprehensive loss by component. Amounts in parentheses indicate debits.

(In millions)Pension BenefitsOther BenefitsOtherTotal
Balance as of December 31, 2020$(338)$(181)$7$(512)
Other comprehensive gain (loss) before reclassifications, net of tax of $441321(4)129
Amounts reclassified from accumulated other comprehensive loss:
Amortization of prior service cost (credit)(a)(23)1—(22)
Amortization of actuarial loss(a)245—29
Settlement loss(a)49——49
Tax effect(11)(2)—(13)
Other comprehensive income (loss)1715(4)172
Balance as of June 30, 2021$(167)$(176)$3$(340)

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(In millions)Pension BenefitsOther BenefitsOtherTotal
Balance as of December 31, 2021$(117)$49$1$(67)
Other comprehensive gain (loss) before reclassifications, net of tax of $(8)(19)3(6)(22)
Amounts reclassified from accumulated other comprehensive loss:
Amortization of prior service credit(a)(23)(11)—(34)
Amortization of actuarial loss(a)73—10
Settlement loss(a)56——56
Tax effect(10)2—(8)
Other comprehensive income (loss)11(3)(6)2
Balance as of June 30, 2022$(106)$46$(5)$(65)

(a)These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 22.

22**.** PENSION AND OTHER POSTRETIREMENT BENEFITS

The following summarizes the components of net periodic benefit costs:

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2022202120222021
Pension Benefits
Service cost$65$72$133$148
Interest cost24234746
Expected return on plan assets(37)(29)(78)(62)
Amortization of prior service credit(12)(12)(23)(23)
Amortization of actuarial loss314725
Settlement loss54495649
Net periodic pension benefit cost$97$117$142$183
Other Benefits
Service cost$5$7$13$17
Interest cost581015
Amortization of prior service cost (credit)(6)—(11)1
Amortization of actuarial loss1335
Net periodic other benefit cost$5$18$15$38

The components of net periodic benefit cost other than the service cost component are included in net interest and other financial costs on the consolidated statements of income.

During the six months ended June 30, 2022, we did not make contributions to our funded pension plans. Benefit payments related to unfunded pension and other postretirement benefit plans were $9 million and $31 million, respectively, during the six months ended June 30, 2022.

23**.** COMMITMENTS AND CONTINGENCIES

We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. For matters for which we have not recorded a liability, we are unable to estimate a range of possible loss because the issues involved have not been fully developed through pleadings, discovery or court proceedings. However, the ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.

Environmental Matters

We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous

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waste disposal sites and certain other locations including presently or formerly owned or operated retail marketing sites. Penalties may be imposed for noncompliance.

At June 30, 2022 and December 31, 2021, accrued liabilities for remediation totaled $396 million and $401 million, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $5 million and $6 million at June 30, 2022 and December 31, 2021, respectively.

Governmental and other entities in various states have filed climate-related lawsuits against numerous energy companies, including MPC. The lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. We are currently subject to such proceedings in federal or state courts in California, Delaware, Maryland, Hawaii, Rhode Island and South Carolina. Similar lawsuits may be filed in other jurisdictions. At this early stage, the ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.

We are involved in a number of environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Other Legal Proceedings

In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota. The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million. On appeal, the Assistant Secretary - Indian Affairs vacated the BIA’s trespass order and remanded to the Regional Director for the BIA Great Plains Region to issue a new decision based on specified criteria. On December 15, 2020, the Regional Director of the BIA issued a new trespass notice to THPP, finding that THPP was in trespass and assessing trespass damages of approximately $4 million (including interest), which has been paid. The order also required that THPP immediately cease and desist use of the portion of the pipeline that crosses the property at issue. THPP has complied with the Regional Director’s December 15, 2020 notice. In March 2021, THPP received a copy of an order purporting to vacate all orders related to THPP’s alleged trespass issued by the BIA between July 2, 2020 and January 14, 2021. The order directs the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order, if necessary, after all interested parties have had an opportunity to be heard. On April 23, 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (together, the “U.S. Government Parties”) challenging the March order purporting to vacate all previous orders related to THPP’s alleged trespass. On February 8, 2022, the U.S. Government Parties filed their answer to THPP’s suit, asserting counterclaims for trespass and ejectment. The U.S. Government parties claim THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. We intend to vigorously defend ourselves against these counterclaims. We continue to work towards a settlement of this matter with holders of the property rights at issue.

