Item 1. Financial Statements

Marathon Petroleum Corporation

Consolidated Statements of Income (Unaudited)

									Three Months Ended March 31,
(In millions, except per share data)															2025						2024
Revenues and other income:
Sales and other operating revenues															$	31,517					$	32,706
Income from equity method investments															230						204
Net gain on disposal of assets															—						20
Other income															103						281
Total revenues and other income															31,850						33,211
Costs and expenses:
Cost of revenues (excludes items below)															29,360						29,593
Depreciation and amortization															793						827
Selling, general and administrative expenses															783						779
Other taxes															227						228
Total costs and expenses															31,163						31,427
Income from operations															687						1,784
Net interest and other financial costs															304						179
Income before income taxes															383						1,605
Provision for income taxes															37						293
Net income															346						1,312
Less net income attributable to:
Redeemable noncontrolling interest															—						10
Noncontrolling interests															420						365
Net income (loss) attributable to MPC															$	(74)					$	937
Per share data (See Note 7)
Basic:
Net income (loss) attributable to MPC per share															$	(0.24)					$	2.59
Weighted average shares outstanding															313						361
Diluted:
Net income (loss) attributable to MPC per share															$	(0.24)					$	2.58
Weighted average shares outstanding															313						362

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

Marathon Petroleum Corporation

Consolidated Statements of Comprehensive Income (Unaudited)

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Net income															$	346					$	1,312
Defined benefit plans:
Actuarial changes, net of tax of $3 and $1, respectively															11						2
Prior service, net of tax of $(2) and $(3), respectively															(6)						(11)
Other, net of tax of $— and $(1), respectively															—						(3)
Other comprehensive income (loss)															5						(12)
Comprehensive income															351						1,300
Less comprehensive income attributable to:
Redeemable noncontrolling interest															—						10
Noncontrolling interests															420						365
Comprehensive income (loss) attributable to MPC															$	(69)					$	925

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

Marathon Petroleum Corporation

Consolidated Balance Sheets (Unaudited)

(Millions of dollars, except share data)			March 31, 2025						December 31, 2024
Assets
Cash and cash equivalents			$	3,812					$	3,210
Receivables, less allowance for doubtful accounts of $31 and $73, respectively			12,114						11,145
Inventories			10,488						9,568
Other current assets			726						524
Total current assets			27,140						24,447
Equity method investments			7,095						6,857
Property, plant and equipment, net			34,943						35,028
Goodwill			8,244						8,244
Right of use assets			1,249						1,300
Other noncurrent assets			2,962						2,982
Total assets			$	81,633					$	78,858
Liabilities
Accounts payable			$	14,748					$	13,906
Payroll and benefits payable			1,155						1,096
Accrued taxes			1,265						1,204
Debt due within one year			4,065						3,049
Operating lease liabilities			410						417
Other current liabilities			1,082						1,155
Total current liabilities			22,725						20,827
Long-term debt			26,845						24,432
Deferred income taxes			5,759						5,771
Defined benefit postretirement plan obligations			1,176						1,157
Long-term operating lease liabilities			817						860
Deferred credits and other liabilities			1,246						1,305
Total liabilities			58,568						54,352
Commitments and contingencies (see Note 22)
Redeemable noncontrolling interest			—						203
Equity
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)			—						—
Common stock:
Issued – 994 million and 994 million shares (par value $0.01 per share, 2 billion shares authorized)			10						10
Held in treasury, at cost – 685 million and 678 million shares			(53,662)						(52,623)
Additional paid-in capital			33,668						33,624
Retained earnings			36,489						36,848
Accumulated other comprehensive loss			(109)						(114)
Total MPC stockholders’ equity			16,396						17,745
Noncontrolling interests			6,669						6,558
Total equity			23,065						24,303
Total liabilities, redeemable noncontrolling interest and equity			$	81,633					$	78,858

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

Marathon Petroleum Corporation

Consolidated Statements of Cash Flows (Unaudited)

