Marathon Petroleum (MPC) 10-K risk factor changes: FY2021 vs FY2020

Our business, financial condition, results of operations and cash flows could be materially and adversely affected by these risks, and, as a result, the trading price of our common stock could [removed: decline.*][added: decline.]

The COVID-19 pandemic [removed: resulted in a significant decrease in demand for the petroleum products that we manufacture, sell, transport and store, which] has had, and may continue to have, a material and adverse effect on our business and on general economic, financial and business conditions.

[removed: In each quarter of 2020, these] [added: Those significant] variations required us to record either inventory valuation charges or benefits to reflect the valuation of our inventories at the lower of cost or market.

[removed: Depending on future movements of refined product prices, future] [added: Future] inventory valuation adjustments could have a negative or positive effect on our financial performance.

A [removed: prolonged] [added: continued] period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined petroleum products, could [removed: continue to] have significant and adverse consequences for our financial condition and the financial condition of our customers, suppliers and other counterparties, and [added: could diminish our liquidity, trigger additional impairments and negatively affect our ability to obtain adequate crude oil volumes and to market certain of our products at favorable prices, or at all.]

Our margins from the sale of gasoline and other refined products are influenced by a number of conditions, including the price of crude [removed: oil.][added: oil and other feedstocks.]

The [removed: price] [added: prices] of [removed: crude oil] [added: feedstocks] and the [removed: price] [added: prices] at which we can sell our refined products [removed: may] fluctuate independently due to a variety of regional and global market factors that are beyond our control, including:

- worldwide and domestic supplies of and demand for [removed: crude oil] [added: feedstocks] and refined products;

- [removed: transportation infrastructure availability, local market conditions and] operation levels of other refineries in our markets;

- natural gas and electricity supply [removed: costs incurred by refineries;][added: costs;]

- political instability, threatened or actual terrorist incidents, armed conflict or other global political [added: or economic] conditions;

- local weather conditions; [added: and]

We [added: generally] purchase our [removed: crude oil and other refinery] feedstocks weeks before we refine them and sell the refined products.

Legal, technological, political and scientific developments regarding [removed: emissions and] [added: emissions,] fuel efficiency [added: and alternative fuel vehicles] may decrease demand for [added: petroleum-based] transportation fuels.

Developments aimed at reducing [removed: greenhouse gas emissions or] [added: vehicle emissions,] increasing vehicle efficiency [added: or reducing the sale of new petroleum-fueled vehicles] may decrease the demand [removed: or] [added: and may] increase the cost for our transportation fuels.

The final rule [removed: increases] [added: increased] the stringency of CAFE and CO2 emission standards by 1.5 percent each year from model years 2021 through 2026.

In [removed: addition,] [added: 2020,] California’s governor issued an executive order requiring [removed: sales of] all new passenger vehicles [added: sold] in the state be zero-emission by 2035.

[removed: These developments] [added: Any of such results] could have a material [removed: and] adverse effect on our [added: reputation,] business, financial condition, results of operations and cash flows.

Our operations are subject to business interruptions and casualty [removed: losses, which could materially and adversely affect our operations, financial condition, results of operations and cash flows.][added: losses.]

[removed: Explosions, fires, refinery or pipeline releases, product quality or other] [added: These types of] incidents [added: adversely affect our operations and] may result in serious personal injury or loss of human life, significant damage to property and equipment, [added: impaired ability to manufacture our products,] environmental pollution, [removed: impairment of operations] and substantial [removed: losses to us.][added: losses.]

For assets located near populated areas, the level of damage resulting from [removed: these risks] [added: such an incident] could be greater.

[removed: MPLX operates a fleet of boats and barges to] transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks to and from refineries and terminals owned by MPC.

We are [removed: heavily] [added: increasingly] dependent on our information technology systems [removed: (and] [added: and] those of our third-party business [removed: partners, whether cloud-based or hosted on proprietary servers), including our network infrastructure] [added: partners] and [removed: cloud applications,] [added: service providers] for the safe and effective operation of our business.

We rely on such systems to process, transmit and store electronic information, including financial records and personally identifiable information such as employee, [removed: customer, investor] [added: customer] and [removed: payroll] [added: investor] data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, [removed: retail sales,] credit card payments and authorizations at [added: certain of] our [added: customers’] retail outlets, financial transactions, banking and numerous other processes and transactions.

Our cybersecurity [removed: protections,] [added: and] infrastructure protection technologies, disaster recovery plans and [added: systems,] employee training [added: and vendor risk management] may not be sufficient to defend us against all unauthorized attempts to access our [removed: information.][added: information or impact our systems.]

[removed: Any cybersecurity incident] [added: Cybersecurity events] involving our information technology systems or those of our third-party business partners [removed: could] [added: and service providers can] result in theft, destruction, loss, misappropriation or release of confidential financial [removed: and other] data, [added: regulated personally identifiable information,] intellectual [removed: property, customer awards or loyalty points;] [added: property and other information;] give rise to remediation or other expenses; [removed: expose us to liability under federal] [added: result in litigation, claims] and [removed: state laws;] [added: increased regulatory review or scrutiny;] reduce our customers’ willingness to do business with us; disrupt [added: our operations and] the services we provide to customers; and subject us to litigation and legal liability under [added: international, U.S.] federal and state laws.

[removed: Any] [added: Together, these trends and developments have had and are expected to continue to have an adverse effect on sales] of [removed: such results] [added: our petroleum-based transportation fuels, which in turn] could have a material and adverse effect on our [removed: reputation,] business, financial condition, results of operations and cash flows.

[removed: For example, competitors] [added: Competitors] that [removed: engage in exploration and production of] [added: produce] crude oil [removed: may be] [added: are at times] better positioned to withstand periods of depressed refining margins or feedstock shortages.

[removed: Our competitors include] [added: The independent entrepreneurs who operate primarily Marathon-branded] outlets [added: and the direct dealer locations we supply compete with other convenience store chains, outlets] owned or operated by [removed: fully] integrated major oil companies or their dealers or jobbers, and other well-recognized national or regional retail outlets, often selling transportation fuels and merchandise at very competitive prices.

In addition to our own operational risks, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines, railways or vessels to transport crude oil or refined products is disrupted [added: or limited] because of weather events, accidents, governmental regulations or third-party actions.

A prolonged interruption, material reduction or cessation of service of such a pipeline or railway, whether due to private party or governmental action or other reason, or any other prolonged disruption of the ability of the trucks, pipelines, railways or vessels to transport crude oil or refined products to or from one or more of our refineries, [removed: could have a material adverse effect on our business, financial condition, results of operations and cash flows.][added: can adversely affect us.]

Decreases in energy prices can [removed: decrease] [added: lead to decreases in] drilling activity, production rates and investments by third parties in the development of new oil and natural gas reserves.

Sustained periods of low prices [removed: could] [added: can] result in producers deciding to limit their oil and gas drilling operations, which [removed: could] [added: can] substantially delay the production and delivery of volumes of oil, natural gas and NGLs to MPLX’s facilities and adversely affect their revenues and cash available for distribution to us.

Our facilities are subject to [removed: potential] acute physical risks, such as floods, hurricane-force winds, wildfires and [removed: snowstorms,] [added: winter storms,] and [removed: potential] chronic physical risks, such as sea-level rise or water shortages.

We operate and sell some of our products outside the United [removed: States, particularly in Mexico, South America and Asia.][added: States.]

Our business, financial condition, results of operations and cash flows could be negatively impacted by disruptions in any of these markets, including economic instability, restrictions on the transfer of funds, duties and tariffs, transportation delays, difficulty in enforcing contractual provisions, import and export controls, changes in governmental policies, [removed: labor] [added: political and social] unrest, security issues involving key personnel and changing regulatory and political environments.

[removed: Global] [added: Future] outbreaks of infectious [removed: diseases, such as the current COVID-19 pandemic,] [added: diseases] could affect demand for refined products and economic conditions [removed: generally.][added: generally, as the COVID-19 pandemic has done over the last two years.]

