Marathon Petroleum Corp (Form: 10-Q, Received: 05/06/2025 13:08:20)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35054

Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)


Delaware						27-1284632
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

539 South Main Street, Findlay, Ohio 45840-3229

(Address of principal executive offices) (Zip code)

(419) 422-2121

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01	MPC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 307,213,828 shares of Marathon Petroleum Corporation common stock outstanding as of April 30, 2025.

Table of Contents


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Statements of Income (Unaudited)	3
	Consolidated Statements of Comprehensive Income (Unaudited)	4
	Consolidated Balance Sheets (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	6
	Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
	1. Description of Business and Basis of Presentation	8
	2. Accounting Standards and Disclosure Rules	8
	3. Master Limited Partnership	9
	4. Acquisitions and Other Transactions	10
	5 . Variable Interest Entities	10
	6 . Related Party Transactions	11
	7. Earnings (Loss) Per Share	12
	8 . Equity	12
	9 . Segment Information	13
	10 . Net Interest and Other Financial Costs	16
	1 1 . Income Taxes	16
	12. Inventories	16
	13. Property, Plant and Equipment (PP&E)	17
	14. Fair Value Measurements	17
	15. Derivatives	18
	16. Debt	19
	17. Revenue	20
	18. Supplemental Cash Flow Information	21
	19. Other Current Liabilities	21
	20. Accumulated Other Comprehensive Income (Loss)	22
	21. Pension and Other Postretirement Benefits	22
	22. Commitments and Contingencies	23

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	46

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

Unless otherwise stated or the context otherwise indicates, all references in this Form 10-Q to “MPC,” “us,” “our,” “we” or “the Company” mean Marathon Petroleum Corporation and its consolidated subsidiaries.

Table of Contents

Glossary of Terms

Throughout this report, the following company or industry specific terms and abbreviations are used:


ANS			Alaska North Slope crude oil, an oil index benchmark price
ASU			Accounting Standards Update
barrel			One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
CARB			California Air Resources Board
CARBOB			California Reformulated Gasoline Blendstock for Oxygenate Blending
CBOB			Conventional Gasoline Blendstock for Oxygenate Blending
CEC			California Energy Commission
EBITDA			Earnings Before Interest, Tax, Depreciation and Amortization (a non-GAAP financial measure)
EPA			U.S. Environmental Protection Agency
FASB			Financial Accounting Standards Board
GAAP			Accounting principles generally accepted in the United States
JV			Joint Venture
LIFO			Last in, first out, an inventory costing method
mbpd			Thousand barrels per day
MEH			Magellan East Houston crude oil, an oil index benchmark price
MMBtu			One million British thermal units
MPLX			MPLX LP and its consolidated subsidiaries
NGL			Natural gas liquids, such as ethane, propane, butanes and natural gasoline
NYMEX			New York Mercantile Exchange
RFS2			Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
RIN			Renewable Identification Number
SEC			U.S. Securities and Exchange Commission
ULSD			Ultra-low sulfur diesel
USGC			U.S. Gulf Coast
VIE			Variable interest entity
WTI			West Texas Intermediate crude oil, an oil index benchmark price

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PART I – FINANCIAL INFORMATION

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.

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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.

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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.

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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.

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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.

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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 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.

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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.

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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.

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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.

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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.

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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.

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	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

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	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.


	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.

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	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.

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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.

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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 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.

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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.

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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.

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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

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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.

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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.

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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.

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

This section should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, particularly Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

Forward-looking statements include, among other things, statements regarding:

•future financial and operating results;

•environmental, social and governance (“ESG”) plans and goals, including those related to greenhouse gas emissions and intensity, freshwater withdraw intensity, inclusion and ESG reporting;

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

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

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

•consumer demand for refined products, natural gas, renewable diesel and other renewable fuels and NGLs;

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

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

Our forward-looking statements are not guarantees of future performance, and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

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

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

•disruptions in credit markets or changes to credit ratings;

•the adequacy of capital resources and liquidity, including availability, timing and amounts of free cash flow necessary to execute business plans and to effect any share repurchases or to maintain or increase the dividend;

•the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows;

•the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products or renewable diesel and other renewable fuels;

•volatility in or degradation of general economic, market, industry or business conditions, including as a result of pandemics, other infectious disease outbreaks, natural hazards, extreme weather events, regional conflicts such as hostilities in the Middle East and in Ukraine, tariffs, inflation, or rising interest rates;

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

•adverse market conditions or other risks affecting MPLX;

•refining industry overcapacity or under capacity;

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

•the establishment or increase of tariffs on goods, including crude oil and other feedstocks imported into the United States, other trade protection measures or restrictions or retaliatory actions from foreign governments;

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

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

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

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

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

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

•completion of pipeline projects within the United States;

•changes in fuel and utility costs for our facilities;

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

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

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

•labor and material shortages;

•the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframe, if at all;

•the inability or failure of our joint venture partners to fund their share of operations and capital investments;

•the financing and distribution decisions of joint ventures we do not control;

•the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto;

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

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

•personnel changes; and

•the imposition of windfall profit taxes, maximum margin penalties, minimum inventory requirements or refinery maintenance and turnaround supply plans on companies operating in the energy industry in California or other jurisdictions.

For additional risk factors affecting our business, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

EXECUTIVE SUMMARY

Business Update

Our first quarter results versus the first quarter of 2024 reflect a lower refining margin environment. Longer term, global demand growth is expected to outpace the net impact of capacity additions and rationalizations through the end of the decade. We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.

In June 2023, the California legislature adopted and implemented certain provisions of Senate Bill No.2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”), which authorizes the CEC to establish a “maximum gross gasoline refining margin” with respect to refining activities in California, as well as establish penalties for refiners for exceeding the yet to be issued margin cap. The law further expands on existing reporting requirements for refiners to the CEC. In October 2024, California’s governor signed Assembly Bill No.1 (such statute, together with any regulations contemplated or issued thereunder, “AB X2-1”), into law, authorizing the CEC to require that petroleum refiners maintain a minimum inventory of transportation fuels as well as require petroleum refiners to plan for resupply during scheduled maintenance. We will evaluate the

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impact that SB X1-2 and AB X2-1 and any associated forthcoming CEC regulations may have on our current or anticipated future operations in California and results of operations when SB X1-2 or AB X2-1 are fully implemented.

Strategic Updates

Midstream Growth Transactions

BANGL, LLC Acquisition

MPLX entered into a definitive agreement in February 2025 to acquire the remaining 55 percent interest in BANGL, LLC not already owned by MPLX for $715 million, plus an additional earnout provision of up to $275 million. The earnout provision requires annual calculations and payments based on targeted EBITDA growth from 2026 to 2029 up to the maximum amount of $275 million. The transaction is expected to close in July 2025, and is subject to customary closing conditions.

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, and enhance MPLX’s strategic relationship with MPC. 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 preliminary values are subject to revision and may result in adjustments as valuations are finalized.

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

Results

Our CODM evaluates the performance of our segments using segment adjusted EBITDA. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.

Select results are reflected in the following table.


	Three Months Ended 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

Net income (loss) attributable to MPC per diluted share	$	(0.24)	$	2.58

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

Net loss attributable to MPC was $74 million, or $(0.24) per diluted share, for the first quarter of 2025 compared to net income attributable to MPC of $937 million, or $2.58 per diluted share, for the first quarter of 2024. The decrease was largely due to lower Refining & Marketing margins.

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Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the first quarter of 2025 as compared to the first quarter of 2024.

MPLX

We owned approximately 647 million MPLX common units as of March 31, 2025, with a market value of $34.65 billion based on the March 31, 2025 closing price of $53.52 per common unit. On April 29, 2025, MPLX declared a quarterly cash distribution of $0.9565 per common unit payable on May 16, 2025 to unitholders of record on May 9, 2025. MPC’s portion of this distribution is approximately $619 million.

We received limited partner distributions of $619 million from MPLX in the three months ended March 31, 2025 and $550 million in the three months ended March 31, 2024.

During the three months ended March 31, 2025, MPLX repurchased approximately 2 million MPLX common units at an average cost per unit of $52.48 and paid $100 million of cash. As of March 31, 2025, approximately $420 million remained available under the authorization for future unit repurchases.

See Note 3 to the unaudited consolidated financial statements for additional information on MPLX.

OVERVIEW OF SEGMENTS

Refining & Marketing

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

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

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

•The Mid-Continent crack spread uses three barrels of WTI crude producing two barrels of Chicago CBOB gasoline and one barrel of Chicago ULSD; and

•The West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel of LA CARB diesel.

Our refineries can process a variety of sweet and sour crude oil, which typically can be purchased at a discount to crude oil referenced in our Gulf Coast, Mid-Continent and West Coast crack spreads. The amount of these discounts, which we refer to as the sweet differential and the sour differential, can vary significantly, causing our Refining & Marketing margin to differ from blended crack spreads. In general, larger sweet and sour differentials will enhance our Refining & Marketing margin.

Future crude oil differentials will be dependent on a variety of market and economic factors, as well as U.S. energy policy.

The following table provides sensitivities showing an estimated change in annual Refining & Marketing segment adjusted EBITDA due to potential changes in market conditions.


(Millions of dollars)
Blended crack spread sensitivity(a) (per $1.00/barrel change)	$	1,100
Sour differential sensitivity(b) (per $1.00/barrel change)	515
Sweet differential sensitivity(c) (per $1.00/barrel change)	515
Natural gas price sensitivity(d) (per $1.00/MMBtu)	350

(a)Crack spread based on 42 percent MEH, 40 percent WTI and 18 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.

(b)Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2025 will be sour crude.

(c)Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland. We assume approximately 50 percent of the crude processed at our refineries in 2025 will be sweet crude.

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

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

•the selling prices realized for refined products;

•the types of crude oil and other charge and blendstocks processed;

•our refinery yields;

•the cost of products purchased for resale;

•the impact of commodity derivative instruments used to hedge price risk;

•the potential impact of lower of cost or market adjustments to inventories in periods of declining prices;

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

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

Refining & Marketing segment adjusted EBITDA is also affected by changes in refining operating costs in addition to committed distribution costs. Changes in operating costs are primarily driven by the cost of energy used by our refineries, including purchased natural gas, and the level of maintenance costs. Distribution costs primarily include long-term agreements with MPLX, which as discussed below include minimum commitments to MPLX, and will negatively impact segment adjusted EBITDA in periods when throughput or sales are lower or refineries are idled.

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

Midstream

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

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

Renewable Diesel

Our Renewable Diesel segment processes renewable feedstocks into renewable diesel, markets and distributes renewable diesel and includes joint ventures that produce soybean oil and renewable diesel.

Our Renewable Diesel segment adjusted EBITDA is affected by changes in operating costs, distribution costs, throughput and certain regulatory credits.

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RESULTS OF OPERATIONS

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

Consolidated Results of Operations


	Three Months Ended March 31,
(Millions of dollars)	2025		2024		Variance
Revenues and other income:
Sales and other operating revenues	$	31,517	$	32,706	$	(1,189)
Income from equity method investments	230		204		26
Net gain on disposal of assets	—		20		(20)
Other income	103		281		(178)
Total revenues and other income	31,850		33,211		(1,361)

Costs and expenses:
Cost of revenues (excludes items below)	29,360		29,593		(233)
Depreciation and amortization	793		827		(34)
Selling, general and administrative expenses	783		779		4
Other taxes	227		228		(1)
Total costs and expenses	31,163		31,427		(264)

Income from operations	687		1,784		(1,097)
Net interest and other financial costs	304		179		125
Income before income taxes	383		1,605		(1,222)
Provision for income taxes	37		293		(256)
Net income	346		1,312		(966)
Less net income attributable to:
Redeemable noncontrolling interest	—		10		(10)
Noncontrolling interests	420		365		55
Net income (loss) attributable to MPC	$	(74)	$	937	$	(1,011)

First Quarter 2025 Compared to First Quarter 2024

Net income attributable to MPC decreased $1.01 billion in the first quarter of 2025 compared to the first quarter of 2024 primarily due to lower Refining & Marketing margins.