			Three Months Ended March 31,
(Millions of dollars)			2025						2024
Operating activities:
Net income			$	346					$	1,312
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of deferred financing costs and debt discount			12						(24)
Depreciation and amortization			793						827
Pension and other postretirement benefits, net			15						33
Deferred income taxes			(28)						(35)
Net gain on disposal of assets			—						(20)
Income from equity method investments			(230)						(204)
Distributions from equity method investments			227						262
Changes in the fair value of derivative instruments			(16)						37
Changes in:
Current receivables			(928)						(964)
Inventories			(920)						(462)
Current liabilities and other current assets			788						999
Right of use assets and operating lease liabilities, net			2						1
All other, net			(125)						(230)
Net cash provided by (used in) operating activities			(64)						1,532
Investing activities:
Additions to property, plant and equipment			(663)						(585)
Acquisitions, net of cash acquired			(237)						(622)
Disposal of assets			1						1
Investments – acquisitions and contributions			(132)						(125)
– redemptions, repayments, return of capital and sales proceeds			21						—
Purchases of short-term investments			—						(1,661)
Sales of short-term investments			—						193
Maturities of short-term investments			—						1,885
All other, net			87						90
Net cash used in investing activities			(923)						(824)
Financing activities:
Long-term debt – borrowings			4,372						—
– repayments			(930)						(17)
Debt issuance costs			(36)						—
Issuance of common stock			23						11
Common stock repurchased			(1,057)						(2,218)
Dividends paid			(285)						(299)
Distributions to noncontrolling interests			(370)						(337)
Repurchases of noncontrolling interests			(100)						(75)
All other, net			(28)						(42)
Net cash provided by (used in) financing activities			1,589						(2,977)
Net change in cash, cash equivalents and restricted cash			602						(2,269)
Cash, cash equivalents and restricted cash at beginning of period(a)			3,211						5,446
Cash, cash equivalents and restricted cash at end of period(a)			$	3,813					$	3,177

(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.

Marathon Petroleum Corporation

Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)

			MPC Stockholders’ Equity
			Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Non-controlling Interests						Total Equity									Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)			Shares						Amount						Shares						Amount
Balance as of December 31, 2024			994						$	10					(678)						$	(52,623)					$	33,624					$	36,848					$	(114)					$	6,558					$	24,303								$	203
Net income (loss)			—						—						—						—						—						(74)						—						420						346									—
Dividends declared on common stock ($0.91 per share)			—						—						—						—						—						(285)						—						—						(285)									—
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(364)						(364)									(6)
Other comprehensive income			—						—						—						—						—						—						5						—						5									—
Shares repurchased			—						—						(7)						(1,039)						—						—						—						—						(1,039)									—
Share-based compensation			—						—						—						—						19						—						—						(3)						16									—
Equity transactions of MPLX			—						—						—						—						25						—						—						58						83									(197)
Balance as of March 31, 2025			994						$	10					(685)						$	(53,662)					$	33,668					$	36,489					$	(109)					$	6,669					$	23,065								$	—

			MPC Stockholders’ Equity
			Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Non-controlling Interests						Total Equity									Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)			Shares						Amount						Shares						Amount
Balance as of December 31, 2023			993						$	10					(625)						$	(43,502)					$	33,465					$	34,562					$	(131)					$	6,100					$	30,504								$	895
Net income			—						—						—						—						—						937						—						365						1,302									10
Dividends declared on common stock ($0.825 per share)			—						—						—						—						—						(299)						—						—						(299)									—
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(314)						(314)									(23)
Other comprehensive loss			—						—						—						—						—						—						(12)						—						(12)									—
Shares repurchased			—						—						(13)						(2,172)						—						—						—						—						(2,172)									—
Share-based compensation			—						—						—						—						(7)						(1)						—						(1)						(9)									—
Equity transactions of MPLX			—						—						—						—						72						—						—						138						210									(321)
Balance as of March 31, 2024			993						$	10					(638)						$	(45,674)					$	33,530					$	35,199					$	(143)					$	6,288					$	29,210								$	561

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

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 and midstream energy company headquartered in Findlay, Ohio. We operate one of the nation's largest refining systems. 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, 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 3. In addition, we produce and market renewable diesel in the United States.

Basis of Presentation

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, 2024. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements include the accounts of our majority-owned, controlled subsidiaries, including MPLX. All significant intercompany transactions and accounts have been eliminated. Due to our ownership of the general partner interest of MPLX, we have determined that we control MPLX and therefore we consolidate MPLX and record a noncontrolling interest for the interest owned by the public. Changes in ownership interest in consolidated subsidiaries that do not result in a change in control are recorded as equity transactions. Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. This includes entities in which we hold majority ownership but the minority shareholders have substantive participating rights.