In addition, [removed: if] [added: the deterioration of] trade [removed: relationships deteriorate with these countries, if] [added: relationships, modification or termination of] existing trade [removed: agreements are modified or terminated, if] [added: agreements, imposition of] new economic sanctions [removed: relevant to such jurisdictions are passed] [added: against Russia] or [removed: if] [added: other countries and the effects of potential responsive countermeasures, or increased] taxes, border adjustments or tariffs [added: can] make [removed: trading with these countries] [added: international business operations] more costly, [removed: it could] [added: which can] have a material adverse effect on our business, financial condition, results of operations and cash flows.

Hostilities in the Middle [removed: East] [added: East, Russia] or [added: elsewhere or] the occurrence or threat of future terrorist attacks could adversely affect the economies of the U.S. and other [removed: developed] countries.

[removed: A lower level] [added: Lower levels] of economic activity [removed: could] [added: often] result in a decline in energy consumption, which [removed: could] [added: may] cause our revenues and margins to decline and limit our future growth prospects.

We have in the past been adversely affected by certain of, and may in the future be affected by, these risks.

You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.*

The COVID-19 pandemic and existing COVID-19 mitigation measures continue to have adverse effects on global travel and economic activity and, consequently, demand for the petroleum products that we manufacture, sell, transport and store.

Significant uncertainty remains as to the extent to which further resurgences in the virus, the emergence of new variants and waning vaccine effectiveness may spur future actions by individuals, governments and the private sector to stem the spread of the virus.

Refinery utilization rates and refined product demand—particularly with respect to jet fuel—remain below historical levels.

The extent to which the COVID-19 pandemic continues to impact global economic conditions, our business and the business of our customers, suppliers and other counterparties, will depend largely on future developments that remain uncertain and cannot be predicted, such as the length and severity of the pandemic; the social, economic and epidemiological effects of COVID-19 mitigation measures; the extent to which individuals acquire and retain immunity; emerging virus variants and how those new variants of the disease affect the human body; and general economic conditions.

New or additional mitigation measures required by national, state or local governments, such as vaccine or testing mandates, may result in increased operating costs, increased employee attrition and difficulty in securing future workforce needs, and may adversely affect discretionary and business travel.

Additionally, the continuation of the pandemic could precipitate or aggravate the other risks identified in this Form 10-K, which in turn could further materially and adversely affect our business, financial condition and results of operations, including in ways not currently known or considered by us to present significant risks.

We may be negatively impacted by inflation.

Increases in inflation may have an adverse effect on us.

Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies.

Continuing increases in inflation could impact the commodity markets generally, the overall demand for our products, our costs for feedstocks, labor, material and services and the margins we are able to realize on our products and services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows.

Inflation may also result in higher interest rates, which in turn would result in higher interest expense related to our variable rate indebtedness and any borrowings we undertake to refinance existing fixed rate indebtedness.

- transportation infrastructure cost and availability;

- the development by competitors of new refining or renewable conversion capacity;

- the occurrence of other risks described herein.

Other jurisdictions have issued or considered issuing similar mandates, and we expect this trend will continue.

Moreover, consumer acceptance and market penetration of electric, hybrid and alternative fuel vehicles continues to increase.

In 2021, several automobile manufacturers jointly announced their shared goal that 40-50% of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030.

Other automobile manufacturers have similar, or more aggressive, goals with respect to vehicle electrification.

MPLX operates a fleet of boats and barges to

We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers.

Our systems (and those of our third-party business partners and service providers) are subject to numerous and evolving cybersecurity threats and attacks, including ransomware and other malware, and phishing and social engineering schemes, which can compromise our ability to operate, and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.

These and other cybersecurity threats may originate with criminal attackers, state-sponsored actors or employee error or malfeasance.

Because the techniques used to obtain unauthorized access, or to disable or degrade systems continuously evolve and have become increasingly complex and sophisticated, and can remain undetected for a period of time despite efforts to detect and respond in a timely manner, we (and our third-party business partners and service providers) are subject to the risk of cyberattacks.

We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events of varying degrees.

The availability and cost of renewable identification numbers could have an adverse effect on our financial condition and results of operations.

Pursuant to the Energy Policy Act of 2005 and the EISA, Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.

A Renewable Identification Number (“RIN”) is assigned to each gallon of renewable fuel produced in, or imported into, the United States.

As a producer of petroleum-based motor fuels, we are obligated to blend renewable fuels into the products we produce at a rate that is at least commensurate to EPA’s quota and, to the extent we do not, we must purchase RINs in the open market to satisfy our obligation under the RFS program.

We are exposed to the volatility in the market price of RINs.

We cannot predict the future prices of RINs.

RINs prices are dependent upon a variety of factors, including EPA regulations, the availability of RINs for purchase, and levels of transportation fuels produced, which can vary significantly from quarter to quarter.

Additionally, the status of EPA RFS exemptions may impact the price of RINs.

EPAs policy on granting certain RFS exemptions has changed under the Biden administration, and some previously granted exemptions have been the subject of legal proceedings that may ultimately result in the reversal of past exemptions.

EPA’s reversal of exemptions previously granted to us or other refiners could result in a decrease in the RIN bank, an increase in the price of RINs or an increase in the amount of renewable fuel we are required to blend, any of which could increase MPC’s RFS cost of compliance.

There is currently no regulatory method for verifying the validity of most RINs sold on the open market.

We have developed a RIN integrity program to vet the RINs that we purchase, and we incur costs to audit RIN generators.

Nevertheless, if any of the RINs that we purchase and use for compliance are found to be invalid, we could incur costs and penalties for replacing the invalid RINs.

See Item 1.

The COVID-19 pandemic continues to negatively impact worldwide economic and commercial activity.

Travel restrictions, business and school closures, increased remote work, stay-at-home orders and other actions taken by individuals, governments and the private sector to stem the spread of the virus have significantly reduced global economic activity, significantly reduced demand for the petroleum products that we manufacture, sell, transport and store, and contributed to increased market and oil price volatility.

Our refinery utilization and operating margins and other aspects of our business have been adversely impacted by these developments.

Resurgences in COVID-19 infections could result in the imposition of new stay-at-home orders or other restrictions to slow the spread of the virus, which could further weaken demand for the petroleum products we manufacture, sell, transport and store, and could contribute to increased market and oil price volatility.

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could diminish our liquidity, trigger additional impairments and negatively affect our ability to obtain adequate crude oil volumes and to market certain of our products at favorable prices, or at all.

The ultimate extent to which COVID-19 will continue to negatively affect us and our customers, suppliers and other counterparties will depend largely on the length and severity of the pandemic; actions taken by individuals, governments and the private sector to stem the spread of the virus; general economic conditions; and the availability and widespread distribution and use of safe and effective vaccines, all of which cannot be predicted with certainty.

- seasonality of demand in our marketing areas due to increased highway traffic in the spring and summer months;

- natural disasters such as hurricanes and tornadoes;

- domestic and foreign governmental regulations and taxes; and

- local, regional, national and worldwide economic conditions.

The rule has been challenged in court and could be revised by the Biden Administration through notice and comment rulemaking.

Other states have, or may issue, zero-emission

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vehicle mandates.

Future developments involving climate change and environmental laws and regulations may require heightened fuel efficiency standards.

Government efforts to steer the public toward non-petroleum-based fuel dependent modes of transportation may foster a negative perception toward transportation fuels or increase costs for our products.

New technologies that increase fuel efficiency or offer alternative vehicle power sources and the proliferation of alternative-fuel vehicles (i.e., vehicles that do not use petroleum-based transportation fuels or that are powered by hybrid engines) may result in decreased demand for petroleum-based transportation fuel.

The inability to operate one or more of our facilities due to any of these events could significantly impair our ability to manufacture our products.

We rely on the performance of our information technology systems, and the interruption or failure of any information technology system, including an interruption or failure due to a cybersecurity breach, could have an adverse effect on our business, financial condition, results of operations and cash flows.

Our systems and infrastructure are subject to damage or interruption from a number of potential sources including natural disasters, malware, power failures, cyber-attacks and other events.