Revenues and other income decreased $1.36 billion primarily due to:

•decreased sales and other operating revenues of $1.19 billion primarily due to decreased Refining & Marketing segment average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 204 mbpd; and

•decreased other income of $178 million mainly due to the absence of insurance proceeds received in the first quarter of 2024.

Costs and expenses decreased $264 million primarily due to decreased cost of revenues of $233 million primarily due to decreased finished product purchases and lower contract services and material and supply expenses related to decreased turnaround activity, partially offset by increased purchases from our Martinez Renewables joint venture and increased energy costs.

Net interest and other financial costs increased $125 million largely due to decreased interest income and discount amortization, primarily due to the absence of short-term investments held in 2024.

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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.

Net income attributable to noncontrolling interests increased $55 million primarily due to an increase in MPLX’s net income in the first quarter of 2025. See further discussion in the Midstream Segment Results section.

Segment Results

We classify our business in the following reportable segments: Refining & Marketing, Midstream and Renewable Diesel. Segment adjusted EBITDA represents adjusted EBITDA attributable to the reportable segments. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment or (iii) are not tied to the operational performance of the segment.

Our segment adjusted EBITDA for reportable segments was $2.17 billion and $3.49 billion for the three months ended March 31, 2025 and 2024, respectively.

Refining & Marketing

The following includes key financial and operating data for the first quarter of 2025 compared to the first quarter of 2024.

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

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	Three Months Ended March 31,
	2025		2024
Refining & Marketing Operating Statistics
Net refinery throughput (mbpd)	2,849		2,656


Refining & Marketing margin per barrel(a)(b)	$	13.38	$	19.35
Less:
Refining operating costs per barrel(c)	5.74		6.06
Distribution costs per barrel(d)	5.77		5.85

Other income per barrel(e)	(0.04)		(0.78)
Refining & Marketing segment adjusted EBITDA per barrel	$	1.91	$	8.22

Refining planned turnaround costs per barrel	$	1.77	$	2.68

Depreciation and amortization per barrel	1.58		1.84
Per barrel fees paid to MPLX included in distribution costs above	3.86		4.00

(a)Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.

(b)See “Non-GAAP Financial Measure” section for reconciliation and further information regarding this non-GAAP financial measure.

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

(d)Distribution costs exclude depreciation and amortization expense.

(e)Includes income or loss from equity method investments, net gain or loss on disposal of assets and other income or loss.

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


	Three Months Ended March 31,
	2025		2024
Benchmark Spot Prices (dollars per gallon)
Chicago CBOB unleaded regular gasoline	$	1.98	$	2.13
Chicago ULSD	2.12		2.48
USGC CBOB unleaded regular gasoline	1.98		2.23
USGC ULSD	2.29		2.62
LA CARBOB	2.36		2.58
LA CARB diesel	2.38		2.67

Market Indicators (dollars per barrel)
WTI	$	71.42	$	76.91
MEH	72.81		78.85
ANS	75.96		81.43
Crack Spreads:
Mid-Continent WTI 3-2-1	$	9.40	$	15.46
USGC MEH 3-2-1	10.02		16.49
West Coast ANS 3-2-1	18.57		24.22
Blended 3-2-1(a)	11.31		17.62

Crude Oil Differentials:
Sweet	$	(0.80)	$	(1.31)
Sour	(3.25)		(5.67)

(a) Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 40/42/18 percent effective April 1, 2024 and 40/40/20 percent for prior periods.

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First Quarter 2025 Compared to First Quarter 2024

Refining & Marketing segment revenues decreased $1.52 billion primarily due to decreased average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 204 mbpd.

Net refinery throughput increased 193 mbpd during the first quarter of 2025 largely due to decreased turnaround activity during the quarter.

Refining & Marketing segment adjusted EBITDA decreased $1.50 billion primarily due to decreases in per barrel margins. Refining & Marketing segment adjusted EBITDA was $1.91 per barrel for the first quarter of 2025, versus $8.22 per barrel for the first quarter of 2024.

Refining & Marketing margin was $13.38 per barrel for the first quarter of 2025 compared to $19.35 per barrel for the first quarter of 2024. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $1.7 billion on Refining & Marketing margin for the first quarter of 2025 compared to the first quarter of 2024, primarily due to lower crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net positive effect of approximately $500 million on Refining & Marketing segment adjusted EBITDA in the first quarter of 2025 compared to the first quarter of 2024.

For the three months ended March 31, 2025, refining operating costs, excluding depreciation and amortization, increased $7 million primarily due to higher energy costs, partially offset by decreased maintenance costs and expenses for projects conducted during turnaround activity. Refining operating costs, excluding depreciation and amortization, decreased $0.32 per barrel due to higher throughput.

Distribution costs, excluding depreciation and amortization, increased $63 million and include fees paid to MPLX of $990 million and $967 million for the first quarter of 2025 and 2024, respectively. Distribution costs, excluding depreciation and amortization, decreased $0.08 per barrel due to higher throughput.

Other income decreased $180 million, or $0.74 per barrel, largely due to the absence of insurance proceeds received in the first quarter of 2024.

Refining planned turnaround costs decreased $0.91 per barrel, or $193 million, due to the scope and timing of turnaround activity.

We purchase RINs to satisfy a portion of our RFS2 compliance. Our expenses associated with purchased RINs were $354 million and $301 million in the first quarter of 2025 and 2024, respectively. The RINs expense is included in Refining & Marketing margin. The increase in the first quarter of 2025 was primarily due to increased obligated volumes, partially offset by higher RINs generated and acquired from our Martinez Renewables joint venture and lower sale activity.

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Supplemental Refining & Marketing Statistics


	Three Months Ended March 31,
	2025	2024
Refining & Marketing Operating Statistics
Crude oil capacity utilization percent(a)	89	82

Refinery throughput (mbpd):
Crude oil refined	2,623	2,427
Other charge and blendstocks	226	229
Net refinery throughput	2,849	2,656

Sour crude oil throughput percent	46	46
Sweet crude oil throughput percent	54	54

Refined product yields (mbpd):
Gasoline	1,485	1,370
Distillates	1,029	936
Propane	67	64
NGLs and petrochemicals	162	166
Heavy fuel oil	74	69
Asphalt	74	81
Total	2,891	2,686

Refined product export sales volumes (mbpd)(b)	387	308

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

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

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Midstream

The following includes key financial and operating data for the first quarter of 2025 compared to the first quarter of 2024.

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

(b)Includes operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for partnership-operated equity method investments.

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	Three Months Ended March 31,
Benchmark Prices	2025		2024
Natural Gas NYMEX HH (per MMBtu)	$	3.87	$	2.09
C2 + NGL Pricing (per gallon)(a)	$	0.93	$	0.89

(a)C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane, 60 percent propane, five percent Iso-Butane, 15 percent normal butane and 10 percent natural gasoline.

First Quarter 2025 Compared to First Quarter 2024

In the first quarter of 2025, Midstream segment adjusted EBITDA increased $131 million mainly due to increased sales and operating revenues of $286 million resulting from fee escalations, higher throughputs, contributions from recent acquisitions and a $37 million non-recurring benefit associated with a customer agreement.

Renewable Diesel

The following includes key financial and operating data for the first quarter of 2025 compared to the first quarter of 2024.

(a) Includes intersegment sales to Refining & Marketing.

(b) Includes Dickinson facility production and purchased product from our Martinez Renewables joint venture.

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First Quarter 2025 Compared to First Quarter 2024

Renewable Diesel segment revenues increased $109 million primarily due to increased sales volume of 386 thousand gallons per day. Renewable Diesel segment adjusted EBITDA increased $48 million largely due to increased Renewable Diesel margin, which was $26 million in the first quarter of 2025 compared to $(5) million in the first quarter of 2024, and increased production in 2025. In 2024, production capacity was reduced due to an event at the Martinez Renewables facility in 2023 that resulted in lower throughput and impacted margins.

See “Non-GAAP Financial Measure” section for reconciliation of Renewable Diesel margin.

Corporate


(millions of dollars)	Three Months Ended March 31,
	2025		2024
Corporate(a)	$	(210)	$	(228)

(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $18 million and $24 million for the first quarter of 2025 and 2024, respectively.

First Quarter 2025 Compared to First Quarter 2024

In the first quarter of 2025, corporate expenses decreased $18 million primarily due to a decrease in equity compensation of approximately $37 million, partially offset by increases in office expenses and contract services of $15 million and $13 million, respectively.

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Non-GAAP Financial Measures

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

Refining & Marketing Margin

Refining & Marketing margin is defined as sales revenue less cost of refinery inputs and purchased products. We use and believe our investors use this non-GAAP financial measure to evaluate our Refining & Marketing segment’s operating and financial performance as it is the most comparable measure to the industry’s market reference product margins. This measure should not be considered a substitute for, or superior to, Refining & Marketing gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

Reconciliation of Refining & Marketing segment adjusted EBITDA to Refining & Marketing gross margin and Refining & Marketing margin


	Three Months Ended March 31,
(Millions of dollars)	2025		2024
Refining & Marketing segment adjusted EBITDA	$	489	$	1,986
Plus (Less):
Depreciation and amortization	(406)		(444)
Refining planned turnaround costs	(454)		(647)

Selling, general and administrative expenses	624		615
Income from equity method investments	(5)		(10)

Other income	(68)		(244)
Refining & Marketing gross margin	180		1,256
Plus (Less):
Operating expenses (excluding depreciation and amortization)	2,984		3,109
Depreciation and amortization	406		444
Gross margin excluded from and other income included in Refining & Marketing margin(a)	(70)		(73)
Other taxes included in Refining & Marketing margin	(70)		(59)
Refining & Marketing margin	$	3,430	$	4,677

(a)Reflects the gross margin, excluding depreciation and amortization, of other related operations included in the Refining & Marketing segment and processing of credit card transactions on behalf of certain of our marketing customers, net of other income.

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Renewable Diesel Margin

Renewable Diesel margin is defined as sales revenue plus value attributable to qualifying regulatory credits earned during the period less cost of renewable inputs and purchased product costs. We use and believe our investors use this non-GAAP financial measure to evaluate our Renewable Diesel segment’s operating and financial performance. This measure should not be considered a substitute for, or superior to, Renewable Diesel gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculation thereof may not be comparable to similarly titled measures reported by other companies.

Reconciliation of Renewable Diesel segment adjusted EBITDA to Renewable Diesel gross margin and Renewable Diesel margin


	Three Months Ended March 31,
(Millions of dollars)	2025		2024
Renewable Diesel segment adjusted EBITDA	$	(42)	$	(90)
Plus (Less):
Depreciation and amortization	(18)		(16)
Renewable Diesel JV depreciation and amortization(a)	(22)		(22)
Renewable Diesel planned turnaround costs	(11)		(1)
Renewable Diesel JV planned turnaround costs(a)	(8)		—

Selling, general and administrative expenses	9		14
Income from equity method investments	(16)		(13)

Other income	(3)		—
Renewable Diesel gross margin	(111)		(128)
Plus (Less):
Operating expenses (excluding depreciation and amortization)	98		86
Depreciation and amortization	18		16
Martinez JV depreciation and amortization	21		21
Renewable Diesel margin	$	26	$	(5)

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

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our consolidated cash and cash equivalents balance was approximately $3.81 billion at March 31, 2025 compared to $3.21 billion at December 31, 2024. Net cash provided by (used in) operating activities, investing activities and financing activities are presented in the following table.