In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities historically reported in the Refining & Marketing segment. Prior period segment information has been recast for comparability. See Notes 9 and 17 for prior period recast information.

2. Accounting Standards and Disclosure Rules

Not Yet Adopted

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued an ASU to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.

SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to provide certain climate-related information in their annual reports. As part of the disclosures, material impacts from severe weather events and other natural conditions will be required in the audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending judicial review before ultimately voting to withdraw its defense of the rule in March 2025. We will continue to monitor and evaluate any changes to the status of this rulemaking.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued an ASU to update income tax disclosure requirements to provide consistent categories and greater disaggregation of information in the rate reconciliation and to disaggregate income taxes paid by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. This ASU will result in additional disclosure.

3**.** 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 and, as of March 31, 2025, we owned approximately 63 percent of the outstanding MPLX common units compared to approximately 64 percent as of December 31, 2024. Our ownership was impacted by changes in the redeemable non-controlling interest and unit repurchases.

Unit Repurchase Program

On August 2, 2022, MPLX announced its board of directors approved a $1.0 billion unit repurchase authorization. This unit repurchase authorization has no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.

Total unit repurchases were as follows for the respective periods:

									Three Months Ended March 31,
(In millions, except per unit data)															2025						2024
Number of common units repurchased															2						2
Cash paid for common units repurchased															$	100					$	75
Average cost per unit															$	52.48					$	40.04

As of March 31, 2025, MPLX had approximately $420 million remaining under its unit repurchase authorization.

Preferred Units

The Series A preferred units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event, which is outside MPLX’s control. Therefore, they are presented as temporary equity in the mezzanine section of our consolidated balance sheets.

During 2023 and 2024, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into common units. Approximately 6 million Series A preferred units were outstanding as of December 31, 2024. On February 11, 2025, MPLX exercised its right to convert the remaining outstanding Series A preferred units into common units.

For a summary of changes in the redeemable preferred balance, see the accompanying consolidated statements of equity and redeemable noncontrollable interest.

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 among our Refining & Marketing, Renewable Diesel 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 corporate and our Midstream segment.

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 March 31,
(Millions of dollars)															2025						2024
Increase due to change in ownership															$	39					$	108
Tax impact															(14)						(36)
Increase in MPC's additional paid-in capital, net of tax															$	25					$	72

4. Acquisitions and Other Transactions

Whiptail Midstream Acquisition

On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $237 million in cash. These San Juan basin assets consist primarily of crude and natural gas gathering systems in the Four Corners region. The acquisition was accounted for as a business combination, which requires all the identifiable assets acquired and liabilities assumed to be remeasured to fair value at the date of acquisition. The preliminary determination of the fair value includes $172 million of property, plant and equipment, $41 million of intangibles and $24 million of net working capital. The allocation is subject to revision, as certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the final valuation of assets acquired and liabilities assumed. The final valuation will be completed no later than one year from the acquisition date. The results for the acquired business are reported within our Midstream segment.

Utica Midstream Acquisition

On March 22, 2024, MPLX used $625 million of cash to purchase additional ownership interest in existing joint ventures and gathering assets, which will enhance MPLX’s position in the Utica basin. Prior to the acquisition, MPLX owned an indirect interest in Ohio Gathering Company, L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company, L.L.C. (“OCC”). After giving effect to the acquisition, MPLX owns a combined direct and indirect 73 percent interest in OGC and a 100 percent interest in OCC. In addition, MPLX acquired a 100 percent interest in a dry gas gathering system in the Utica basin. OGC continues to be accounted for as an equity method investment as MPLX did not obtain control of OGC as a result of the transaction. OGC is considered a VIE and MPLX is not deemed to be the primary beneficiary due to voting rights on significant matters. The acquisition date fair value of our investment in OGC exceeded our portion of the underlying net assets of the joint venture by approximately $75 million. This basis difference is being amortized into net income over the remaining estimated useful lives of the underlying net assets. OCC was previously accounted for as an equity method investment, and it is now consolidated and included in our consolidated financial results.

The acquisition was accounted for as a business combination requiring all the acquired assets and liabilities to be remeasured to fair value resulting in a consolidated fair value of net assets and liabilities of $625 million. The fair value includes $507 million related to acquired interests in the joint ventures and the remaining balance related to other acquired assets and liabilities. The revaluation of MPLX’s existing 62 percent equity method investment in OCC resulted in a $20 million gain, which is included in net gain on disposal of assets on the accompanying consolidated statements of income. The fair value of equity method investments was based on a discounted cash flow model.