We also face various other cybersecurity threats from criminal hackers and employee malfeasance, including threats to gain unauthorized access to our computer network and systems or render data or systems unusable.

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We have been and may in the future be subject to attempts to gain unauthorized access to our computer network and systems.

Competition in our industry is intense, and very aggressive competition could adversely impact our business.

We compete with a broad range of refining and marketing companies, including certain multinational oil companies.

Competitors with integrated operations with exploration and production resources and broader access to resources may be better able to withstand volatile market conditions and to bear the risks inherent in the refining industry.

We have agreed to sell Speedway to 7-Eleven.

Nevertheless, pending closing of the Speedway sale, which remains subject to customary closing conditions and the receipt of regulatory approvals, we still face strong competition in the market for the retail sale of transportation fuels and merchandise.

These retailers may use promotional pricing or discounts, both at the pump and in the store, to encourage in-store merchandise sales, which could in turn pressure us to offer similar discounts.

Additionally, the loss of market share by our convenience stores to these and other retailers relating to either transportation fuels or merchandise could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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If any such events were to occur, they could have an adverse effect on our assets and operations.

For example, the Foreign Corrupt Practices Act and similar laws and regulations prohibit improper payments to foreign officials for the purpose of obtaining or retaining business or gaining any business advantage.

Our compliance policies and programs mandate

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compliance with all applicable anti-corruption laws but may not be completely effective in ensuring our compliance.

Terrorist attacks aimed at our facilities or that impact our customers or the markets we serve could adversely affect our business.

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The planned Speedway sale could be a factor causing or contributing to a future determination by one or more of the rating agencies to lower our credit rating.

Risk [removed: Factors,] [added: Factors and] Item [removed: 6.][added: 8.]

We are committed to achieving operational excellence by reducing costs, improving efficiency, [removed: and] driving operational [removed: improvements.][added: improvements and being disciplined in capital allocation.]

In connection with [removed: these three strategic short-term priorities,] [added: our commitment to lower cost and strengthen the competitive position of our assets,] in the third quarter of [removed: 2020] [added: 2020,] we announced strategic actions to lay a foundation for long-term success, including plans to optimize our assets and structurally lower costs in 2021 and beyond.

The timing and amount of future [removed: repurchases] [added: repurchases, if any,] will depend upon several factors, including market and business [removed: conditions.][added: conditions, and such repurchases may be suspended or discontinued at any time.]

Many uncertainties remain with respect to COVID-19, [removed: including its resulting economic effects,] and we are unable to predict the ultimate economic impacts from COVID-19 and how quickly [removed: national] [added: the U.S. and] economies [added: around the world] can recover once the pandemic ultimately subsides.

However, the adverse impact of the economic effects on MPC [removed: has] [added: have] been and [removed: will likely] [added: may] continue to be significant.

[removed: Other Strategic] [added: Strategic] Updates

The Dickinson, North Dakota, renewable fuels facility began [removed: ramping] operations at the end of 2020 and [removed: is on-track to reach] [added: reached] full [removed: production by the end of] [added: design operating capacity in] the [removed: first] [added: second] quarter of 2021.

[removed: At full capacity, the] [added: The] facility [removed: is expected] [added: has the capacity] to produce 184 million gallons per year of renewable diesel from corn [removed: and] [added: oil,] soybean [removed: oil.][added: oil, fats, and greases.]

As envisioned, the Martinez facility would start producing approximately 260 million gallons per year of renewable diesel by the second half of 2022, with [removed: a potential to build to full capacity of approximately 730 million gallons per year by the end of] [added: pretreatment capabilities coming online in] 2023.

The [removed: repurchase] authorization has no expiration date.

During the year ended December 31, [removed: 2020, 1,473,843] [added: 2021,] MPLX [added: repurchased 23 million] common units [removed: were repurchased] at an average cost per unit of [removed: $22.29.][added: $27.52 and paid $630 million of cash.]

Select results for continuing operations for [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are reflected in the following table.

| *(In millions)* | | | | | | [added: | | | 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| [removed: Income] [added: Income] (loss) from continuing operations [removed: by segment] | | | | | | [added: 4,300] | | | | | | [added: (12,247)] | | |

| Refining & Marketing(a) | | | | | | $ | [removed: (5,189)] [added: 1,016] | | | | | $ | [removed: 2,856] [added: (5,189)] | |

| Midstream | | | | | | [removed: 3,708] [added: 4,061] | | | | | | [removed: 3,594] [added: 3,708] | | |

| [removed: Corporate(b)] [added: Corporate(a)] | | | | | | [added: $ | (696) | | | | | $ |] (800) | | | | | [added: $] | (833) | | [removed: |]

| Restructuring [removed: expense(d)] [added: expense] | | | | | | [added: — | | | | | |] (367) | | | | | | — | | |

| Litigation | | | | | | [removed: 84] [added: —] | | | | | | [removed: (22)] [added: 84] | | |

| Gain on sale of assets | | | | | | [removed: 66] [added: —] | | | | | | [removed: —] [added: 66] | | |

| Transaction-related [removed: costs(e)] [added: costs(a)] | | | | | | [added: — | | | | | |] (8) | | | | | | (153) | | |

| Equity method investment restructuring [removed: gains(c)] [added: gains] | | | | | | — | | | | | | [added: — | | | | | |] 259 | | |

| [removed: Income] [added: Income] (loss) from continuing [removed: operations] [added: operations] | | | | | | [added: 4,300 | | | | | |] (12,247) | | | | | | [added: 16,547 | | | | | |] 4,462 | | | [added: | | | (16,709) | | |]

| Net interest and other financial costs | | | | | | [removed: 1,365] [added: 1,483] | | | | | | [removed: 1,229] [added: 1,365] | | |

| [removed: Income] [added: Income] (loss) from continuing operations before income [removed: taxes] [added: taxes] | | | | | | [removed: (13,612)] [added: 2,817] | | | | | | [removed: 3,233] [added: (13,612)] | | |

| Provision (benefit) for income taxes on continuing operations | | | | | | [removed: (2,430)] [added: 264] | | | | | | [removed: 784] [added: (2,430)] | | |

| [removed: Income] [added: Income] (loss) from continuing operations, net of [removed: tax] [added: tax] | | | | | | $ | [removed: (11,182)] [added: 2,553] | | | | | $ | [removed: 2,449] [added: (11,182)] | |

[removed: (c)2020 reflects] [added: 2020 includes] impairments of goodwill, equity method investments and long-lived assets.

[removed: (d)2020] [added: (c)2020] restructuring [removed: expense] [added: expenses] include $195 million for exit costs related to the Martinez and Gallup refineries and $172 million of employee separation costs.

[removed: (e)2020] [added: (a)2020] and 2019 include costs incurred in connection with the Midstream strategic review and other related efforts.

| *(In millions)* | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| [removed: Income] [added: Income] from discontinued [removed: operations] [added: operations] | | | | | | [added: 12,249] | | | | | | [added: 1,587] | | |

| [removed: Speedway(a)] [added: Speedway] | | | | | | $ | [removed: 1,701] [added: 613] | | | | | $ | [removed: 1,121] [added: 1,701] | |

| Transaction-related [removed: costs(b)] [added: costs(a)] | | | | | | [removed: (114)] [added: (46)] | | | | | | [removed: (7)] [added: (114)] | | |

| [removed: Income] [added: Income] from discontinued [removed: operations] [added: operations before income taxes] | | | | | | [removed: 1,587] [added: 12,243] | | | | | | [removed: 1,114] [added: 1,567] | | |

| Net interest and other financial costs | | | | | | [removed: 20] [added: 6] | | | | | | [removed: 18] [added: 20] | | |

| Provision for income taxes on discontinued operations | | | | | | [removed: 362] [added: 3,795] | | | | | | [removed: 290] [added: 362] | | |

| [removed: Income] [added: Income] from discontinued operations, net of [removed: tax] [added: tax] | | | | | | $ | [removed: 1,205] [added: 8,448] | | | | | $ | [removed: 806] [added: 1,205] | |

[removed: (b)Costs] [added: (a)Costs] related to the Speedway separation.