We are also a party to a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not, individually or collectively, have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Guarantees

We have provided certain guarantees, direct and indirect, of the indebtedness of other companies. Under the terms of most of these guarantee arrangements, we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements. In addition to these financial guarantees, we also have various performance guarantees related to specific agreements.

Guarantees related to indebtedness of equity method investees

LOOP and LOCAP

MPC and MPLX hold interests in an offshore oil port, LOOP, and MPLX holds an interest in a crude oil pipeline system, LOCAP. Both LOOP and LOCAP have secured various project financings with throughput and deficiency agreements. Under the agreements, MPC, as a shipper, is required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The duration of the agreements varies but tends to follow the terms of the underlying debt, which extend through 2037. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $171 million as of June 30, 2022.

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Dakota Access Pipeline

MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL. In 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement. Completion of the EIS may now be delayed as the Army Corps engages with the Standing Rock Sioux Tribe on the tribe’s reasons for withdrawing as a cooperating agency with respect to preparation of the EIS.

In May 2021, the D.D.C. denied a renewed request for an injunction to shut down the pipeline while the EIS is being prepared. In June 2021, the D.D.C. issued an order dismissing without prejudice the tribes’ claims against the Dakota Access Pipeline. The litigation could be reopened or new litigation challenging the EIS, once completed, could be filed. The pipeline remains operational.

MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system. If the pipeline were temporarily shut down, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown. MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the permit and/or return the pipeline into operation. If the vacatur of the easement permit results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the 1% redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of June 30, 2022, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.

Crowley Ocean Partners LLC and Crowley Blue Water Partners LLC

In connection with our 50 percent indirect interest in Crowley Ocean Partners LLC, we have agreed to conditionally guarantee our portion of the obligations of the joint venture and its subsidiaries under a senior secured term loan used to finance the acquisition of four product tankers. MPC’s liability under the guarantee for each vessel is conditioned upon the occurrence of certain events, including if we cease to maintain an investment grade credit rating or the charter for the relevant product tanker ceases to be in effect and is not replaced by a charter with an investment grade company on certain defined commercial terms. During the first quarter of 2022, the guarantee for the debt associated with one of the four vessels became effective upon the expiration of the charter for the relevant vessel. As of June 30, 2022, our maximum potential undiscounted payments under this agreement for debt principal totaled $103 million.

In connection with our 50 percent indirect interest in Crowley Blue Water Partners LLC, we have agreed to provide a conditional guarantee of up to 50 percent of its outstanding debt balance in the event there is no charter agreement in place with an investment grade customer for the entity’s three vessels as well as other financial support in certain circumstances. As of June 30, 2022, our maximum potential undiscounted payments under this arrangement was $104 million.

Other guarantees

We have entered into other guarantees with maximum potential undiscounted payments totaling $98 million as of June 30, 2022, which primarily consist of a commitment to contribute cash to an equity method investee for certain catastrophic events, in lieu of procuring insurance coverage, a commitment to fund a share of the bonds issued by a government entity for construction of public utilities in the event that other industrial users of the facility default on their utility payments and leases of assets containing general lease indemnities and guaranteed residual values.

Contractual Commitments and Contingencies

Certain natural gas processing and gathering arrangements require us to construct natural gas processing plants, natural gas gathering pipelines and NGL pipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producer customers may have the right to cancel the processing arrangements with us if there are significant delays that are not due to force majeure.

24. SUBSEQUENT EVENTS

On August 2, 2022, we announced our board of directors approved an incremental $5.0 billion share repurchase authorization. The authorization has no expiration date. 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 of repurchases will depend upon several factors, including market and business conditions, and repurchases may be discontinued at any time.

On August 2, 2022, MPLX announced its board of directors approved an incremental $1.0 billion unit repurchase authorization. This unit repurchase authorization has no expiration date.

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