5**.** 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.

The creditors of MPLX do not have recourse to MPC’s general credit or assets through guarantees or other financial arrangements, except as otherwise noted. MPC has effectively guaranteed certain indebtedness of LOOP LLC (“LOOP”) and LOCAP LLC (“LOCAP”), in which MPLX holds an interest. See Note 22 for more information. The assets of MPLX can only be used to settle its own obligations and any rights of MPC’s creditors to participate in the assets of MPLX are subject to prior claims of MPLX’s creditors.

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

(Millions of dollars)			March 31, 2025						December 31, 2024
Assets
Cash and cash equivalents			$	2,534					$	1,519
Receivables, less allowance for doubtful accounts			930						731
Inventories			186						180
Other current assets			33						29
Equity method investments			4,751						4,531
Property, plant and equipment, net			19,147						19,154
Goodwill			7,645						7,645
Right of use assets			286						273
Other noncurrent assets			1,527						1,513
Liabilities
Accounts payable			$	700					$	719
Accrued taxes			76						82
Debt due within one year			2,697						1,693
Operating lease liabilities			47						45
Other current liabilities			323						370
Long-term debt			19,721						19,255
Deferred income taxes			18						18
Long-term operating lease liabilities			227						217
Deferred credits and other liabilities			448						445

6**.** Related Party Transactions

Transactions with related parties were as follows:

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Sales to related parties															$	320					$	271
Purchases from related parties															705						580

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

7**.** Earnings (Loss) 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 share-based compensation awards, provided the effect is not anti-dilutive.

									Three Months Ended March 31,
(In millions, except per share data)															2025						2024
Basic earnings (loss) per share:
Allocation of earnings
Net income (loss) attributable to MPC															$	(74)					$	937
Income allocated to participating securities															—						(1)
Income (loss) available to common stockholders - basic															$	(74)					$	936
Weighted average common shares outstanding															313						361
Basic earnings (loss) per share															$	(0.24)					$	2.59
Diluted earnings (loss) per share:
Allocation of earnings
Net income (loss) attributable to MPC															$	(74)					$	937
Income allocated to participating securities															—						(1)
Income (loss) available to common stockholders - diluted															$	(74)					$	936
Weighted average common shares outstanding															313						361
Effect of dilutive securities															—						1
Weighted average common shares, including dilutive effect															313						362
Diluted earnings (loss) per share															$	(0.24)					$	2.58

Potential common shares that were anti-dilutive and, therefore, omitted from the diluted share calculation, were immaterial for all periods.

8. Equity

On November 5, 2024, MPC announced that our board of directors approved a $5.0 billion share repurchase authorization in addition to the $5.0 billion share repurchase authorization announced on April 30, 2024. As of March 31, 2025, $6.72 billion remained available for repurchase under the share repurchase authorizations. These share repurchase authorizations have 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 and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.

Total share repurchases were as follows for the respective periods:

									Three Months Ended March 31,
(In millions, except per share data)															2025						2024
Number of shares repurchased															7						13
Cash paid for shares repurchased															$	1,057					$	2,218
Average cost per share(a)															$	147.87					$	168.05

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

9**.** Segment Information

We have three reportable segments: Refining & Marketing, Midstream and Renewable Diesel. 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 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 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 – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX.

• Renewable Diesel – processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable products through our Midstream segment and third parties. We sell renewable diesel to wholesale marketing customers, to buyers on the spot market and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® brand.

Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Our CODM is our chief executive officer. The CODM uses adjusted EBITDA by segment results when making decisions about allocating capital and personnel as part of the annual business plan process and ongoing monitoring of performance. Amounts included in income before income taxes and excluded from 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) 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 March 31,
(Millions of dollars)															2025						2024
Segment adjusted EBITDA for reportable segments
Refining & Marketing															$	489					$	1,986
Midstream															1,720						1,589
Renewable Diesel															(42)						(90)
Total reportable segments															$	2,167					$	3,485
Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes
Total reportable segments															$	2,167					$	3,485
Corporate															(192)						(204)
Refining & Renewable Diesel planned turnaround costs															(465)						(648)
Renewable Diesel JV planned turnaround costs(a)															(8)						—
Depreciation and amortization															(793)						(827)
Renewable Diesel JV depreciation and amortization(a)															(22)						(22)
Net interest and other financial costs															(304)						(179)
Income before income taxes															$	383					$	1,605

(a) Represents MPC’s pro-rata share of expenses from joint ventures included in the Renewable Diesel segment.