For the twelve months ended December 31, 2021, we continued to see recovery in the environment in which our business operates, albeit in some markets and regions more or less than others.

The increased availability of vaccinations and the reductions in travel and business restrictions appeared to drive increased economic activity, including the opening of many businesses and schools, as well as more in-person interaction broadly.

Demand for gasoline and distillates, excluding jet fuel, have returned to near 2019 pre-pandemic levels.

Permanent remote work and teleconferencing arrangements may continue to impact demand for our refined products.

While we have seen improved results through 2021, we are unable to predict the potential effects that further resurgences of COVID-19 may have on our financial position and results.

In response to this business environment, we continue to focus on the following priorities for our business:

A near-term focus has been securing advantaged renewable feedstocks as we continue to advance our renewable fuels production capabilities.

This includes exploring joint venture opportunities and strategic alliances within the renewable fuels value chain.

Continued Capital Discipline and Focus on Low-Cost Culture

This means lowering our costs in all aspects of our business and challenging ourselves to be disciplined in every dollar we spend across our organization.

We look to optimize our portfolio of investment opportunities to ensure efficient deployment of capital focusing on projects with the highest returns.

Our results for the year ended December 31, 2021 reflect the favorable effects from these cost reduction actions.

Commitment to Sustainability

Our approach to sustainability spans the environmental, social and governance dimensions of our business.

That means strengthening resiliency by lowering the carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders.

Specifically, we established a 2030 target to reduce our absolute Scope 3 - Category 11 GHG emissions by 15% below 2019 levels.

Additionally, MPLX established a new 2030 target to reduce methane emissions intensity by 75% below 2016 levels.

The reduction target applies to MPLX’s natural gas gathering and processing operations and represents an expansion of the existing 2025 target, established in 2020, to reduce methane emissions intensity by 50% below 2016 levels.

On February 2, 2022, we announced our board of directors approved an incremental $5.0 billion share repurchase authorization.

As of December 31, 2021, MPC had $5.27 billion remaining under its share repurchase authorizations prior to this additional authorization.

On December 14, 2021, we finalized the formation of a joint venture with Archer-Daniels-Midland Company (“ADM”) for the production of soybean oil to supply rapidly growing demand for renewable diesel fuel.

The joint venture, which is named Green Bison Soy Processing, LLC, will own and operate a soybean processing complex in Spiritwood, North Dakota, with ADM owning 75 percent of the joint venture and MPC owning 25 percent.

When complete in 2023, the Spiritwood facility will source and process local soybeans and supply the resulting soybean oil exclusively to MPC.

The Spiritwood complex is expected to produce approximately 600 million pounds of refined soybean oil annually, enough feedstock for approximately 75 million gallons of renewable diesel per year.

On May 14, 2021, we completed the sale of Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven for cash proceeds of $21.38 billion.

This transaction resulted in a pretax gain of $11.68 billion ($8.02 billion after income taxes) after deducting the book value of the net assets and certain other adjustments.

In connection with the Speedway sale, our board of directors approved an additional $7.1 billion share repurchase authorization bringing total share repurchase authorizations to $10.0 billion prior to the June tender offer discussed below.

- During 2021, including the modified Dutch auction tender offer discussed below, MPC repurchased approximately 76 million shares of its common stock and paid approximately $4.65 billion of cash, with an additional $85 million of cash paid in the first quarter of 2022 in connection with the settlement of certain late December repurchases.

- During the second quarter of 2021, MPC completed a modified Dutch auction tender offer, purchasing 15,573,365 shares of its common stock at a purchase price of $63.00 per share, for an aggregate purchase price of approximately $981 million, excluding fees and expenses related to the tender offer.

During 2021, we reduced debt through the following actions:

- On December 2, 2021, all of the $1.25 billion outstanding aggregate principal amount of MPC's 4.5% senior notes due May 2023 and the $850 million outstanding aggregate principal amount of MPC’s 4.75% senior notes due December 2023, including the portion of such notes for which Andeavor LLC was the obligor, were redeemed at a price equal to par, plus a make-whole premium calculated in accordance with the terms of the senior notes and accrued and unpaid interest to, but not including, the redemption date.

MPC funded the redemption amount with cash on hand.

- In June 2021,we redeemed all of the $300 million outstanding aggregate principal amount of MPC’s 5.125% senior notes due April 2024 at a price equal to 100.854% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date.

- In May 2021, we repaid all outstanding commercial paper borrowings, which, along with cash, had been used to finance the fourth quarter 2020 repayments of two series of MPC’s senior notes in the aggregate total principal amount of $1.13 billion.

- On March 1, 2021, we repaid the $1 billion outstanding aggregate principal amount of MPC’s 5.125% senior notes due March 2021.

Converting the Martinez facility from refining petroleum to manufacturing renewable fuels signals our strong commitment to producing a substantial level of lower carbon-intensity fuels in California.

The facility is expected to be capable of producing approximately 730 million gallons per year by the end of 2023.

The produced renewable diesel generates federal RINs and LCFS credits when sold in California or similar markets.

These instruments are used to help meet our Renewable Fuel Standard and LCFS compliance obligations as a petroleum fuel producer.

Effective Tax Rate

Selected Financial Data and Item 8.

The outbreak of COVID-19 and its development into a pandemic in March 2020 have resulted in significant economic disruption globally.

Actions taken by various governmental authorities, individuals and companies around the world to prevent the spread of COVID-19 through social distancing have restricted travel, many business operations, public gatherings and the overall level of individual movement and in-person interaction across the globe.

This has in turn significantly reduced global economic activity, including a dramatic reduction in airline flights and a decrease in motor vehicle use.

As a result, there has been a decline in the demand for the refined petroleum products that we manufacture and sell, which coupled with a decline in the price of crude oil for most of 2020 resulted in a significant decrease in the price and volume of our production and sales of refined petroleum products.

During 2020, there were significant variations in the market prices of products held in our inventories.

In each quarter of 2020, these variations required us to record either inventory valuation charges or benefits to reflect the valuation of our inventories at the lower of cost or market.

We have been and continue to actively respond to the impacts that these matters are having on our business.

Our response has focused on establishing three strategic short-term priorities:

Lower Cost Structure

In response to the pandemic, in March of 2020, we committed to immediately reducing our capital spending and operating expenses.

We accomplished our goal of significantly reducing our capital spending levels by over $1.4 billion from our initial 2020 plans.

We also reduced our 2020 forecasted operating expenses by more than our target of $950 million.

In connection with these strategic actions, we recorded restructuring expenses of $367 million for the year ended December 31, 2020.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

In addition to these measures to address our operations, throughout the year we took action to address our liquidity as outlined below:

- Share repurchases were temporarily suspended.

- On April 27, 2020, we entered into an additional $1.0 billion 364-day revolving credit facility, which expires in 2021, to provide incremental liquidity and financial flexibility during the commodity price and demand downturn.

In February 2021, we elected to terminate this credit agreement as we no longer believe the facility is necessary as an additional source for liquidity, and we do not intend to replace it.

- On April 27, 2020, we closed on the issuance of $2.5 billion of senior notes.

Proceeds from the senior notes were used to pay down certain amounts outstanding on the five-year revolving credit facility.

- During June 2020, we repaid the remaining amounts outstanding on the five-year revolving credit facility.

- On September 23, 2020, we entered into a 364-day revolving credit agreement, which provides for a $1.0 billion unsecured revolving credit facility that matures in September 2021, and which replaced a similar 364-day revolving credit agreement that expired on September 28, 2020.

- At December 31, 2020, we had $6.73 billion available on our variable credit facilities, net of commercial paper borrowings of $1.02 billion.

We believe we have proactively addressed many of the known impacts of COVID-19 to the extent possible and will strive to continue to do so, but there can be no guarantee the measures will be fully effective.

MPC intends to sell the renewable diesel into the California market to comply with the California Low Carbon Fuel Standard.