	Three Months Ended March 31,
(Millions of dollars)	2025		2024
Net cash provided by (used in):
Operating activities	$	(64)	$	1,532
Investing activities	(923)		(824)
Financing activities	1,589		(2,977)
Total increase (decrease) in cash	$	602	$	(2,269)

Operating Activities

Net cash provided by operating activities decreased $1.60 billion in the first three months of 2025 compared to the first three months of 2024. The change in net cash provided by operating activities was primarily due to a decrease in operating results and an unfavorable change in working capital of $685 million, when comparing the change in working capital in both periods.

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For the first three months of 2025, changes in working capital, excluding changes in short-term debt, were a net $1.07 billion use of cash primarily due to the effects of changes in energy commodity prices and volumes at the end of the period. Current receivables increased primarily due to increases in crude oil volumes. Inventories increased primarily due to increases in refined product and crude oil inventory volumes. Accounts payable increased primarily due to increases in crude oil volumes partially offset by decreases in crude oil prices.

For the first three months of 2024, changes in working capital, excluding changes in short-term debt, were a net $389 million use of cash primarily due to the effects of changes in energy commodity prices and volumes at the end of the period. Accounts payable increased primarily due to increases in crude oil prices and volumes. Current receivables increased primarily due to increases in crude oil volumes and prices and refined product prices, partially offset by a decrease in refined product volumes. Inventories increased primarily due to increases in refined product and crude oil inventory volumes. Additionally, working capital was unfavorably impacted by changes in prepaid assets and current liabilities.

Investing Activities

Investing activities were a net $923 million use of cash in the first three months of 2025 compared to a net $824 million use of cash in the first three months of 2024.

•In the first three months of 2024, purchases of short-term investments of $1.66 billion were more than offset by maturities and sales of short-term investments of $1.89 billion and $193 million, respectively, for a net source of cash of $417 million.

•Additions to property, plant and equipment increased $78 million. See the Capital Requirements section for additional information on our capital investment plan.

•Cash used for acquisitions of $237 million in the first three months of 2025 was due to an acquisition in our Midstream segment.

•Cash used in net investments was $111 million for the first three months of 2025 compared to $125 million for the first three months of 2024. In 2025, investments mainly included contributions to MPLX equity method investments. In 2024, investments primarily included a $92 million contribution made in March 2024 for the repayment of MPLX’s share of the Dakota Access joint venture’s debt due in 2024.

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


	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
Investments in equity method investees	132		125
Total capital expenditures and investments	$	776	$	636

Financing Activities

Financing activities were a net $1.59 billion source of cash in the first three months of 2025 compared to a net $2.98 billion use of cash in the first three months of 2024.

•Long-term debt borrowings and repayments were a net $3.41 billion source of cash in the first three months of 2025 compared to a net $17 million use of cash in the first three months of 2024. During the first three months of 2025, MPC issued $2.0 billion in aggregate principal amount of senior notes and MPLX issued $2.0 billion aggregate principal amount of senior notes and repaid $500 million aggregate principal amount of senior notes.

•Cash used in common stock repurchases, including fees and expenses, totaled $1.06 billion in the first three months of 2025 compared to $2.22 billion in the first three months of 2024. See the Capital Requirements section for further discussion of our stock repurchases.

•Cash used in dividend payments decreased $14 million due to a reduction of shares outstanding resulting from share repurchases, partially offset by an increase in per share dividends.

•Cash used in distributions to noncontrolling interests increased $33 million primarily due to an increase in MPLX’s distribution per common unit.

•Cash used in repurchases of noncontrolling interests was $100 million in the first three months of 2025 related to the repurchase of MPLX common units. See Note 3 to the unaudited consolidated financial statements for further discussion of MPLX.

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Derivative Instruments

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

Capital Resources

MPC, Excluding MPLX

We control MPLX through our ownership of the general partner; however, the creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted. MPC has effectively guaranteed certain indebtedness of LOOP and LOCAP, in which MPLX holds an interest. Therefore, in the following table, we present the liquidity of MPC, excluding MPLX. MPLX liquidity is discussed in the following section.

Our liquidity, excluding MPLX, totaled $6.38 billion at March 31, 2025 consisting of:


	March 31, 2025
(Millions of dollars)	Total Capacity		Outstanding Borrowings		Outstanding Letters of Credit		Available Capacity
Bank revolving credit facility	$	5,000	$	—	$	1	$	4,999
Trade receivables facility(a)	100		—		—		100
Total	$	5,100	$	—	$	1	$	5,099
Cash and cash equivalents and short-term investments(b)							1,278
Total liquidity							$	6,377

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

(b)Excludes cash and cash equivalents of MPLX of $2.53 billion.

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

We have a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facility. At March 31, 2025, we had no borrowings outstanding under the commercial paper program.

MPC’s bank revolving credit facility and trade receivables facility contain representations and warranties, affirmative and negative covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature. As of March 31, 2025, we were in compliance with such covenants and restrictions.

Our intention is to maintain an investment-grade credit profile. As of March 31, 2025, the credit ratings on our senior unsecured debt are as follows.


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

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

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

See Note 16 to the unaudited consolidated financial statements for further discussion of our debt.

MPLX

MPLX’s liquidity totaled $6.03 billion at March 31, 2025 consisting of:


	March 31, 2025
(Millions of dollars)	Total Capacity		Outstanding Borrowings		Outstanding Letters of Credit		Available Capacity
MPLX LP - bank revolving credit facility	$	2,000	$	—	$	—	$	2,000
MPC intercompany loan agreement	1,500		—		—		1,500
Total	$	3,500	$	—	$	—	$	3,500
Cash and cash equivalents							2,534
Total liquidity							$	6,034

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 the net proceeds from this offering to redeem all of MPLX LP’s outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and 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.

MPLX’s bank revolving credit facility contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type. As of March 31, 2025, MPLX was in compliance with such covenants.

Our intention is to maintain an investment-grade credit profile for MPLX. As of March 31, 2025, the credit ratings on MPLX’s senior unsecured debt are as follows.


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

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

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

See Note 16 to the unaudited consolidated financial statements for further discussion of MPLX’s debt.

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Capital Requirements

Capital Investment Plan

MPC's capital investment outlook for 2025 totals approximately $1.25 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan. MPC’s capital investment outlook includes all of the planned capital spending for Refining & Marketing, Renewable Diesel and Corporate, as well as a portion of the planned capital investments for Midstream. The remainder of the planned capital spending for Midstream reflects the capital investment plan for MPLX, which totals $2.0 billion, excluding capitalized interest, acquisitions, if any, and reimbursable capital. We continuously evaluate our capital investment plan and make changes as conditions warrant.

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


	Three Months Ended March 31,
(Millions of dollars)	2025		2024
Capital expenditures and investments:(a)
MPC, excluding MPLX
Refining & Marketing	$	362	$	290
Midstream - Other	5		2
Renewable Diesel	1		1
Corporate and Other(b)	9		6
Total MPC, excluding MPLX	$	377	$	299

Midstream - MPLX(c)	$	381	$	325

(a) Capital expenditures include changes in capital accruals.

(b) Excludes capitalized interest of $18 million and $12 million for the three months ended March 31, 2025 and 2024, respectively.

Capital expenditures and investments in affiliates during the three months ended March 31, 2025 were primarily for Refining & Marketing and Midstream projects. Major Refining & Marketing projects include advancing improvements focused on integrating and modernizing utility systems and increasing energy efficiency, with the added benefit of addressing upcoming regulation mandating further reductions in emissions at our Los Angeles refinery, a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery and a project to increase flexibility and optimize jet production at our Robinson refinery. In addition to these multi-year investments, the company is executing short-duration, high-return projects that are expected to enhance the yields of our refineries, improve energy efficiency and lower our costs as well as investments in our branded marketing footprint.

Our Midstream segment capital expenditures and investments in affiliates were primarily for expanding our Permian to Gulf Coast integrated value chain, gas processing plants in the Marcellus and Permian basins and gathering projects in the Marcellus, Utica and Permian basins.

Share Repurchases

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

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From January 1, 2012 through March 31, 2025, our board of directors had approved $60.05 billion in total share repurchase authorizations and we repurchased a total of $53.33 billion of our common stock. As of March 31, 2025, MPC had approximately $6.72 billion remaining under its share repurchase authorizations.

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

MPLX Unit Repurchases

Total unit repurchases were as follows for the respective periods:


	Three Months Ended 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 available under its unit repurchase authorization.

MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.

Cash Commitments

Contractual Obligations

As of March 31, 2025, our purchase commitments primarily consist of obligations to purchase and transport crude oil used in our refining operations. During the first three months of 2025, there were no material changes to our contractual obligations outside the ordinary course of business since December 31, 2024.

Our other contractual obligations primarily consist of long-term debt and pension and post-retirement obligations, for which additional information is included in Notes 16 and 21, respectively, to the unaudited consolidated financial statements, and financing and operating leases.

Other Cash Commitments

On April 30, 2025, our board of directors declared a dividend of $0.91 per share on common stock. The dividend is payable June 10, 2025 to shareholders of record as of the close of business on May 21, 2025.

During the three months ended March 31, 2025, we made contributions of $36 million to our funded pension plans. We may have additional required funding for 2025 or make voluntary contributions at our discretion depending on the anticipated funding status and plan asset performance.

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

ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS

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

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements.

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There have been no additional significant changes to our environmental matters and compliance costs during the three months ended March 31, 2025.

CRITICAL ACCOUNTING ESTIMATES

As of March 31, 2025, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.

ACCOUNTING STANDARDS NOT YET ADOPTED

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For a detailed discussion of our risk management strategies and our derivative instruments, see Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2024.

See Notes 14 and 15 to the unaudited consolidated financial statements for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our consolidated balance sheets and statements of income. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.

The following table includes the composition of net losses on our commodity derivative positions as of March 31, 2025 and 2024, respectively.


	Three Months Ended March 31,
(Millions of dollars)	2025		2024
Realized loss on settled derivative positions	$	(51)	$	(37)
Unrealized loss on open net derivative positions	(14)		(37)
Net loss	$	(65)	$	(74)

See Note 15 to the unaudited consolidated financial statements for additional information on our open derivative positions at March 31, 2025.

Sensitivity analysis of the effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of March 31, 2025 is provided in the following table.


	Change in IFO from a Hypothetical Price Increase of				Change in IFO from a Hypothetical Price Decrease of
(Millions of dollars)	10%		25%		10%		25%
As of March 31, 2025
Crude	$	(43)	$	(106)	$	43	$	106
Refined products	(57)		(143)		57		143
Blending products	3		8		(3)		(8)
Soybean oil	(2)		(6)		2		6

We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity. Effects of these offsets are not reflected in the above sensitivity analysis.

We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. Changes to the portfolio after March 31, 2025 would cause future IFO effects to differ from those presented above.

Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of March 31, 2025 is provided in the following table. The fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and are relatively

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insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.


(Millions of dollars)	Fair Value as of March 31, 2025(a)		Change in Fair Value(b)		Change in Net Income for the Three Months Ended March 31, 2025(c)
Long-term debt
Fixed-rate	$	28,700	$	2,191	n/a
Variable-rate	$	—	$	—	$	—

(a)Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.

(b)Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at March 31, 2025.

(c)Assumes a 100-basis-point change in interest rates. The change to net income was based on the weighted average balance of debt outstanding for the three months ended March 31, 2025.