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Sales and other operating revenues
Refining & Marketing
Revenues from external customers(a)															$	29,457					$	30,974
Intersegment revenues															40						47
Refining & Marketing segment revenues															29,497						31,021
Midstream
Revenues from external customers(a)															1,441						1,221
Intersegment revenues															1,469						1,403
Midstream segment revenues															2,910						2,624
Renewable Diesel
Revenues from external customers(a)															619						511
Intersegment revenues															7						6
Renewable Diesel segment revenues															626						517
Total segment revenues															33,033						34,162
Less: intersegment revenues															1,516						1,456
Consolidated sales and other operating revenues(a)															$	31,517					$	32,706

(a) Includes sales to related parties. See Note 6 for additional information. See Note 17 for the disaggregation of our revenue from external customers by segment and product line.

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Income from equity method investments
Refining & Marketing															$	5					$	10
Midstream															209						181
Renewable Diesel															16						13
Total segment income from equity method investments															230						204
Corporate															—						—
Consolidated income from equity method investments															$	230					$	204

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Segment expenses
Refining & Marketing
Cost of purchases															$	25,658					$	25,925
Refining operating costs															1,472						1,465
Distribution costs															1,478						1,415
Other segment items(a)															405						240
Refining & Marketing segment expenses															$	29,013					$	29,045
Midstream
Other segment items(b)															1,399						1,216
Midstream segment expenses															$	1,399					$	1,216
Renewable Diesel
Operating costs															70						67
Distribution costs															22						32
Other segment items(c)															592						521
Renewable Diesel segment expenses															$	684					$	620

(a) Other segment items for the Refining & Marketing segment include costs that are reimbursed by customers through commercial arrangements, as well as LIFO inventory adjustments.

(b) Other segment items for the Midstream segment include operating expenses and purchased product costs. For purposes of managing the Midstream segment of MPC, the CODM is only provided consolidated Midstream expense information.

(c) Other segment items for the Renewable Diesel segment include purchased product costs.

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Depreciation and amortization
Refining & Marketing															406						444
Midstream															351						343
Renewable Diesel(a)															18						16
Total segment depreciation and amortization															775						803
Corporate															18						24
Consolidated depreciation and amortization															$	793					$	827

(a) Excludes our pro-rata share of Renewable Diesel JV depreciation and amortization of $22 million in both the three months ended March 31, 2025 and 2024.

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Capital expenditures
Refining & Marketing															$	362					$	290
Midstream															386						327
Renewable Diesel															1						1
Total segment capital expenditures and investments															749						618
Less investments in equity method investees															132						125
Plus:
Corporate															9						6
Capitalized interest															18						12
Consolidated capital expenditures(a)															$	644					$	511

(a)Includes changes in capital expenditure accruals. See Note 18 for a reconciliation of total capital expenditures to additions to property, plant and equipment for the three months ended March 31, 2025 and 2024 as reported in the consolidated statements of cash flows.

10**.** Net Interest and Other Financial Costs

Net interest and other financial costs were as follows:

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Interest income															$	(46)					$	(101)
Interest expense															352						341
Interest capitalized															(18)						(12)
Pension and other postretirement non-service costs(a)															5						(11)
Investments - net premium (discount) amortization															—						(39)
Other financial costs															11						1
Net interest and other financial costs															$	304					$	179

(a)See Note 21.

11. Income Taxes

We recorded a combined federal, state and foreign income tax provision of $37 million for the three months ended March 31, 2025, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests and discrete state tax benefits.

We recorded a combined federal, state and foreign income tax provision of $293 million for the three months ended March 31, 2024, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.

12. Inventories

(Millions of dollars)			March 31, 2025						December 31, 2024
Crude oil and other feedstocks			$	3,613					$	3,185
Refined products			5,661						5,137
Materials and supplies			1,214						1,246
Total			$	10,488					$	9,568

Inventories are carried at the lower of cost or market value. Costs of crude oil and other feedstocks 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.