During the fourth quarter of 2020, we also progressed activities associated with the conversion of the Martinez refinery to a renewable diesel facility, including applying for permits, advancing discussions with feedstock suppliers, and beginning detailed engineering activities.

On February 24, 2021, MPC’s board of directors approved these plans.

On November 2, 2020, MPLX announced the authorization of a unit repurchase program for the repurchase of up to $1 billion of its outstanding common units held by the public.

MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated unit repurchases or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans.

Total cash paid for units repurchased during the year was $33 million and $967 million of repurchase authorization remained outstanding on the program as of December 31, 2020.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| Impairments(c) | | | | | | (9,741) | | | | | | (1,239) | | |

(b)Reflects corporate costs of $26 million and $28 million for 2020 and 2019, respectively, that are no longer allocated to Speedway under discontinued operations accounting.

2019 reflects impairments of goodwill and equity method investments.

Effective October 1, 2019, we discontinued reporting Andeavor transaction-related costs as one year has passed since the acquisition and these costs are immaterial.

Costs incurred in connection with the Speedway separation are included in discontinued operations.

| Income from discontinued operations before income taxes | | | | | | 1,567 | | | | | | 1,096 | | |

(a)As of August 2, 2020, MPC ceased recording depreciation and amortization for Speedway.

Asset write-offs and retirement charges, which totaled $7 million for the fourth quarter of 2020, are presented as depreciation and amortization in our financial statements.

As of December 31, [removed: 2020,] [added: 2021,] we did not have any financial derivative instruments to hedge the risks related to interest rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.

We use a variety of commodity derivative instruments, including [removed: futures] [added: futures, swaps] and options, as part of an overall program to hedge commodity price risk.

We [removed: also] use derivative instruments related to the acquisition of foreign-sourced crude oil and ethanol blended with refined petroleum products to hedge price risk associated with market volatility between the time we purchase the product and when we use it in the refinery production process or it is blended.

To mitigate MPLX’s cash flow exposure to fluctuations in the price of natural gas, it may use natural gas [added: derivative swap contracts, taking into account the partial offset of its long and short natural gas positions resulting from normal operating activities.]

The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

| *(In millions)* | | | [removed: | | | 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Realized gain (loss) on settled derivative positions | | | [removed: | | |] $ | [removed: 69] [added: (359)] | | | | | $ | [removed: 48] [added: 69] | |

| Unrealized [removed: loss] [added: gain (loss)] on open net derivative positions | | | [removed: | | | 38] [added: (21)] | | | | | | [removed: (144)] [added: 38] | | |

| Net [removed: loss | | |] [added: gain (loss)] | | | $ | [removed: 107] [added: (380)] | | | | | $ | [removed: (96)] [added: 107] | |

Financial Statements and Supplementary Data – Note 21 for additional information on our open derivative positions at December 31, [removed: 2020.][added: 2021.]

Sensitivity analysis of the incremental 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 December 31, [removed: 2020] [added: 2021] is provided in the following table.

| Crude | | | $ | [removed: 32] [added: 7] | | | | | $ | [removed: 80] [added: 17] | | | | | $ | [removed: (32)] [added: (7)] | | | | | $ | [removed: (80)] [added: (17)] | |

| Refined products | | | [removed: 24] [added: (17)] | | | | | | [removed: 61] [added: (42)] | | | | | | [removed: (24)] [added: 17] | | | | | | [removed: (61)] [added: 42] | | |

| Blending products | | | [removed: (3)] [added: (7)] | | | | | | [removed: (8)] [added: (17)] | | | | | | [removed: 3] [added: 7] | | | | | | [removed: 8] [added: 17] | | |

| Soybean oil | | | [removed: (8)] [added: (13)] | | | | | | [removed: (19)] [added: (31)] | | | | | | [removed: 8] [added: 13] | | | | | | [removed: 19] [added: 31] | | |

Changes to the portfolio after December 31, [removed: 2020] [added: 2021] 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 December 31, [removed: 2020] [added: 2021] is provided in the following table.

[removed: Fair] [added: The fair] value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value [removed: and] [added: and, in addition to short-term investments which] are [added: recorded at fair value, are] relatively insensitive to changes in interest rates due to the short-term maturity of the instruments.

| *(In millions)* | | | | | | Fair Value(a) | | | | | | Change in Fair Value(b) | | | | | | Change in Net Income for the Twelve Months Ended December 31, [removed: 2020(c)] [added: 2021(c)] | | |

| Variable-rate | | | | | | $ | [removed: 2,199] [added: 300] | | | | | [removed: n/a] [added: —] | | | | | | $ | [removed: 31] [added: 16] | |

(b)Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, [removed: 2020.][added: 2021.]

The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, [removed: 2020.][added: 2021.]

We are impacted by foreign exchange rate fluctuations related to some of our purchases of crude oil denominated in Canadian [removed: dollars.][added: dollars and some of our sales of finished products denominated in Mexican pesos.]

[removed: We did not utilize derivatives] [added: Derivatives utilized] to hedge our market risk exposure to these foreign exchange rate fluctuations [added: were not material] in [removed: 2020.][added: 2021.]

[removed: We are] [added: MPLX is] subject to risk of loss resulting from nonpayment by [removed: our] [added: its] customers to whom [removed: we provide] [added: it provides] services, [removed: lease] [added: leases] assets, or [removed: sell] [added: sells] natural gas or NGLs.

[removed: We believe] [added: MPLX believes] that certain contracts [added: where it sells NGLs and acts as its producer customers’ agent] would allow [removed: us] [added: it] to pass those losses through to [removed: our] [added: its] customers, thus reducing [removed: our] [added: its] risk, when [removed: we are] [added: it is] selling NGLs and acting as [removed: our] [added: its] producer customers’ agent.

[removed: Our] [added: Its] credit exposure related to these customers is represented by the value of [removed: our] [added: its] trade receivables or lease receivables.

Where exposed to credit risk, [removed: we analyze] [added: MPLX analyzes] the customer’s financial condition prior to entering into a transaction or agreement, [removed: establish] [added: establishes] credit terms and [removed: monitor] [added: monitors] the appropriateness of these terms on an ongoing basis.

In the event of a customer default, [removed: we] [added: MPLX] may sustain a loss and [removed: our] [added: its] cash receipts could be negatively impacted.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| As of December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | |

A portion of our borrowing capacity and outstanding indebtedness bears interest at a variable rate based on LIBOR.

On July 27, 2017, the Financial Conduct Authority (the authority that regulates LIBOR), or FCA, announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

Subsequently, on March 5, 2021, ICE Benchmark Administration Limited (the entity that calculates and publishes LIBOR), or IBA, and FCA made public statements regarding the future cessation of LIBOR.

According to the FCA, IBA will permanently cease to publish each of the LIBOR settings on either December 31, 2021 or June 30, 2023.

IBA did not identify any successor administrator in its announcement.

The announced final publication date for 1-week and 2-month LIBOR settings and all settings for non-USD LIBOR was December 31, 2021.

The announced final publication date for overnight, 1-month, 3-month, 6-month and 12-month LIBOR settings is June 30, 2023.

It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after such end dates, and there is considerable uncertainty regarding the publication or representativeness of LIBOR beyond such end dates.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, is seeking to replace U.S. dollar LIBOR with a newly created index (the secured overnight financing rate or SOFR), calculated based on repurchase agreements backed by treasury securities.

The agreements that govern our variable rate indebtedness contain customary transition and fallback provisions in contemplation of the cessation of LIBOR.

We continue to monitor developments regarding the cessation of LIBOR and transition to an alternate benchmark rate, but do not expect it to have a material impact on our financial position, results of operation or cash flows.