At March 31, 2025, our long-term debt was composed of fixed-rate instruments. The fair value of our fixed-rate debt is relatively sensitive to interest rate fluctuations. Our sensitivity to interest rate declines and corresponding increases in the fair value of our debt unfavorably affects our results of operations and cash flows only when we elect to repurchase or otherwise retire fixed-rate debt at prices above carrying value. Interest rate fluctuations generally do not impact the fair value of our variable-rate debt, but may affect our results of operations and cash flows.

See Note 14 to the unaudited consolidated financial statements for additional information on the fair value of our debt.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), was carried out under the supervision and with the participation of our management, including our chief executive officer and chief financial officer. Based upon that evaluation, the chief executive officer and chief financial officer concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, 2025, the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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. While it is possible that an adverse result in one or more of the lawsuits or proceedings in which we are a defendant could be material to us, based upon current information and our experience as a defendant in other matters, we believe that these lawsuits and proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than a specified threshold of $1 million for this purpose.

There have been no material changes to the legal matters previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth a summary of our purchases during the quarter ended March 31, 2025 of equity securities that are registered by MPC pursuant to Section 12 of the Exchange Act.


					Millions of Dollars
Period	Total Number of Shares Purchased	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(b)(c)
1/1/2025-1/31/2025	2,233,117	$	147.10	2,233,117	$	7,423
2/1/2025-2/28/2025	2,417,117	153.52		2,417,117	7,052
3/1/2025-3/31/2025	2,379,809	138.25		2,379,809	6,723
Total	7,030,043	146.31		7,030,043

(a)Amounts in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations. The weighted average price includes any commissions paid to brokers during the relevant period. The weighted average price does not include any excise tax on share repurchases.

(b) On April 30, 2024, we announced that our board of directors had approved a $5.0 billion share repurchase authorization. On November 5, 2024, we announced that our board of directors had approved an additional $5.0 billion share repurchases authorization. These share repurchase authorizations have no expiration date.

(c)The maximum dollar value remaining has been reduced by the amount of any commissions paid to brokers. The maximum dollar value remaining has not been reduced by the amount of any excise tax.

Item 5. Other Information

During the quarter ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of MPC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

Table of Contents

Item 6. Exhibits

Incorporated by Reference

Filed
Herewith

Furnished
Herewith

Exhibit

Number

Exhibit Description

Form

Exhibit

Filing
Date

SEC File
No.

3.1

Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated April 24, 2024

8-K

3.2

4/26/2024

001-35054

3.2

Amended and Restated Bylaws of Marathon Petroleum Corporation, dated October 27, 2021

10-Q

3.2

11/2/2021

001-35054

Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to long-term debt issues have been omitted where the
amount of securities authorized under such instruments does not exceed 10 percent of the total consolidated assets of the Registrant. The
Registrant hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon its request.

10.1

Third Amendment to Aircraft Time Sharing Agreement dated as of January 10, 2025, by and between Marathon Petroleum Company LP and Maryann T. Mannen

10.2

Third Amendment to Amended and Restated Aircraft Time Sharing Agreement dated as of January 10, 2025, by and between Marathon Petroleum Company LP and Michael J. Hennigan

10.3

Form of 2025 MPC Officer Performance Unit Award Agreement – 2025 – 2027 Performance Cycle

10.4

Form of 2025 MPC RSU Award Agreement – 3-year Pro Rata Vesting

10.5

Form of 2025 MPLX Phantom Unit Award Agreement

10.6

Michael J. Hennigan Form of 2025 MPC Officer Performance Unit Award Agreement – 2025 – 2027 Performance Cycle

10.7

Michael J. Hennigan Form of 2025 MPC RSU Award Agreement – 3-year Pro Rata Vesting

10.8

Michael J. Hennigan Form of 2025 MPLX Phantom Unit Award Agreement

10.9

2025 Marathon Petroleum Annual Cash Bonus Program

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: May 6, 2025	MARATHON PETROLEUM CORPORATION

	By:	/s/ Erin M. Brzezinski
		Erin M. Brzezinski Vice President and Controller

Exhibit 10.1

THIRD AMENDMENT

AIRCRAFT TIME SHARING AGREEMENT

THIS THIRD AMENDMENT TO AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 10th day of January 2025, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Maryann T. Mannen, an individual (hereinafter "Executive").

WHEREAS, Operator and Executive entered into that certain "Aircraft Time Sharing Agreement" dated August 14, 2024, as amended (the "Agreement"); and

WHEREAS, Operator and Executive desire to amend the Agreement in certain respects.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth to be kept and performed by the parties hereto, it is mutually covenanted and agreed as follows:

1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit A.

2. Except as hereinabove amended, the Agreement remains in full force and effect as the binding obligation of both Operator and Executive in accordance with its terms, as amended herein.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first written above.

MARATHON PETROLEUM COMPANY LP

MARYANN T. MANNEN

By: MPC Investment LLC, its General Partner

By:

/s/ Fiona C. Laird

By:

/s/ Maryann T. Mannen

Name:

Fiona C. Laird

Maryann T. Mannen, Individually

Title:

CHRO and SVP Communications

Page 1 of 2


Exhibit A
Description of Aircraft

Aircraft Make and Model	FAA Registration Number	Aircraft Serial Number	Primary Aircraft Base
Bombardier Challenger 350	N424MP	20594	KFDY
Bombardier Challenger 3500	N425MP	21017	KSAT
Bombardier Challenger 3500	N426MP	21024	KFDY
Bombardier Challenger 3500	N427MP	21034	KFDY
Gulfstream G450	N457MP	4320	KFDY
Gulfstream G450	N459MP	4327	KFDY

Page 2 of 2

Exhibit 10.2

THIRD AMENDMENT

AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED AIRCRAFT TIME SHARING AGREEMENT ("Amendment") is entered into this 10th day of January 2025, by and between Marathon Petroleum Company LP, a Delaware limited partnership (hereinafter "Operator"), and Michael J. Hennigan, an individual (hereinafter "Executive").

WHEREAS, Operator and Executive entered into that certain "Amended and Restated Aircraft Time Sharing Agreement" dated August 14, 2024, as amended (the "Agreement"); and

WHEREAS, Operator and Executive desire to amend the Agreement in certain respects.

1. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit A.

2. Except as hereinabove amended, the Agreement remains in full force and effect as the binding obligation of both Operator and Executive in accordance with its terms, as amended herein.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first written above.

MARATHON PETROLEUM COMPANY LP

MICHAEL J. HENNIGAN

By: MPC Investment LLC, its General Partner

By:

/s/ Fiona C. Laird

By:

/s/ Michael J. Hennigan

Name:

Fiona C. Laird

Michael J. Hennigan, Individually

Title:

CHRO and SVP Communications

Page 1 of 2


Exhibit A
Description of Aircraft
Aircraft Make and Model	FAA Registration Number	Aircraft Serial Number	Primary Aircraft Base
Bombardier Challenger 350	N424MP	20594	KFDY
Bombardier Challenger 3500	N425MP	21017	KSAT
Bombardier Challenger 3500	N426MP	21024	KFDY
Bombardier Challenger 3500	N427MP	21034	KFDY
Gulfstream G450	N457MP	4320	KFDY
Gulfstream G450	N459MP	4327	KFDY

Page 2 of 2

Exhibit 10.3

MARATHON PETROLEUM CORPORATION

PERFORMANCE SHARE UNIT AWARD AGREEMENT

2025 – 2027 PERFORMANCE PERIOD

SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES)

As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participant”), an employee of the Company or a Subsidiary, on {Grant Date} (the “Grant Date”), {Number of Awards Granted} Performance Share Units (the “Performance Award” or “Award”), conditioned on both the Company’s TSR ranking and the Company’s FCF per share ranking relative to the applicable Peer Group for the Performance Period as established by the Compensation and Organization Development Committee of the Board of Directors of the Company (which is the “Committee” as defined in the Plan), and as set forth herein. This Performance Award is subject to the following terms and conditions:

1. Relationship to the Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as otherwise defined in this Award Agreement, capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Participant also include the heirs or other legal representatives of the Participant.

2. Forfeiture of Performance Share Units if Award Not Timely Accepted. This Award is conditioned upon and subject to the Participant accepting the Award by signing and delivering to the Company this Award Agreement, or otherwise electronically accepting the Award in such manner as the Committee may in its discretion determine, no later than 11 months after the Grant Date. If the Participant does not timely accept this Award, all Performance Share Units subject to this Award shall be forfeited to the Company. In the event of the Participant’s death or incapacitation prior to accepting the Award, the Company shall deem the Award as being accepted by the Participant. By accepting this Award, the Participant agrees to all of the terms and conditions of this Award, and consents to be bound by the terms of the Clawback Policy defined in Paragraph 11 to the extent applicable to the Participant under such policy.

3. Determination of Payout Percentage. The Payout Percentage will be determined as follows:

(a) TSR Performance. For two-thirds of the Award, as soon as administratively feasible following the end of the Performance Period, the Committee shall determine and certify the TSR Performance Percentile and the resulting Payout Percentage as follows (using straight-line interpolation between the 30th percentile and the 50th percentile and between the 50th percentile and the 100th percentile):


TSR Performance Percentile			Payout Percentage
Ranked below 30th percentile			0%
Ranked at 30th percentile			50%
Ranked at 50th percentile			100%
Ranked at the 100th percentile			200%

Notwithstanding anything in this Award Agreement to the contrary, if the Company’s TSR calculated for the Performance Period is negative, then the Payout Percentage under this Paragraph 3(a) shall not exceed 100% regardless of the TSR Performance Percentile.

Notwithstanding anything in this Award Agreement to the contrary, the Committee has the sole and absolute authority and discretion to reduce the Payout Percentage under this Paragraph 3(a) as it may deem appropriate.

(b) Relative Change in FCF Per Share. For the remaining one-third of the Award, as soon as administratively feasible following the end of the Performance Period, the Committee shall determine and certify the Relative Change in FCF Per Share and the resulting Payout Percentage as follows (using straight-line interpolation between the 30th percentile and the 50th percentile and between the 50th percentile and the 100th percentile):


Relative Change in FCF Per Share			Payout Percentage
Ranked below 30th percentile			0%
Ranked at 30th percentile			50%
Ranked at 50th percentile			100%
Ranked at the 100th percentile			200%

Notwithstanding anything in this Award Agreement to the contrary, if the Company’s TSR calculated for the Performance Period is negative, then the Payout Percentage under this Paragraph 3(b) shall not exceed 100% regardless of the Relative Change in FCF Per Share result.

4. Vesting and Payment of Performance Share Units. Unless the Participant’s right to the Performance Share Units is previously forfeited or vested and payable in accordance with Paragraphs 5, 6, 7, 8 or 9 the Participant shall vest in the Performance Share Units on the Performance Period End Date, provided the Participant has been in continuous Employment from the Grant Date to and including the Performance Period End Date, and the Participant shall be entitled to receive a payment equal to the Payout Value. The Payout Value shall be paid in cash as soon as administratively feasible following the Committee’s determination under Paragraph 3 and, in any event, between January 1 and April 15 immediately following the end of the Performance Period. If, in accordance with the Committee’s determination under Paragraph 3, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Share Units. Upon the vesting and/or forfeiture of the Performance Share Units pursuant to this Paragraph 4 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full. Notwithstanding the preceding

sentence of this Paragraph 4, in the event of the Participant’s death, any cash payment that is otherwise deliverable under this Award will be distributed to the correlated brokerage account (or the SPS Participant Trust if an international employee) and will be subject to the designated beneficiary on file and then in effect with the recordkeeper for such brokerage (or the SPS Participant Trust, where applicable), or in the absence of a designated beneficiary, to the executor or administrator of the estate.