13**.** Property, Plant and Equipment (PP&E)

						March 31, 2025																		December 31, 2024
(Millions of dollars)						Gross PP&E						Accumulated Depreciation						Net PP&E						Gross PP&E						Accumulated Depreciation						Net PP&E
Refining & Marketing						$	33,269					$	19,384					$	13,885					$	32,965					$	19,015					$	13,950
Midstream						30,991						11,099						19,892						30,697						10,798						19,899
Renewable Diesel						968						347						621						976						338						638
Corporate						1,699						1,154						545						1,679						1,138						541
Total						$	66,927					$	31,984					$	34,943					$	66,317					$	31,289					$	35,028

14**.** Fair Value Measurements

Fair Values—Recurring

The following tables present assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 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.

			March 31, 2025
			Fair Value Hierarchy
(Millions of dollars)			Level 1						Level 2						Level 3						Netting and Collateral(a)						Net Carrying Value on Balance Sheet(b)						Collateral Pledged Not Offset
Assets:
Commodity contracts			$	190					$	—					$	—					$	(186)					$	4					$	39
Liabilities:
Commodity contracts			$	205					$	—					$	—					$	(205)					$	—					$	—
Embedded derivatives in commodity contracts			—						—						62						—						62						—

			December 31, 2024
			Fair Value Hierarchy
(Millions of dollars)			Level 1						Level 2						Level 3						Netting and Collateral(a)						Net Carrying Value on Balance Sheet(b)						Collateral Pledged Not Offset
Assets:
Commodity contracts			$	139					$	—					$	—					$	(132)					$	7					$	16
Liabilities:
Commodity contracts			$	144					$	—					$	—					$	(144)					$	—					$	—
Embedded derivatives in commodity contracts			—						—						58						—						58						—

(a)Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of March 31, 2025, cash collateral of $19 million was netted with mark-to-market derivative liabilities. As of December 31, 2024, cash collateral of $12 million was netted with mark-to-market derivative liabilities.

(b)We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.

Level 3 instruments relate to an embedded derivative liability for a natural gas purchase commitment embedded in a keep‑whole processing agreement. The fair value calculation for these Level 3 instruments at March 31, 2025 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.71 to $1.53 per gallon with a weighted average of $0.86 per gallon and (2) a 100 percent probability of renewal for the five-year term of the natural gas purchase commitment and 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.

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 March 31,
(Millions of dollars)															2025						2024
Beginning balance															$	58					$	61
Unrealized and realized loss included in net income(a)															7						12
Settlements of derivative instruments															(3)						(4)
Ending balance															$	62					$	69
The amount of total loss for the period included in earnings attributable to the change in unrealized loss relating to liabilities still held at the end of period(a):															$	7					$	11

(a) The loss is included in cost of revenues on the consolidated statements of income.

Fair Values – Non-recurring

Non-recurring fair value measurements and disclosures relate to acquisitions as discussed in Note 4.

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 $30.4 billion and $28.5 billion at March 31, 2025, respectively, and approximately $26.9 billion and $25.0 billion at December 31, 2024, respectively. These carrying and fair values of our debt exclude the unamortized issuance costs, which are netted against our total debt.

15**.** Derivatives

For further information regarding the fair value measurement of derivative instruments, including any effect of master netting agreements or collateral, see Note 14. 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 March 31, 2025 and December 31, 2024 and the line items in the consolidated 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.

(Millions of dollars)			March 31, 2025												December 31, 2024
Balance Sheet Location			Asset						Liability						Asset						Liability
Commodity derivatives
Other current assets			$	190					$	205					$	139					$	144
Other current liabilities(a)			—						9						—						10
Deferred credits and other liabilities(a)			—						53						—						48

(a) Includes embedded derivatives.

The table below summarizes open commodity derivative contracts for crude oil, refined products, blending products and soybean oil as of March 31, 2025.