Nevertheless, at this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any other reference rate, or

the establishment of alternative reference rates in the United Kingdom, the United States or elsewhere may have on LIBOR, other benchmarks or floating rate indebtedness.

| Fixed-rate | | | | | | $ | 28,054 | | | | | $ | 2,610 | | | | | n/a | | |

We use commodity derivative instruments on crude oil and refined product inventories to hedge price risk associated with inventories above or below LIFO inventory targets.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

derivative swap contracts, taking into account the partial offset of its long and short natural gas positions resulting from normal operating activities.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| Embedded derivatives | | | (6) | | | | | | (16) | | | | | | 6 | | | | | | 16 | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| Fixed-rate | | | | | | $ | 33,003 | | | | | $ | 2,898 | | | | | n/a | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

Marathon Petroleum Corporation (“MPC”) has over 130 years of [removed: experience] [added: history] in the energy business, and is [removed: the largest independent petroleum product refining, marketing, retail and midstream business in the United States.][added: a leading, integrated, downstream energy company.]

- Refining & Marketing – refines crude oil and other [removed: feedstocks] [added: feedstocks, including renewable feedstocks,] at our refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined [removed: products] [added: products, including renewable diesel,] through transportation, storage, distribution and marketing services provided largely by our Midstream segment.

We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon® branded [removed: outlets,] [added: outlets and] through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® [removed: brand and to approximately 3,800 Speedway locations.][added: brand.]

As of December 31, [removed: 2020,] [added: 2021,] we owned the general partner of MPLX and approximately [removed: 62] [added: 64] percent of the outstanding MPLX common units.

[removed: *Speedway Sale*][added: Speedway Sale]

On [removed: August 2, 2020,] [added: May 14, 2021,] we [removed: entered into a definitive agreement to sell] [added: completed the sale of] Speedway, our company-owned and operated retail transportation fuel and convenience store business, to [removed: 7-Eleven] [added: 7-Eleven, Inc. (“7-Eleven”)] for [removed: $21] [added: cash proceeds of $21.38] billion [removed: in cash,][added: ($17.22 billion after cash-tax payments).]

[removed: We expect] [added: MPC remains committed] to [added: executing its plan to] use the [added: net] proceeds from the sale to strengthen the balance sheet and return capital to shareholders.

We currently own and operate refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States with an aggregate crude oil refining capacity of [removed: 2,874] [added: 2,887] mbpcd.

During [removed: 2019,] [added: 2021,] our refineries processed [removed: 2,902] [added: 2,621] mbpd of crude oil and [removed: 210] [added: 178] mbpd of other charge and blendstocks.

Gulf Coast Region [removed: (1,171] [added: (1,178] mbpcd)

[removed: *Galveston] [added: Galveston] Bay, Texas City, Texas Refinery (593 [removed: mbpcd)*][added: mbpcd)]

Our Galveston Bay refinery is [removed: a world-class] [added: our largest] refining [removed: complex resulting from the] [added: complex, and is a] combination of our former Texas City refinery and Galveston Bay refinery.

The refinery is located on the Texas Gulf Coast [removed: approximately 30 miles] southeast of Houston, Texas and can process a wide variety of crude oils into gasoline, distillates, feedstocks, petrochemicals, propane and heavy fuel oil.

Approximately [removed: 49] [added: 45] percent of the power generated in [removed: 2020] [added: 2021] was used at the refinery, with the remaining electricity being sold into the electricity grid.

[removed: *Garyville,] [added: Garyville,] Louisiana Refinery [removed: (578 mbpcd)*][added: (585 mbpcd)]

Mid-Continent Region [removed: (1,153] [added: (1,159] mbpcd)

[removed: *Catlettsburg,] [added: Catlettsburg,] Kentucky Refinery (291 [removed: mbpcd)*][added: mbpcd)]

The Catlettsburg refinery processes sweet and sour crude oils, including production from the nearby Utica Shale, into gasoline, distillates, asphalt, petrochemicals, [added: propane, feedstocks and] heavy fuel [removed: oil, propane and feedstocks.][added: oil.]

[removed: *Robinson,] [added: Robinson,] Illinois Refinery (253 [removed: mbpcd)*][added: mbpcd)]

[removed: *Detroit,] [added: Detroit,] Michigan Refinery (140 [removed: mbpcd)*][added: mbpcd)]

[removed: *El] [added: El] Paso, Texas Refinery [removed: (131 mbpcd)*][added: (133 mbpcd)]

Our El Paso refinery is located [removed: approximately three miles] east of downtown El [removed: Paso, Texas.][added: Paso.]

The El Paso refinery processes sweet and sour crudes into gasoline, distillates, [removed: asphalt,] heavy fuel oil, [added: asphalt,] propane and petrochemicals.

[removed: *St.] [added: St.] Paul Park, Minnesota Refinery [removed: (104 mbpcd)*][added: (105 mbpcd)]

Our St. Paul Park refinery is located along the Mississippi River southeast of St. Paul [removed: Park, Minnesota.][added: Park.]

[removed: *Canton,] [added: Canton,] Ohio Refinery [removed: (97 mbpcd)*][added: (100 mbpcd)]

Our Canton refinery is located [removed: approximately 60 miles] south of Cleveland, Ohio.

The Canton refinery processes sweet and sour crude oils, including production from the nearby Utica Shale, into gasoline, [added: distillates, asphalt, propane, petrochemicals, feedstocks and heavy fuel oil.]

[removed: *Mandan,] [added: Mandan,] North Dakota Refinery (71 [removed: mbpcd)*][added: mbpcd)]

The Mandan refinery processes primarily sweet domestic crude oil from North Dakota and manufactures gasoline, distillates, propane, heavy fuel [removed: oil] [added: oil, feedstocks] and petrochemicals.

[removed: *Salt] [added: Salt] Lake City, Utah Refinery (66 [removed: mbpcd)*][added: mbpcd)]

Our Salt Lake City refinery is [removed: now] the largest in [removed: Utah.][added: Utah and is located north of downtown Salt Lake City.]

The Salt Lake City refinery processes crude oil from Utah, Colorado, Wyoming and Canada to manufacture gasoline, distillates, [removed: propane,] [added: petrochemicals,] heavy fuel oil, [removed: feedstocks] [added: propane] and [removed: petrochemicals.][added: feedstocks.]

West Coast Region (550 [removed: mbpcd)][added: mbpcd)]

[removed: *Los] [added: Los] Angeles, California Refinery (363 [removed: mbpcd)*][added: mbpcd)]

The Los Angeles refinery is the largest refinery on the West Coast and is a major producer of [removed: clean] [added: cleaner burning CARB] fuels.

The Los Angeles refinery processes heavy crude from California’s San Joaquin Valley and Los Angeles Basin as well as crudes from the Alaska North Slope, South America, West Africa and other international sources and manufactures [removed: cleaner-burning] CARB gasoline and CARB diesel fuel, as well as conventional gasoline, distillates, feedstocks, petrochemicals, [added: propane and] heavy fuel [removed: oil and propane.][added: oil.]

[removed: *Anacortes,] [added: Anacortes,] Washington Refinery (119 [removed: mbpcd)*][added: mbpcd)]

Our Anacortes refinery is located [removed: about 70 miles] north of Seattle on Puget Sound.

[removed: *Kenai,] [added: Kenai,] Alaska Refinery (68 [removed: mbpcd)*][added: mbpcd)]

This transaction resulted in a pretax gain of $11.68 billion ($8.02 billion after income taxes), after deducting the book value of the net assets and certain other adjustments.

The Mandan refinery is located outside of Bismarck, North Dakota.

(a) Product yields include renewable production.

The Dickinson, North Dakota, renewable fuels facility began operations at the end of 2020 and reached full design operating capacity in the second quarter of 2021.

The facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats, and greases.

The produced renewable diesel generates federal RINs and LCFS credits when sold in California or similar markets.

These instruments are used to help meet our Renewable Fuel Standard and LCFS compliance obligations as a petroleum fuel producer.

On February 24, 2021, we announced our plan to strategically reposition the Martinez refinery to a renewable diesel facility.

Converting the Martinez facility from refining petroleum to manufacturing renewable fuels signals our strong commitment to producing a substantial level of lower carbon-intensity fuels in California.

The facility is expected to be capable of producing approximately 730 million gallons per year by the end of 2023.

During 2021, Virent contributed to an aviation industry first, as United Airlines flew an aircraft full of passengers using 100 percent sustainable aviation fuel (“SAF”) in one engine and petroleum-based jet fuel in the other.