5. Termination of Employment. Except as provided in Paragraphs 6, 7, 8 or 9, if the Participant’s Employment terminates prior to the Performance Period End Date, the Participant’s right to the Performance Share Units shall be forfeited in its entirety as of the date of such termination, and the rights of the Participant and the obligations of the Company under this Award Agreement shall be terminated.

6. Death. Except as provided in Paragraphs 7 and 8, in the event of the Participant’s death prior to the Performance Period End Date, the Performance Share Units shall vest in full as of the date of the Participant’s death, the Payout Percentage shall be 100%, the Payout Value shall be determined as of the date of the Participant’s death and shall be paid in cash within 60 days of the Participant’s date of death, and such vesting and payment shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full.

7. Approved Separation. In the event of the Participant’s Approved Separation prior to the Performance Period End Date, the Performance Share Units shall vest in full as of the date of the Approved Separation, and such vested Performance Share Units shall be determined and paid as otherwise provided in Paragraphs 3 and 4. The death of the Participant following the Participant’s Approved Separation shall have no effect on this Paragraph 7.

8. Qualified Termination. In the event of the Participant’s termination of Employment on account of a Qualified Termination prior to the Performance Period End Date, the Performance Share Units shall vest in full as of the date of the Qualified Termination, the Payout Percentage shall be 100%, and such vested Performance Share Units shall be determined and paid as otherwise provided in Paragraph 4. The death of the Participant following the Participant’s termination of Employment on account of a Qualified Termination shall have no effect on this Paragraph 8.

9. Mandatory Retirement. In the event of the Participant’s termination of Employment on account of Mandatory Retirement prior to the Performance Period End Date, the Performance Share Units shall vest in full as of the date of Mandatory Retirement, and such vested Performance Share Units shall be determined and paid as otherwise provided in Paragraphs 3 and 4. The death of the Participant following the Participant’s termination of Employment on account of Mandatory Retirement shall have no effect on this Paragraph 9.

10. Conditions Precedent. This Paragraph 10 shall apply to this Award notwithstanding any other provision of this Award Agreement to the contrary. The Participant’s services to the Company and its Subsidiaries are unique, extraordinary and essential to the business of the Company and its Subsidiaries, particularly in view of the Participant’s access to the Company’s or its Subsidiaries’ confidential information and trade secrets. Accordingly, in consideration of this Award Agreement and by accepting this Award, the Participant agrees that in order to

otherwise vest in any right to payment of Performance Share Units under this Award, the Participant must satisfy the following conditions to and including the vesting date under this Award:

(a) The Participant agrees that the Participant will not, without the prior written approval of the Board, at any time during the term of the Participant’s Employment and for a period of one year following the date on which the Participant’s Employment terminates (the “Restricted Period”), directly or indirectly, serve as an officer, director, owner, contractor, consultant, or employee of any the following organizations (or any of their respective subsidiaries or divisions): BP p.l.c., Chevron Corporation, CVR Energy, Inc, Delek US Holdings, Inc., ExxonMobil Corporation, HF Sinclair Corporation, PBF Energy Inc., Phillips 66, and Valero Energy Corporation, or otherwise engage in any business activity directly or indirectly competitive with the business of the Company or any of its Subsidiaries as in effect from time to time.

(b) The Participant agrees that during the term of the Participant’s Employment and for a period of one year following the date on which the Participant’s Employment terminates, the Participant will not, alone or in conjunction with another party, hire, solicit for hire, aid in or facilitate the hire, or cause to be hired, either as an employee, contractor or consultant, any individual who is currently engaged, or was engaged at any time during the six month period prior such event, as an employee, contractor or consultant of the Company or any of its Subsidiaries.

(c) The Participant agrees that the Participant may not, either during the Participant’s Employment or thereafter, make or encourage others to make any public statement or release any information or otherwise engage in any conduct that is intended to, or reasonably could be foreseen to, embarrass, criticize or harm the reputation or goodwill of the Company or any of its Subsidiaries, or any of their employees, directors or shareholders; provided, that this shall not preclude the Participant from reporting to the Company’s management or directors or to the government or a government agency or regulator (including the U.S. Securities and Exchange Commission) conduct the Participant believes to be in violation of the law (including any possible violation of a U.S. securities law) or the Company’s Code of Business Conduct or responding truthfully to questions or requests for information to a government agency or regulator (including the U.S. Securities and Exchange Commission) or in a court of law in connection with a legal or regulatory investigation or proceeding.

or its Subsidiaries’ ordinary course of business would result in irreparable and continuing damage to the Company and its Subsidiaries. Accordingly, the Participant agrees to hold the Confidential Information in the strictest secrecy, and covenants that, during the term of the Participant’s Employment or at any time thereafter, the Participant will not, without the prior written consent of the Board, directly or indirectly, allow any element of the Confidential Information to be disclosed, published or used, nor permit the Confidential Information to be discussed, published or used, either by the Participant or by any third parties, except in effecting the Participant’s duties for the Company and its Subsidiaries in the ordinary course of business; provided that this shall not preclude the Participant from disclosing Confidential Information pursuant to the reporting to the Company’s management or directors or to the government or a government agency or regulator (including the U.S. Securities and Exchange Commission) conduct the Participant believes to be in violation of the law (including any possible violation of a U.S. securities law) or the Company’s Code of Business Conduct or responding truthfully to questions or requests for information to a government agency or regulator (including the U.S. Securities and Exchange Commission) or in a court of law in connection with a legal or regulatory investigation or proceeding.

(e) The Participant agrees that in addition to the forfeiture provisions otherwise provided for in this Award Agreement, upon the Participant’s failure to satisfy in any respect of any of the conditions described in Paragraphs 10(a), (b), (c) or (d), any unvested or unpaid portion of this Award (including any otherwise vested, but unpaid portion of this Award) at the time of such failure shall be forfeited, and the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full, in each case to the extent permitted by applicable law.

11. Award Subject to Clawback Policy. This Award, and any Performance Share Units vested and any Payout Value paid under this Award, is subject to the Marathon Petroleum Corporation Officer Compensation Clawback Policy, effective October 2, 2023, and as thereafter in effect from time to time (the “Clawback Policy”), including, but not limited to, forfeiture and other recoupment as may be determined and applied with respect to the Participant and the Award pursuant to the Clawback Policy. This Paragraph 11 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Company with rights in addition to any other remedy which may exist in law or in equity. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, and to the extent not otherwise provided in the Clawback Policy, the Participant agrees that the Company may also require that the Participant repay to the Company any compensation paid to the Participant under this Award Agreement as required by any other “clawback” provisions under applicable law.

12. Taxes. Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the cash otherwise payable to the Participant, or from other compensation payable to the Participant (to the extent consistent with Section 409A of the Code), at the time of the vesting and delivery of such cash payment.

13. Nonassignability. Upon the Participant’s death, the Performance Share Units under this Award Agreement shall be transferred to the Participant’s designated beneficiary, personal representative or estate as provided in Paragraph 4. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of

the Performance Share Units, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Performance Share Units shall have no effect.

14. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Company or any affiliate thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

15. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant hereunder.

16. Specified Employee; Section 409A of the Code. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code as determined by the Company in accordance with its established policy, any settlement of any amount described in this Award Agreement which would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant as a result of the Participant’s “separation from service” as defined under Section 409A of the Code (other than as a result of death) and which would otherwise be paid within six months of the Participant’s separation from service shall be paid on the date that is one day after the earlier of (i) the date that is six months after the Participant’s separation from service or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. The payment of each amount under this Award Agreement is deemed as a “separate payment” for purposes of Section 409A of the Code. For all purposes under this Award, “termination of Employment” and similar terms shall mean “separation from service” as defined and determined under Section 409A of the Code.

17. Definitions. For purposes of this Award Agreement:

“Approved Separation” means termination of Employment on or after the date the Participant has attained age 55 and completed five years of Employment, provided, that, the termination of Employment occurs no earlier than the later of: (a) six month anniversary of the Grant Date; and (b) 90 days after the Participant has provided notice to the Committee or its delegate of the date of his or her termination of Employment. The Committee may, in its sole discretion, waive the notice requirement under clause (b) of the preceding sentence if the Participant is an Employee under its purview for the grant and administration of the Award, and the Chief Executive Officer of the Company may, in his or her sole discretion, waive the notice requirement under clause (b) of the preceding sentence if the Participant is an Employee not under the Committee’s purview for the grant and administration of the Award.

“Beginning Stock Price” means the average of the daily closing price of a Share for the trading days in the 30 calendar days immediately prior to the commencement of the Performance Period, historically adjusted, if necessary, for any stock split, stock dividend, recapitalizations, or similar corporate events that occur during Performance Period.

“Change in Control” for purposes of this Award Agreement shall have the same definition as under the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan, as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference.

“Compensation Reference Group” means 3M Company, Archer-Daniels-Midland Company, Bunge Global SA, Caterpillar Inc., Cencora, Inc., ConocoPhillips, Cummins Inc., Dow Inc., DuPont de Nemours, Inc., EOG Resources, Inc., FedEx Corporation, Ford Motor Company, General Dynamics Corporation, General Motors Company, Honeywell International Inc., Lockheed Martin Corporation, LyondellBasell Industries N.V., McKesson Corporation, Phillips 66, PPG Industries, Inc., RTX Corporation, United Parcel Service, Inc., and Valero Energy Corporation.

“Employment” means employment with the Company or any of its Subsidiaries. For purposes of this Award Agreement, Employment shall also include any period of time during which the Participant is on Disability status. The length of any period of Employment shall be determined by the Company or the Subsidiary that either (a) employs the Participant or (b) employed the Participant immediately prior to the Participant’s termination of Employment.

“Ending Stock Price” means the average of the daily closing price of a Share for the trading days in the final 30 calendar days of the Performance Period.

“FCF Payout Value” means the product of: (a) the Payout Percentage as determined in Paragraph 3(b); (b) one-third of the overall number of vested Performance Share Units; and (c) the average of the daily closing price of a Share for the trading days in the final 30 calendar days of the Performance Period, provided, that in the event of the Participant’s death, the Fair Market Value of one Share on the date of the Participant’s death shall be used.

“Free Cash Flow” or “FCF” means net cash provided by operating activities less additions to property, plant and equipment (commonly referred to as capital expenditures), as presented in the company’s statement of cash flows filed with the Securities and Exchange Commission. In the instance where a company discloses additional detail related to cash flows, the Company has the authority to make the determination of whether to include or exclude, based upon the premise of ensuring a FCF that is best comparable across companies.

“Mandatory Retirement” means, as determined by the Board of Directors of the Company (or its delegate), a Participant’s mandatory retirement under Marathon Petroleum Corporation’s Mandatory Retirement Policy, or equivalent thereto, provided such Mandatory Retirement constitutes a separation from service within the meaning of Section 409A of the Code.

“Payout Percentage” means the percentage (from 0% to 200%) determined by the Committee in accordance with the procedures set forth in Paragraphs 3(a) and 3(b), which shall be used to determine the Payout Value.

“Payout Value” means the sum of the TSR Payout Value and the FCF Payout Value.

“Peer Group” means the group of companies that are pre-established by the Committee which principally represent a group of selected peers, or such other group of companies as selected and pre-established by the Committee.

For the portion of this Award determined under Paragraph 3(a) relating to TSR Performance, the Committee has determined that the Peer Group is BP p.l.c., Chevron Corporation, CVR Energy, Inc, Delek US Holdings, Inc., ExxonMobil Corporation, HF Sinclair Corporation, PBF Energy Inc., Phillips 66, Valero Energy Corporation, the S&P 500 Index, the Alerian MLP Index, and one company from the Compensation Reference Group. The company from the Compensation Reference Group will be determined by selecting the median company when ranking the Compensation Reference Group by TSR in descending order for the Performance Period. Such pre-established Peer Group is subject to the following adjustments:

(a) If a member of the Peer Group is substantially acquired by another company, the acquired Peer Group company will be removed from the Peer Group for the Performance Period.