			Percentage of contracts that expire next quarter						Position
(Units in thousands of barrels)						Long						Short
Exchange-traded(a)
Crude oil			70.8%						54,644						60,286
Refined products			85.9%						29,388						35,639
Blending products			74.5%						7,422						5,786
Soybean oil			86.8%						1,055						1,220

(a) Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 15,537 long and 15,402 short and Refined products - 600 long and 495 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)
(Millions of dollars)									Three Months Ended March 31,
Income Statement Location															2025						2024
Cost of revenues															$	(67)					$	(74)
Other income															2						—
Total															$	(65)					$	(74)

16**.** Debt

Our outstanding borrowings at March 31, 2025 and December 31, 2024 consisted of the following:

(Millions of dollars)			March 31, 2025						December 31, 2024
MPC:
Senior notes			$	7,699					$	5,699
MARAD debt			168						174
Finance lease obligations			704						718
Total			8,571						6,591
MPLX:
Senior notes			22,700						21,200
Finance lease obligations			8						6
Total			22,708						21,206
Total debt			31,279						27,797
Unamortized debt issuance costs			(175)						(142)
Unamortized discount, net of unamortized premium			(194)						(174)
Amounts due within one year			(4,065)						(3,049)
Total long-term debt due after one year			$	26,845					$	24,432

MPC Senior Notes

On February 10, 2025, MPC issued $2.0 billion in aggregate principal amount of senior notes in an underwritten public offering, consisting of $1.1 billion aggregate principal amount of 5.150 percent senior notes due March 2030 and $900 million aggregate principal amount of 5.700 percent senior notes due March 2035. The senior notes offering was intended to replace the $750 million aggregate principal amount of 3.625 percent senior notes that matured in September 2024 and refinance the $1.250 billion aggregate principal amount of 4.700 percent senior notes that matured on May 1, 2025.

MPLX Senior Notes

On February 18, 2025, MPLX repaid all of MPLX's outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025 at maturity.

On March 10, 2025, MPLX issued $2.0 billion in aggregate principal amount of senior notes in an underwritten public offering, consisting of $1.0 billion aggregate principal amount of 5.400 percent senior notes due April 2035 and $1.0 billion aggregate principal amount of 5.950 percent senior notes due April 2055. On April 9, 2025, MPLX used a portion of the net proceeds from this offering to redeem all of (i) MPLX LP’s outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and (ii) MarkWest Energy Partners, L.P.’s outstanding $11 million aggregate principal amount of 4.875 percent senior notes due June 2025. MPLX intends to use the remaining net proceeds for general partnership purposes.

Available Capacity under our Credit Facilities as of March 31, 2025

(Millions of dollars)						Total Capacity						Outstanding Borrowings						Outstanding Letters of Credit						Available Capacity						Weighted Average Interest Rate						Expiration
MPC, excluding MPLX
MPC bank revolving credit facility						$	5,000					$	—					$	1					$	4,999					—		%				July 2027
MPC trade receivables securitization facility(a)						100						—						—						100						—		%				September 2027
MPLX
MPLX bank revolving credit facility						2,000						—						—						2,000						—		%				July 2027

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

17**.** Revenue

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

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Refining & Marketing
Refined products															$	27,427					$	28,737
Crude oil															1,565						1,788
Services and other															465						449
Total revenues from external customers															29,457						30,974
Midstream
Refined products															530						373
Services and other															911						848
Total revenues from external customers															1,441						1,221
Renewable Diesel
Refined products															615						510
Services and other															4						1
Total revenues from external customers															619						511
Sales and other operating revenues															$	31,517					$	32,706

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 March 31, 2025, 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 March 31, 2025 include matching buy/sell receivables of $5.18 billion.

18**.** Supplemental Cash Flow Information

			Three Months Ended March 31,
(Millions of dollars)			2025						2024
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)			$	344					$	359
Net income taxes paid to (received from) taxing authorities(a)			85						(22)
Non-cash investing and financing activities:
Contribution of assets(b)			115						—

(a) 2025 includes $111 million paid to third parties for transferable tax credits.

(b) Represents the book value of assets contributed by MPLX to a joint venture.