Virent used its BioForm® process to produce synthesized aromatic kerosene – a critical component that made the 100 percent SAF possible.

On December 14, 2021, we finalized the formation of a joint venture with Archer-Daniels-Midland Company (“ADM”) for the production of soybean oil to supply rapidly growing demand for renewable diesel fuel.

The joint venture, which is named Green Bison Soy Processing, LLC, will own and operate a soybean processing complex in Spiritwood, North Dakota, with ADM owning 75 percent of the joint venture and MPC owning 25 percent.

When complete in 2023, the Spiritwood facility will source and process local soybeans and supply the resulting soybean oil exclusively to MPC.

The Spiritwood complex is expected to produce approximately 600 million pounds of refined soybean oil annually, enough feedstock for approximately 75 million gallons of renewable diesel per year.

(a) Refined product sales include volumes marketed directly to end-users and trading/supply volumes such as bulk sales to large unbranded resellers and other downstream companies.

(b) Sales include renewable products.

Rate Regulation

Some of our existing pipelines are considered interstate common carrier pipelines subject to regulation by the Federal Energy Regulatory Commission (“FERC”) under the Interstate Commerce Act (the “ICA”), Energy Policy Act of 1992 (“EPAct 1992”) and the rules and regulations promulgated under those laws.

The ICA and FERC regulations require that tariff rates for oil pipelines, a category that includes crude oil and petroleum product pipelines, be just and reasonable and the terms and conditions of service must not be unduly discriminatory.

The ICA permits interested persons to challenge newly proposed tariff rates or terms and conditions of service, or any change to tariff rates or terms and conditions of service, and authorizes FERC to suspend the effectiveness of such proposal or change for a period of time to investigate.

If, upon completion of an investigation, FERC finds that the new or changed service or rate is unlawful, it is authorized to require the carrier to refund the revenues in excess of the prior tariff collected during the pendency of the investigation.

An interested person may also challenge existing terms and conditions of service or rates and FERC may order a carrier to change its terms and conditions of service or rates prospectively.

Upon an appropriate showing, a shipper may also obtain reparations for damages sustained during the two years prior to the filing of a complaint.

EPAct 1992 deemed certain interstate petroleum pipeline rates then in effect to be just and reasonable under the ICA.

These rates are commonly referred to as “grandfathered rates.” Our rates for interstate transportation service in effect for the 365-day period ending on the date of the passage of EPAct 1992 were deemed just and reasonable and therefore are grandfathered.

Subsequent changes to those rates are not grandfathered.

New rates have since been established after EPAct 1992 for certain pipelines, and the rates for certain of our refined products pipelines have subsequently been approved as market-based rates.

FERC permits regulated oil pipelines to change their rates within prescribed ceiling levels that are tied to an inflation index.

A carrier must, as a general rule, utilize the indexing methodology to change its rates.

Cost-of-service ratemaking, market-based rates and settlement rates are alternatives to the indexing approach and may be used in certain specified circumstances to change rates.

In February 2021, the Interagency Working Group on the Social Cost of Greenhouse Gases published interim estimates of the social cost of carbon, methane and nitrous oxide and is expected to finalize its estimates in 2022.

For example, California has enacted a cap-and-trade program.

atmosphere.

In 2021, EPA announced it is reconsidering the National Ambient Air Quality Standards (“NAAQS”) for ozone and particulate matter.

In California, the Governing Board for the South Coast Air Quality Management District (“SCAQMD”) adopted Rule 1109.1 in November 2021, which establishes Best Available Retrofit Control Technology (“BARCT”) oxides of nitrogen (“NOx”) and carbon monoxide (“CO”) emission limits for combustion equipment at petroleum refineries.

These new requirements will replace the Regional Clean Air Incentives Market (“RECLAIM”) cap-and-trade program which has required a staged refinery-wide reduction of NOx emissions over the last several years and will result in additional emission reductions from our Los Angeles Refinery.

Compliance with Rule 1109.1 is being phased in through 2032 and will result in increased costs to operate and maintain our Los Angeles Refinery.

A challenge of the 2021 authorization is currently pending before the U.S. District Court in Montana and the plaintiffs request the court vacate and remand the 2021 authorization.

We also operate Speedway, the second largest chain of company-owned and operated retail gasoline and convenience stores in the United States, which we have agreed to sell to 7-Eleven, Inc. (“7-Eleven”) for $21 billion in cash, subject to certain adjustments based on the levels of cash, debt and working capital at closing and certain other items.

Our operations consist of two reportable operating segments: Refining & Marketing and Midstream.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

subject to certain adjustments based on the levels of cash, debt and working capital at closing and certain other items.

The taxable transaction is targeted to close by the end of the first quarter of 2021, subject to customary closing conditions and the receipt of regulatory approvals.

This transaction is expected to result in after-tax cash proceeds of approximately $16.5 billion.

In connection with the agreement to sell Speedway, we have agreed to enter into certain ancillary agreements, including a 15-year fuel supply agreement associated with 7-Eleven or its subsidiaries, depending on the fuel demand of Speedway and other factors to be set forth in the fuel supply agreement.

Further, we expect incremental opportunities over time to supply 7-Eleven's remaining business as 7-Eleven's existing arrangements mature and as new locations are added in connection with its announced U.S. and Canada growth strategy.

As a result of the agreement to sell Speedway, its results are reported separately as discontinued operations in our consolidated statements of income for all periods presented and its assets and liabilities have been reclassified in our consolidated balance sheets to assets and liabilities held for sale.

Prior to presentation of Speedway as discontinued operations, Speedway and our retained direct dealer business were the two reporting units within our Retail segment.

Beginning with the third quarter of 2020, the direct dealer business is managed as part of the Refining & Marketing segment.

The results of the Refining & Marketing segment have been retrospectively adjusted to include the results of the direct dealer business in all periods presented.

As a result of our agreement to sell Speedway, the following changes in our basis of presentation have occurred:

- In accordance with ASC 205, Discontinued Operations, intersegment sales from our Refining & Marketing segment to Speedway are no longer eliminated as intercompany transactions and are now presented within sales and other operating revenue, since we will continue to supply fuel to Speedway subsequent to the sale to 7-Eleven.

All periods presented have been retrospectively adjusted to reflect this change.

- Beginning August 2, 2020, in accordance with ASC 360, Property, Plant, and Equipment, we ceased recording depreciation and amortization for Speedway’s property, plant and equipment, finite-lived intangible assets and right of use lease assets.

*Midstream Review*

On March 18, 2020, we announced that MPC’s board of directors unanimously decided to maintain MPC’s current midstream structure, with MPC remaining, through a wholly owned subsidiary, the general partner of MPLX.

This decision concluded a comprehensive evaluation, led by a special committee of the board, that included extensive input from multiple external advisors and significant feedback from investors.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

distillates, asphalt, propane, petrochemicals, heavy fuel oil and feedstocks.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

It includes crude sourced for the refineries acquired in the Andeavor acquisition from October 1, 2018 forward.

During 2020, we completed the conversion of our Dickinson, North Dakota refinery into an approximately 184 million gallons per year renewable diesel facility.

We also progressed activities associated with the conversion of the Martinez refinery to a renewable diesel facility, including applying for permits, advancing discussions with feedstock suppliers, and beginning detailed engineering activities.

On February 24, 2021, MPC’s board of directors approved these plans.

We own a biofuel production facility in Cincinnati, Ohio that produces biodiesel, glycerin and other by-products.

The capacity of the plant is approximately 91 million gallons per year.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

Based upon company data as reported in the “The Oil & Gas Journal 2020 Worldwide Refinery Survey,” we ranked first among U.S. petroleum companies on the basis of U.S. crude oil refining capacity.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

In January 2021, President Biden announced that the United States was rejoining the 2015 Paris UN Climate Change Conference Agreement, effective February 19, 2021.

President Biden also issued an Executive Order on climate change in which he announced putting the U.S. on a path to achieve net-zero carbon emissions, economy-wide, by 2050.