(b) If a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company’s total assets during the Performance Period.

(c) If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Period, unless the newly formed company’s primary business no longer satisfies the criteria for which such member was originally selected as a member of the Peer Group, then in such case the company shall be removed from the Peer Group.

(d) If a member of the Peer Group is delisted on all major U.S. stock exchanges, or is no longer publicly-traded, such company will be removed from the Peer Group for the Performance Period.

(e) If a member of the Peer Group splits its stock, such company’s TSR performance will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to the other companies.

(f) Members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will remain in the Peer Group positioned below the lowest performing non-bankrupt member of the Peer Group for the Performance Period.

For the portion of this Award determined under Paragraph 3(b) relating to relative change in FCF Per Share, the Committee has determined that the Peer Group is BP p.l.c., Chevron Corporation, CVR Energy, Inc., Delek US Holdings, Inc., ExxonMobil Corporation, HF Sinclair Corporation, PBF Energy Inc., Phillips 66, and Valero Energy Corporation.

In addition, the Committee shall have the discretionary authority to make other appropriate adjustments in response to a change in circumstances after the commencement of the Performance Period that results in a member of the applicable Peer Group no longer satisfying the criteria for which such member was originally selected.

“Performance Period” means the period beginning on January 1, 2025, and ending at the close of December 31, 2027.

“Performance Period End Date” means and is December 31, 2027.

“Performance Share Unit” for purposes of this Award Agreement means a “Performance Unit” as defined under the Plan.

“Qualified Termination” for purposes of this Award Agreement shall have the same definition as under the Marathon Petroleum Corporation Senior Leader Change in Control Severance Benefits Plan, as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference.

“Relative Change in FCF” means the factor derived using the following formula:

(2025 FCF ÷ 2025 WASO) + (2026 FCF ÷ 2026 WASO) + (2027 FCF ÷ 2027 WASO)

(2022 FCF ÷ 2022 WASO) + (2023 FCF ÷ 2023 WASO) + (2024 FCF ÷ 2024 WASO)

“Total Shareholder Return” or “TSR” means for the Company and each entity in the Peer Group, the number derived using the following formula:

(Ending Stock Price – Beginning Stock Price) + Cumulative Dividends

Beginning Stock Price

“TSR Payout Value” means the product of: (a) the Payout Percentage as determined in Paragraph 3(a); (b) two-thirds of the overall number of vested Performance Share Units; and (c) the average of the daily closing price of a Share for the trading days in the final 30 calendar days of the Performance Period, provided, that in the event of the Participant’s death, the Fair Market Value of one Share on the date of the Participant’s death shall be used.

“TSR Performance Percentile” means the percentile ranking of the Company’s Total Shareholder Return for the Performance Period among the Total Shareholder Returns of the Peer Group companies, ranked in descending order.

“Weighted Average Shares Outstanding” or “WASO” means the diluted weighted average shares outstanding as reported in the Company’s annual report.


						Marathon Petroleum Corporation

						By:
									Authorized Officer

Exhibit 10.4

MARATHON PETROLEUM CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES)

(3-Year Pro Rata Vesting)

As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participant”), an employee of the Company or a Subsidiary, on {Grant Date} (the “Grant Date”), {Number of Awards Granted} Restricted Stock Units (the “Restricted Stock Unit Award” or “Award”). The number of Restricted Stock Units awarded is subject to adjustment as provided in the Plan, and the Restricted Stock Units are subject to the following terms and conditions:

2. Vesting and Forfeiture of Restricted Stock Units.

(a) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall vest as follows:

(i) one-third of the Restricted Stock Units shall vest upon the completion of the service period which commences on the Grant Date and ends on the first anniversary of the Grant Date;

(ii) an additional one-third of the Restricted Stock Units shall vest upon the completion of the service period which commences on the first anniversary of the Grant Date and ends on the second anniversary of the Grant Date; and

(iii) all remaining Restricted Stock Units shall vest upon the completion of the service period which commences on the second anniversary of the Grant Date and ends on the third anniversary of the Grant Date;

provided, however, that the Participant must be in continuous Employment from the Grant Date through the completion of the service period as listed above for each annual installment in order for the Restricted Stock Units for each annual installment to vest. If the Participant’s Employment terminates for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Company.

(b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events:

(i) the Participant’s death;

(ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation;

(iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or

(iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

3. Forfeiture of Restricted Stock Units if Award Not Timely Accepted. This Award is conditioned upon and subject to the Participant accepting the Award by signing and delivering to the Company this Award Agreement, or otherwise electronically accepting the Award in such manner as the Committee may in its discretion determine, no later than 11 months after the Grant Date. If the Participant does not timely accept this Award, all Restricted Stock Units subject to this Award shall be forfeited to the Company. In the event of the Participant’s death or incapacitation prior to accepting the Award, the Company shall deem the Award as having been accepted by the Participant. By accepting this Award, the Participant agrees to all of the terms and conditions of this Award, and consents to be bound by the terms of the Clawback Policy defined in Paragraph 5 to the extent applicable to the Participant under such policy.

4. Conditions Precedent. This Paragraph 4 shall apply to this Award notwithstanding any other provision of this Award Agreement to the contrary. The Participant’s services to the Company and its Subsidiaries are unique, extraordinary and essential to the business of the Company and its Subsidiaries, particularly in view of the Participant’s access to the Company’s or its Subsidiaries’ confidential information and trade secrets. Accordingly, in consideration of this Award Agreement and by accepting this Award, the Participant agrees that in order to otherwise vest in any right to payment of Restricted Stock Units under this Award, the Participant must satisfy the following conditions to and including the vesting date and the payment date for each applicable annual installment or other applicable portion of this Award:

six month period prior such event, as an employee, contractor or consultant of the Company or any of its Subsidiaries.

(d) The Participant agrees and understands that the Company and its Subsidiaries own and/or control information and material which is not generally available to third parties and which the Company or its Subsidiaries consider confidential, including, without limitation, methods, products, processes, customer lists, trade secrets and other information applicable to its business and that it may from time to time acquire, improve or produce additional methods, products, processes, customers lists, trade secrets and other information (collectively, the “Confidential Information”). The Participant acknowledges that each element of the Confidential Information constitutes a unique and valuable asset of the Company and its Subsidiaries, and that certain items of the Confidential Information have been acquired from third parties upon the express condition that such items would not be disclosed to the Company or a Subsidiary and the officers and agents thereof other than in the ordinary course of business. The Participant acknowledges that disclosure of the Confidential Information to and/or use by anyone other than in the Company’s or its Subsidiaries’ ordinary course of business would result in irreparable and continuing damage to the Company and its Subsidiaries. Accordingly, the Participant agrees to hold the Confidential Information in the strictest secrecy, and covenants that, during the term of the Participant’s Employment or at any time thereafter, the Participant will not, without the prior written consent of the Board, directly or indirectly, allow any element of the Confidential Information to be disclosed, published or used, nor permit the Confidential Information to be discussed, published or used, either by the Participant or by any third parties, except in effecting the Participant’s duties for the Company and its Subsidiaries in the ordinary course of business; provided that this shall not preclude the Participant from disclosing Confidential Information pursuant to the reporting to the Company’s management or directors or to the government or a government agency or regulator (including the U.S. Securities and Exchange Commission) conduct the Participant believes to be in violation of the law (including any possible violation of a U.S. securities law) or the Company’s Code of Business Conduct or responding truthfully to questions or requests for information to a government agency or regulator (including the U.S. Securities and Exchange Commission) or in a court of law in connection with a legal or regulatory investigation or proceeding.

described in Paragraphs 4(a), (b), (c) or (d), any unvested or unpaid portion of this Award (including any otherwise vested, but unpaid portion of this Award) at the time of such failure shall be forfeited, and the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full, in each case to the extent permitted by applicable law.

5. Award Subject to Clawback Policy. This Award, and any Shares delivered and any Dividend Equivalents paid under this Award, is subject to the Marathon Petroleum Corporation Officer Compensation Clawback Policy, effective October 2, 2023, and as thereafter in effect from time to time (the “Clawback Policy”), including, but not limited to, forfeiture and other recoupment as may be determined and applied with respect to the Participant and the Award pursuant to the Clawback Policy. This Paragraph 5 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Company with rights in addition to any other remedy which may exist in law or in equity. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, and to the extent not otherwise provided in the Clawback Policy, the Participant agrees that the Company may also require that the Participant repay to the Company any compensation paid to the Participant under this Award Agreement as required by any other “clawback” provisions under applicable law.

6. Dividend Equivalent and Voting Rights.

(a) Limitations on Rights Associated with Restricted Stock Units. The Participant shall have no rights as a shareholder of the Company, no dividend rights (except as expressly provided in Paragraph 6(b) with respect to Dividend Equivalents) and no voting rights, with respect to the Restricted Stock Units or any Shares underlying or issuable in respect of such Restricted Stock Units until such Shares are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate or book entry or like action evidencing such Shares.

(b) Dividend Equivalent Rights Distributions. As of any date that the Company pays an ordinary cash dividend on its Shares, the Company shall credit the Participant with Dividend Equivalents in a dollar amount equal to (i) the per share cash dividend paid by the Company on its Shares on such date, multiplied by (ii) the total number of Restricted Stock Units (with such total number adjusted pursuant to Section 12.2 of the Plan) subject to the Award that are outstanding immediately prior to the record date for that dividend. Any Dividend Equivalents credited pursuant to the foregoing provisions of this Paragraph 6(b) shall be subject to the same vesting, payment, tax withholding, forfeiture, repayment and other terms, conditions and restrictions applicable to the Restricted Stock Units to which they relate; provided, however, that the amount of any vested Dividend Equivalents shall be paid in cash. No crediting of Dividend Equivalents shall be made pursuant to this Paragraph 6(b) with respect to any Restricted Stock Units which, immediately prior to the record date for that dividend, have either been paid pursuant to Paragraph 8 or forfeited pursuant to the terms of this Award.

representative or estate as provided in Paragraph 8. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Restricted Stock Units (or Shares payable in respect thereof) or the Dividend Equivalents, and any attempt to sell, transfer, assign, pledge or encumber any portion of the Restricted Stock Units (or Shares payable in respect thereof) or the Dividend Equivalents shall have no effect.

8. Timing and Manner of Payment of Restricted Stock Units. Subject to the terms of the Plan and this Award, any Restricted Stock Units that vest pursuant to Paragraph 2 shall be released and settled in whole Shares within 60 days of the applicable vesting date by the Company delivering to the Participant (and, in the event of death, as provided in the following sentence of this Paragraph 8) a number of Shares (in such manner as the Committee in its discretion may determine, e.g., by entering such Shares in book entry form, and/or causing the vested Shares to be deposited in an account maintained by a broker designated by the Company) equal to the number of Restricted Stock Units subject to the Award that vest on the vesting date, less tax withholdings as provided under Paragraph 9; provided, that, any Restricted Stock Units that vest on account of the Participant’s Approved Separation, Mandatory Retirement or Qualified Termination under Paragraphs 2(b)(ii), (iii) or (iv) shall be released and settled as provided herein, but according to the same payment timing resulting from the normal course vesting schedule set forth in Paragraph 2(a), and in such circumstance the Participant must only be in continuous Employment from the Grant Date to the applicable vesting event (i.e., the Participant’s Approved Separation, Mandatory Retirement or Qualified Termination is a vesting event and not a payment event). Notwithstanding the preceding sentence of this Paragraph 8, in the event of the Participant’s death, any Shares that are otherwise deliverable under this Award (including Shares resulting from the vesting of any Restricted Stock Units on account of death) will be distributed to the correlated brokerage account (or the SPS Participant Trust if an international employee) and will be subject to the designated beneficiary on file and then in effect with the recordkeeper for such brokerage (or the SPS Participant Trust, where applicable), or in the absence of a designated beneficiary, to the executor or administrator of the estate.