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:

			Three Months Ended March 31,
(Millions of dollars)			2025						2024
Additions to property, plant and equipment per the consolidated statements of cash flows			$	663					$	585
Decrease in capital accruals			(19)						(74)
Total capital expenditures			$	644					$	511

19. Other Current Liabilities

The following summarizes the components of other current liabilities:

(Millions of dollars)			March 31, 2025						December 31, 2024
Environmental credits liability			$	437					$	422
Accrued interest payable			289						314
Other current liabilities			356						419
Total other current liabilities			$	1,082					$	1,155

20**.** Accumulated Other Comprehensive Income (Loss)

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

(Millions of dollars)			Pension Benefits						Other Benefits						Other						Total
Balance as of December 31, 2023			$	(261)					$	129					$	1					$	(131)
Other comprehensive income (loss) before reclassifications, net of tax of $(1)			2						(1)						(3)						(2)
Amounts reclassified from accumulated other comprehensive loss:
Amortization of prior service credit(a)			(8)						(5)						—						(13)
Amortization of actuarial loss(a)			1						—						—						1
Tax effect			1						1						—						2
Other comprehensive loss			(4)						(5)						(3)						(12)
Balance as of March 31, 2024			$	(265)					$	124					$	(2)					$	(143)

(Millions of dollars)			Pension Benefits						Other Benefits						Other						Total
Balance as of December 31, 2024			$	(235)					$	122					$	(1)					$	(114)
Other comprehensive income before reclassifications, net of tax of $2			5						3						—						8
Amounts reclassified from accumulated other comprehensive loss:
Amortization of prior service credit(a)			(2)						(6)						—						(8)
Amortization of actuarial loss(a)			4						—						—						4
Tax effect			—						1						—						1
Other comprehensive income (loss)			7						(2)						—						5
Balance as of March 31, 2025			$	(228)					$	120					$	(1)					$	(109)

(a)These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 21.

21**.** Pension and Other Postretirement Benefits

The following summarizes the components of net periodic benefit costs:

									Three Months Ended March 31,
(Millions of dollars)															2025						2024
Pension Benefits
Service cost															$	55					$	54
Interest cost															37						30
Expected return on plan assets															(37)						(37)
Amortization of prior service credit															(2)						(8)
Amortization of actuarial loss															4						1
Net periodic pension benefit cost															$	57					$	40
Other Benefits
Service cost															$	5					$	5
Interest cost															9						8
Amortization of prior service credit															(6)						(5)
Net periodic other benefit cost															$	8					$	8

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 three months ended March 31, 2025, we made contributions of $36 million to our funded pension plans. Benefit payments related to unfunded pension and other postretirement benefit plans were $3 million and $12 million, respectively, during the three months ended March 31, 2025.

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

At March 31, 2025 and December 31, 2024, accrued liabilities for remediation totaled $357 million and $364 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 $4 million and $6 million at March 31, 2025 and December 31, 2024, respectively.

Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC. Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing, or failing to warn of the impacts of their petroleum products which led to increased demand and worsened climate change. Plaintiffs are seeking unspecified damages and abatement under various tort theories, as well as breaches of consumer protection and unfair trade statutes. We are currently subject to such proceedings in federal or state courts in California, Delaware, Maryland, Hawaii, Rhode Island, South Carolina and Oregon. 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. After subsequent appeal proceedings and in compliance with a new order issued by the BIA, in December 2020, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue. In March 2021, the BIA issued an order purporting to vacate the BIA’s prior orders related to THPP’s alleged trespass and direct the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order. In April 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 (collectively, the “U.S. Government Parties”) challenging the March 2021 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 and counterclaims to THPP’s suit claiming 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. On November 8, 2023, the District Court of North Dakota granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims. The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. THPP continues not to operate that portion of the pipeline that crosses the property 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 2040. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $212 million as of March 31, 2025.

Dakota Access Pipeline

MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”), which owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline system”). 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. The Army Corps issued a draft EIS in September 2023 detailing various options for the easement going forward, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes. The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies. The pipeline remains operational while the Army Corps finalizes its decision which will follow the issuance of the final EIS. According to public statements from Army Corps officials, the EIS is now expected to be issued in 2025.

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 vacatur of the easement results in a temporary shutdown of the pipeline, 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 shut down. MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation. If the vacatur of the easement 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 percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of March 31, 2025, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.

Other guarantees

We have entered into other guarantees with maximum potential undiscounted payments totaling $232 million as of March 31, 2025, which primarily consist of a commitment to indemnify a joint venture member for our pro rata share of any payments made under a performance guarantee for construction of a pipeline by an equity method investee, a commitment to contribute cash to an equity method investee for certain catastrophic events in lieu of procuring insurance coverage, a payment guaranty of an unsecured bank term loan for which BANGL, LLC is the borrower and obligor, a commitment to pay a termination fee on a supply agreement if terminated during the initial term, 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 if there are significant delays that are not due to force majeure.