9. Taxes. Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the Shares otherwise deliverable to the Participant due to the vesting of Restricted Stock Units pursuant to this Award Agreement (to the extent such withholding does not violate Section 409A of the Code), or from other compensation payable to the Participant, at the time of the vesting and delivery of such Shares.

10. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Company or any Subsidiary or successor, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

11. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant hereunder.

12. Specified Employee; Section 409A of the Code. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code as determined by the Company in accordance with its established policy, any settlement of any amount described in this Award Agreement which would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant as a result of the Participant’s “separation from service” as defined under Section 409A of the Code (other than as a result of death) and which would otherwise be paid within six months of the Participant’s separation from service shall be paid as provided under Section 13.15 of the Plan. The payment of each amount under this Award Agreement is deemed as a “separate payment” for purposes of Section 409A of the Code. For all purposes under this Award, “termination of Employment” and similar terms shall mean “separation from service” as defined and determined under Section 409A of the Code.

13. Definitions. For purposes of this Award Agreement:

“Approved Separation” means termination of Employment on or after the date the Participant has attained age 55 and completed five years of Employment, provided, that, the termination of Employment occurs no earlier than the later of: (a) the six month anniversary of the Grant Date; and (b) 90 days after the Participant has provided notice to the Committee or its delegate of the date of his or her termination of Employment. The Committee may, in its sole discretion, waive the notice requirement under clause (b) of the preceding sentence if the Participant is an Employee under its purview for the grant and administration of the Award, and the Chief Executive Officer of the Company may, in his or her sole discretion, waive the notice requirement under clause (b) of the preceding sentence if the Participant is an Employee not under the Committee’s purview for the grant and administration of the Award.

“Employment” means employment with the Company or any of its Subsidiaries. The length of any period of Employment shall be determined by the Company or the Subsidiary that either (a) employs the Participant or (b) employed the Participant immediately prior to the Participant’s termination of Employment.

“Mandatory Retirement” means termination of Employment as a result of the Company’s policy, if any, in effect at the time of the Grant Date, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone.


						Marathon Petroleum Corporation

						By:
									Authorized Officer

Exhibit 10.5

MPLX LP

PHANTOM UNIT AWARD AGREEMENT

SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES)

As evidenced by this Award Agreement and under the MPLX LP 2018 Incentive Compensation Plan, as amended (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to {Participant Name} (the “Participant”), an Employee and/or Officer of the Company, Partnership or an Affiliate, on {Grant Date} (the “Grant Date”), {Number of Awards Granted} Phantom Units (the “Award”), with each Phantom Unit representing the right to receive a Unit of the Partnership, subject to the terms and conditions in the Plan and this Award Agreement. The number of Phantom Units awarded is subject to adjustment as provided in the Plan, and the Phantom Units hereby granted are also subject to the following terms and conditions:

1. Relationship to the Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Board. Except as defined in this Award Agreement, capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2. Vesting and Forfeiture of Phantom Units.

(a) Subject to Paragraph 3, the Phantom Units shall vest as follows:

(i) one-third of the Phantom Units shall vest on the first anniversary of the Grant Date;

(ii) an additional one-third of the Phantom Units shall vest on the second anniversary of the Grant Date; and

(iii) all remaining Phantom Units shall vest on the third anniversary of the Grant Date;

provided, however, that the Participant must be in continuous Employment from the Grant Date through the applicable vesting date in order for the applicable Phantom Units to vest. If the Participant’s Employment terminates for any reason other than one listed in subparagraphs (b)(i) through (iv) of this Paragraph 2, any Phantom Units that have not vested as of the date of such termination of Employment shall be immediately forfeited to the Company.

(b) Subject to Paragraph 3, the Phantom Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events:

(i) the Participant’s death;

(ii) the Participant’s Approved Separation, provided, the Participant has been in continuous Employment from the Grant Date to the Approved Separation;

(iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or

(iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

3. Forfeiture of Phantom Units if Award Not Timely Accepted. This Award is conditioned upon and subject to the Participant accepting the Award by signing and delivering to the Company this Award Agreement, or otherwise electronically accepting the Award in such manner as the Board may in its discretion determine, no later than 11 months after the Grant Date. If the Participant does not timely accept this Award, all Phantom Units subject to this Award shall be forfeited to the Company. In the event of the Participant’s death or incapacitation prior to accepting the Award, the Company shall deem the Award as having been accepted by the Participant. By accepting this Award, the Participant agrees to all of the terms and conditions of this Award, and consents to be bound by the terms of the Clawback Policy defined in Paragraph 8 to the extent applicable to the Participant under such policy.

4. Distribution Equivalent Right (“DER”). This Award includes a DER, the terms of which are set forth in this Paragraph 4. During the period between the Grant Date and the date the Phantom Units are settled, for any distributions from the Partnership on outstanding Units of the Partnership, the Participant shall be credited with the equivalent of all of the distributions that would be payable with respect to the Unit of the Partnership represented by each Phantom Unit, including any fractional Phantom Units, then credited to the Participant and the amount related to such credited distributions shall be accrued as a credit to the Participant’s account on the date such distribution is made. Any additional cash or Phantom Units credited pursuant to this Paragraph 4 shall be subject to the same terms and conditions applicable to the Phantom Units to which these distributions relate, including, without limitation, the same vesting, restrictions on transfer, forfeiture, settlement, distribution, tax withholding, repayment and other terms, conditions and restrictions.

5. Settlement and Issuance of Units. Subject to the terms of the Plan, all vested amounts payable to the Participant in respect of the Phantom Units, including the issuance of Units of the Partnership pursuant to this Paragraph 5, shall be settled in Units and for cash accruals credited under Paragraph 4 above, in cash, within 60 days following the vesting date, however, provided that any Phantom Units that vest on account of the Participant’s Approved Separation, Mandatory Retirement or Qualified Termination under Paragraphs 2(b)(ii), (iii) or (iv) shall be released and settled as provided herein, but according to the same payment timing resulting from the normal course vesting schedule set forth in Paragraph 2(a), and in such circumstance the Participant must only be in continuous Employment from the Grant Date to the applicable vesting event (i.e., the Participant’s Approved Separation, Mandatory Retirement or Qualified Termination is a vesting event and not a payment event). During the period of time between the Grant Date and the date the Phantom Units settle, the Phantom Units will be evidenced by a credit to a bookkeeping account evidencing the unfunded and unsecured right of the Participant to receive Units, subject to the terms and conditions applicable to the Phantom Units. Following vesting and upon the settlement date as described above, the Participant shall be entitled to receive a number of Units of the Partnership equal to the total of the number of Phantom Units granted, with any fractional Phantom Units remaining settled in

cash. Such Units shall be issued and registered in the name of the Participant. The Participant shall not have the right or be entitled to exercise any voting rights, receive distributions or have or be entitled to any rights as a Partnership unitholder in respect of the Phantom Units until such time as the Phantom Units have vested and been settled and corresponding Units of the Partnership have been issued. Notwithstanding the preceding sentence of this Paragraph 5, in the event of death, any Units that are otherwise deliverable under this Award (including Units resulting from the vesting of any Phantom Units on account of death) will be distributed to the correlated brokerage account (or the SPS Participant Trust if an international employee) and will be subject to the designated beneficiary on file and then in effect with the recordkeeper for such brokerage (or the SPS Participant Trust, where applicable), or in the absence of a designated beneficiary, to the executor or administrator of the estate.

6. Taxes. Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the Units otherwise deliverable to the Participant due to the vesting of Phantom Units pursuant to Paragraph 2, or from other compensation payable to the Participant, at the time of the vesting and delivery of such Units. Because the Participant is an employee of an Affiliate, and provides beneficial services to the Company and/or the Partnership through such employment with that Affiliate, such Affiliate as the employer of Participant shall be the designated representative for purposes of payroll administration of the Award and withholding of applicable taxes at the time of vesting.

7. Conditions Precedent.

This Paragraph 7 shall apply to this Award notwithstanding any other provision of this Award Agreement to the contrary. The Participant’s services to the Company, the Partnership and MPC and their Affiliates (the “Company Group”) are unique, extraordinary and essential to the business of the Company Group, particularly in view of the Participant’s access to the confidential information and trade secrets of members of the Company Group, such as, the Company, the Partnership and MPC. Accordingly, in consideration of this Award Agreement and by accepting this Award, the Participant agrees that in order to otherwise vest in any right to payment of Phantom Units under this Award, the Participant must satisfy the following conditions to and including the vesting date and the payment date for each applicable annual installment or other applicable portion of this Award:

(a) The Participant agrees that the Participant will not, without the prior written approval of the Board, at any time during the term of the Participant’s Employment and for a period of one year following the date on which the Participant’s Employment terminates (the “Restricted Period”), directly or indirectly, serve as an officer, director, owner, contractor, consultant, or employee of any the following organizations (or any of their respective subsidiaries or divisions): BP p.l.c., Chevron Corporation, CVR Energy, Inc, Delek US Holdings, Inc., ExxonMobil Corporation, HF Sinclair Corporation, PBF Energy Inc., Phillips 66, and Valero Energy Corporation, or otherwise engage in any business activity directly or indirectly competitive with the business of the any member of the Company Group as in effect from time to time.

employee, contractor or consultant, any individual who is currently engaged, or was engaged at any time during the six month period prior such event, as an employee, contractor or consultant of any member of the Company Group.

(d) The Participant agrees and understands that the members of the Company Group own and/or control information and material which is not generally available to third parties and which the members of the Company Group consider confidential, including, without limitation, methods, products, processes, customer lists, trade secrets and other information applicable to its business and that it may from time to time acquire, improve or produce additional methods, products, processes, customers lists, trade secrets and other information (collectively, the “Confidential Information”). The Participant acknowledges that each element of the Confidential Information constitutes a unique and valuable asset of the members of the Company Group, and that certain items of the Confidential Information have been acquired from third parties upon the express condition that such items would not be disclosed to all or certain members of the Company Group and the officers and agents thereof other than in the ordinary course of business. The Participant acknowledges that disclosure of the Confidential Information to and/or use by anyone other than in the Company, the Partnership’s, or MPC’s or other Company Group member’s ordinary course of business would result in irreparable and continuing damage to the Company, the Partnership and/or MPC and/or other members of the Company Group. Accordingly, the Participant agrees to hold the Confidential Information in the strictest secrecy, and covenants that, during the term of the Participant’s Employment or at any time thereafter, the Participant will not, without the prior written consent of the Board, directly or indirectly, allow any element of the Confidential Information to be disclosed, published or used, nor permit the Confidential Information to be discussed, published or used, either by the Participant or by any third parties, except in effecting the Participant’s duties for the Company, the Partnership and/or MPC and/or other Company Group members in the ordinary course of business; provided that this shall not preclude the Participant from disclosing Confidential Information pursuant to the reporting to the Company’s management or directors or to the government or a government agency or regulator (including the U.S. Securities and Exchange Commission) conduct the Participant believes to be in violation of the law (including any possible violation of a U.S. securities law) or the Company’s Code of Business Conduct or responding truthfully to questions or requests for information to a government agency or regulator (including the U.S. Securities and Exchange Commission) or in a court of law in connection with a legal or regulatory investigation or proceeding.

(e) The Participant agrees that in addition to the forfeiture and clawback provisions otherwise provided for in this Award Agreement, upon the Participant’s failure to satisfy in any respect of any of the conditions described in Paragraphs 7(a), (b), (c) or (d), any unvested or unpaid portion of this Award (including any otherwise vested, but unpaid portion of this Award) at the time of such failure shall be forfeited, and the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full, in each case to the extent permitted by applicable law.

8. Award Subject to Clawback Policy. This Award, and any Units delivered and any Distribution Equivalents paid under this Award, is subject to the MPLX LP Officer Compensation Clawback Policy, effective October 2, 2023, and as thereafter in effect from time to time (the “Clawback Policy”), including, but not limited to, forfeiture and other recoupment as may be determined and applied with respect to the Participant and the Award pursuant to the Clawback Policy. This Paragraph 8 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Company, the Partnership, MPC and other Company Group members with rights in addition to any other remedy which may exist in law or in equity. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, and to the extent not otherwise provided in the Clawback Policy, the Participant agrees that any of the Company, the Partnership, MPC or other Company Group members may also require that the Participant repay to any of the Company, the Partnership, MPC or other Company Group members any compensation paid to the Participant under this Award Agreement as required by any other “clawback” provisions under applicable law.

9. Nonassignability. Upon the Participant’s death, the Phantom Units credited to the Participant under this Award Agreement shall be transferred to the Participant’s designated beneficiary, personal representative or estate as provided in Paragraph 5. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Phantom Units, and any attempt to sell, transfer, assign, pledge or encumber any portion of the Phantom Units shall have no effect.

10. Nature of the Grant. Under this Award Agreement, the Participant is subject to condition that this Award of Phantom Units is voluntary and occasional and this Award Agreement does not create any contractual or other right to receive future Awards of Phantom Units, or benefits in lieu of Phantom Units even if Phantom Units have been awarded repeatedly in the past.

11. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Company or any Affiliate or successor, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

12. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant hereunder.

13. Specified Employee; Section 409A of the Code. This Award is intended to comply with or be exempt from the requirements of Section 409A of the Code. Notwithstanding the foregoing or any other provision of this Award to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code as determined by the Company in accordance with its established policy, any settlement of any amount in this Award Agreement which would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant as a result of the Participant’s separation from service as defined under Section 409A of the Code (other than as a result of death) and which would otherwise be paid within six months of the Participant’s separation from service shall be paid on the date that is one day after the earlier of (i) the date that is six months after the Participant’s separation from service or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. In addition, notwithstanding any provision of the Plan or this Award Agreement to the contrary, any settlement of the Phantom Units granted in this Award Agreement that would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant and is a settlement as a result of the Participant’s separation from service in connection with a Change in Control, the term “Change in Control” under the Plan shall mean a change in ownership or change in effective control for purposes of Section 409A of the Code. The payment of each amount under this Award Agreement is deemed as a “separate payment” for purposes of Section 409A of the Code. For all purposes under this Award, “termination of Employment” and similar terms shall mean “separation from service” as defined and determined under Section 409A of the Code.

14. Definitions. For purposes of this Award Agreement:

“Approved Separation” means termination of Employment on or after the date the Participant has attained age 55 and completed five years of Employment, provided, that, the termination of Employment occurs no earlier than the later of: (a) the six month anniversary of the Grant Date; and (b) 90 days after the Participant has provided notice to the Committee or its delegate of the date of his or her termination of Employment. The Committee may, in its sole discretion, waive the notice requirement under clause (b) of the preceding sentence if the Participant is an Employee under its purview for the grant and administration of the Award, and the Chief Executive Officer of MPC may, in his or her sole discretion, waive the notice requirement under clause (b) of the preceding sentence if the Participant is an Employee not under the Committee’s purview for the grant and administration of the Award.

“Employment” means employment with the Company or any of its subsidiaries or Affiliates including but not limited to MPC and its subsidiaries and Affiliates. The length of any period of Employment shall be determined by the Company or the subsidiary or Affiliate that either (a) employs the Participant or (b) employed the Participant immediately prior to the Participant’s termination of Employment.

“Mandatory Retirement” means termination of Employment as a result of the Company’s or an Affiliate’s policy, if any, in effect at the time of the Grant Date, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone.

“MPC” means Marathon Petroleum Corporation or its successor.

“Qualified Termination” for purposes of this Award Agreement shall have the same definition as under the MPLX LP Senior Leader Change in Control Severance Benefits Plan, as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference.


						MPLX GP LLC

						By:
									Authorized Officer

Exhibit 10.6

MARATHON PETROLEUM CORPORATION

PERFORMANCE SHARE UNIT AWARD AGREEMENT

2025 – 2027 PERFORMANCE PERIOD

MICHAEL J. HENNIGAN

2. Forfeiture of Performance Share Units if Award Not Timely Accepted. This Award is conditioned upon and subject to the Participant accepting the Award by signing and delivering to the Company this Award Agreement, or otherwise electronically accepting the Award in such manner as the Committee may in its discretion determine, no later than 11 months after the Grant Date. If the Participant does not timely accept this Award, all Performance Share Units subject to this Award shall be forfeited to the Company. In the event of the Participant’s death or incapacitation prior to accepting the Award, the Company shall deem the Award as being accepted by the Participant. By accepting this Award, the Participant agrees to all of the terms and conditions of this Award, and consents to be bound by the terms of the Clawback Policy defined in Paragraph 10 to the extent applicable to the Participant under such policy.

3. Determination of Payout Percentage. The Payout Percentage will be determined as follows:


TSR Performance Percentile			Payout Percentage
Ranked below 30th percentile			0%
Ranked at 30th percentile			50%
Ranked at 50th percentile			100%
Ranked at the 100th percentile			200%


Relative Change in FCF Per Share			Payout Percentage
Ranked below 30th percentile			0%
Ranked at 30th percentile			50%
Ranked at 50th percentile			100%
Ranked at the 100th percentile			200%

Notwithstanding anything in this Award Agreement to the contrary, if the Company’s TSR calculated for the Performance Period is negative, then the Payout Percentage under this Paragraph 3(b) shall not exceed 100% regardless of the Relative Change in FCF Per Share result.

4. Vesting and Payment of Performance Share Units. Unless the Participant’s right to the Performance Share Units is previously forfeited or vested and payable in accordance with Paragraphs 5, 6, 7, or 8 the Participant shall vest in the Performance Share Units on the Performance Period End Date, provided the Participant has been in continuous Employment from the Grant Date to and including the Performance Period End Date, and the Participant shall be entitled to receive a payment equal to the Payout Value. The Payout Value shall be paid in cash as soon as administratively feasible following the Committee’s determination under Paragraph 3 and, in any event, between January 1 and April 15 immediately following the end of the Performance Period. If, in accordance with the Committee’s determination under Paragraph 3, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Share Units. Upon the vesting and/or forfeiture of the Performance Share Units pursuant to this Paragraph 4 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full. Notwithstanding the preceding

5. Termination of Employment. Except as provided in Paragraphs 6, 7, or 8, if the Participant’s Employment terminates prior to the Performance Period End Date, the Participant’s right to the Performance Share Units shall be forfeited in its entirety as of the date of such termination, and the rights of the Participant and the obligations of the Company under this Award Agreement shall be terminated.

9. Conditions Precedent. This Paragraph 9 shall apply to this Award notwithstanding any other provision of this Award Agreement to the contrary. The Participant’s services to the Company and its Subsidiaries are unique, extraordinary and essential to the business of the Company and its Subsidiaries, particularly in view of the Participant’s access to the Company’s or its Subsidiaries’ confidential information and trade secrets. Accordingly, in consideration of this Award Agreement and by accepting this Award, the Participant agrees that in order to otherwise vest in any right to payment of Performance Share Units under this Award, the Participant must satisfy the following conditions to and including the vesting date under this Award:

subsidiaries or divisions): BP p.l.c., Chevron Corporation, CVR Energy, Inc, Delek US Holdings, Inc., ExxonMobil Corporation, HF Sinclair Corporation, PBF Energy Inc., Phillips 66, and Valero Energy Corporation, or otherwise engage in any business activity directly or indirectly competitive with the business of the Company or any of its Subsidiaries as in effect from time to time.

disclosing Confidential Information pursuant to the reporting to the Company’s management or directors or to the government or a government agency or regulator (including the U.S. Securities and Exchange Commission) conduct the Participant believes to be in violation of the law (including any possible violation of a U.S. securities law) or the Company’s Code of Business Conduct or responding truthfully to questions or requests for information to a government agency or regulator (including the U.S. Securities and Exchange Commission) or in a court of law in connection with a legal or regulatory investigation or proceeding.

(e) The Participant agrees that in addition to the forfeiture provisions otherwise provided for in this Award Agreement, upon the Participant’s failure to satisfy in any respect of any of the conditions described in Paragraphs 9(a), (b), (c) or (d), any unvested or unpaid portion of this Award (including any otherwise vested, but unpaid portion of this Award) at the time of such failure shall be forfeited, and the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full, in each case to the extent permitted by applicable law.

10. Award Subject to Clawback Policy. This Award, and any Performance Share Units vested and any Payout Value paid under this Award, is subject to the Marathon Petroleum Corporation Officer Compensation Clawback Policy, effective October 2, 2023, and as thereafter in effect from time to time (the “Clawback Policy”), including, but not limited to, forfeiture and other recoupment as may be determined and applied with respect to the Participant and the Award pursuant to the Clawback Policy. This Paragraph 10 shall apply notwithstanding any provision of this Award Agreement to the contrary and is meant to provide the Company with rights in addition to any other remedy which may exist in law or in equity. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, and to the extent not otherwise provided in the Clawback Policy, the Participant agrees that the Company may also require that the Participant repay to the Company any compensation paid to the Participant under this Award Agreement as required by any other “clawback” provisions under applicable law.

11. Taxes. Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the cash otherwise payable to the Participant, or from other compensation payable to the Participant (to the extent consistent with Section 409A of the Code), at the time of the vesting and delivery of such cash payment.

12. Nonassignability. Upon the Participant’s death, the Performance Share Units under this Award Agreement shall be transferred to the Participant’s designated beneficiary, personal representative or estate as provided in Paragraph 4. Otherwise, the Participant may not sell, transfer, assign, pledge or otherwise encumber any portion of the Performance Share Units, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Performance Share Units shall have no effect.

13. No Employment Guaranteed. Nothing in this Award Agreement shall give the Participant any rights to (or impose any obligations for) continued Employment by the Company or any affiliate thereof or successor thereto, nor shall it give such entities any rights (or impose any obligations) with respect to continued performance of duties by the Participant.

14. Modification of Agreement. Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company, provided that no modification may, without the consent of the Participant, adversely affect the rights of the Participant hereunder.

15. Specified Employee; Section 409A of the Code. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code as determined by the Company in accordance with its established policy, any settlement of any amount described in this Award Agreement which would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant as a result of the Participant’s “separation from service” as defined under Section 409A of the Code (other than as a result of death) and which would otherwise be paid within six months of the Participant’s separation from service shall be paid on the date that is one day after the earlier of (i) the date that is six months after the Participant’s separation from service or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. The payment of each amount under this Award Agreement is deemed as a “separate payment” for purposes of Section 409A of the Code. For all purposes under this Award, “termination of Employment” and similar terms shall mean “separation from service” as defined and determined under Section 409A of the Code.

16. Definitions. For purposes of this Award Agreement:

N.V., McKesson Corporation, Phillips 66, PPG Industries, Inc., RTX Corporation, United Parcel Service, Inc., and Valero Energy Corporation.