The Executive Order also calls for the federal government to pause oil and gas leasing on federal lands, reduce methane emissions from the oil and gas sector as quickly as possible, and requires federal permitting decisions to consider the effects of greenhouse gas emissions

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

and climate change.

In a second Executive Order, President Biden reestablished a working group to develop the social cost of carbon and the social cost of methane.

For example, the California state legislature enacted AB 398, which provides direction and parameters on utilizing cap and trade after 2020 to meet the 40 percent reduction target from 1990 levels by 2030 specified in SB 32.

[removed: *Climate Change*][added: Climate Change Litigation]

Governmental and other entities in various states have filed [added: climate-related] lawsuits against [added: a number of] energy companies, including MPC.

| County of San Mateo, California | | | | | | July 17, 2017 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth [removed: Circuit; U.S. Supreme Court] [added: Circuit] | | |

| County of Marin, California | | | | | | July 17, 2017 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth [removed: Circuit; U.S. Supreme Court] [added: Circuit] | | |

| City of Imperial Beach, California | | | | | | July 17, 2017 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth [removed: Circuit; U.S. Supreme Court] [added: Circuit] | | |

| County of Santa Cruz, California | | | | | | December 20, 2017 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth [removed: Circuit; U.S. Supreme Court] [added: Circuit] | | |

| City of Santa Cruz, California | | | | | | December 20, 2017 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth [removed: Circuit; U.S. Supreme Court] [added: Circuit] | | |

| City of Richmond, California | | | | | | January 22, 2018 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth [removed: Circuit; U.S. Supreme Court] [added: Circuit] | | |

| State of Rhode Island | | | | | | July 2, 2018 | | | | | | Superior Court of Providence County; U.S. [removed: Supreme] Court [added: of Appeals for the First Circuit] | | |

| Mayor and City Council of Baltimore, Maryland | | | | | | July 20, 2018 | | | | | | Circuit Court of Baltimore City; U.S. [removed: Supreme] Court [added: of Appeals for the Fourth Circuit] | | |

| City and County of Honolulu, Hawaii | | | | | | March 9, 2020 | | | | | | U.S. District Court (District of [added: Hawaii); U.S. Court of Appeals for the Ninth Circuit; Circuit Court of the First Circuit (State of] Hawaii) | | |

| State of Delaware | | | | | | September 10, 2020 | | | | | | U.S. District Court (District of [removed: Delaware)] [added: Delaware); U.S. Court of Appeals for the Third Circuit] | | |

| County of Maui, Hawaii | | | | | | October 12, 2020 | | | | | | U.S. District Court (District of [added: Hawaii); U.S. Court of Appeals for the Ninth Circuit; Circuit Court of the First Circuit (State of] Hawaii) | | |

| City of Annapolis, Maryland | | | | | | February 22, 2021 | | | | | | [removed: Circuit] [added: U.S. District] Court [removed: for Anne Arundel County, Maryland] [added: (District of Maryland)] | | |

[removed: *Dakota] [added: Dakota] Access [removed: Pipeline*][added: Pipeline]

[removed: In connection with MPLX’s 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, (collectively the “Bakken Pipeline system” or “DAPL”),] MPLX has entered into a Contingent Equity Contribution Agreement whereby [removed: MPLX LP,] [added: 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.

In [removed: March] 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 [removed: conduct a full] [added: prepare an] environmental impact statement [removed: (“EIS”), and further requested briefing on whether] [added: (“EIS”) relating to] an easement [removed: necessary for the operation of the Bakken Pipeline system should be vacated while the EIS is being prepared.][added: under Lake Oahe in North Dakota.]

If the pipeline [removed: is] [added: were] temporarily shut [removed: down pending completion of the EIS,] [added: down,] MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown.

[removed: It is also expected that] MPLX [removed: would] [added: also expects to] contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the permit and/or return the pipeline into operation.

If the vacatur of the easement permit results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the [removed: one percent] [added: 1%] redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.

As of December 31, [removed: 2020,] [added: 2021,] our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $230 [removed: million and we had an investment of $465 million in MarEn Bakken Company LLC, which includes our 9.19 percent direct interest in Dakota Access.][added: million.]

[removed: *Tesoro] [added: Tesoro] High Plains [removed: Pipeline*][added: Pipeline]

In [removed: early] July 2020, [removed: MPLX] [added: 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 [removed: also] [added: demanded the immediate cessation of pipeline operations and] assessed trespass damages of approximately $187 million.

On [removed: October 29,] [added: appeal,] the Assistant Secretary - Indian Affairs [removed: issued an order vacating] [added: vacated] the BIA’s trespass order and [removed: requiring] [added: remanded to] the Regional Director for the BIA Great Plains Region to issue a new decision [added: based] on [removed: or before December 15 covering all 34 tracts at issue.][added: specified criteria.]

[removed: The] [added: On December 15, 2020, the Regional Director of the BIA issued a] new [removed: order found] [added: trespass notice to THPP, finding] that THPP was in trespass and [removed: assessed] [added: assessing] trespass damages of approximately [removed: $4MM] [added: $4 million] (including interest).

The order also required [added: that] THPP [removed: to] immediately cease and desist use of the portion of the pipeline that crosses the property at issue.

[removed: MPLX continues] [added: We continue] to work towards a settlement of this matter with holders of the property rights at issue.

[removed: *Martinez Refinery*][added: Martinez Refinery]

We are currently negotiating the settlement of [removed: 141] [added: 99] NOVs received from the Bay Area Air Quality Management District (“BAAQMD”).

The NOVs were issued from 2011 to [removed: 2019] [added: 2018] and allege violations of air quality regulations and the idled Martinez refinery’s air permit.

[removed: While we are negotiating a settlement of the allegations with the BAAQMD through two separate enforcement actions, we] [added: We] cannot currently estimate the timing of the resolution of these matters.

On July 18, 2016, the U.S. Department of Justice (“DOJ”) lodged a complaint on behalf of [removed: the] EPA and a Consent Decree in the U.S. Court for the Western District of Texas.

In [removed: February] 2018, TRMC informed [removed: the] EPA that it would need additional time to satisfy requirements of the Consent Decree.

In [removed: the fourth quarter of] 2019, TRMC and the United States entered into an agreement to amend the Consent Decree to resolve these issues.

[removed: Subject to final approval by] [added: on TRMC completing] the [removed: court, we expect that] [added: conversion of] the [added: Martinez refinery to renewable diesel production, the] renegotiated Consent Decree modification will no longer require the installation of a Selective Catalytic Reduction system to control NOx emissions from the now-idled fluid catalytic cracking unit, but will result in an increased civil penalty.

[removed: *Gathering] [added: Gathering] and [removed: Processing*][added: Processing]

[removed: In November 2020, we received an offer from the] [added: As previously disclosed, MPLX has been negotiating with] EPA [added: with respect] to [removed: settle] multiple alleged violations of the National Emission Standards for Hazardous Air Pollutants by the Chapita, Coyote Wash, Island, River Bend and Wonsits Valley Compressor Stations in Utah.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plaintiff | | | | | | Date Instituted | | | | | | Name of Court(s) where pending | | |

| Anne Arundel County, Maryland | | | | | | April 26, 2021 | | | | | | U.S. District Court (District of Maryland) | | |

MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL.

The D.D.C. later vacated the easement.

The EIS is currently expected to be completed in the second half of 2022.

In May 2021, the D.D.C. denied a renewed request for an injunction to shut down the pipeline while the EIS is being prepared.

In June 2021, the D.D.C. issued an order dismissing without prejudice the tribes’ claims against the Dakota Access Pipeline.

The litigation could be reopened or new litigation challenging the EIS, once completed, could be filed.

In March 2021, THPP received a copy of an order purporting to vacate all orders related to THPP’s alleged trespass issued by the BIA between July 2, 2020 and January 14, 2021.

The order directs the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order, if necessary, after all interested parties have had an opportunity to be heard.

On April 23, 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (together, the U.S. Government Parties”) challenging the March order purporting to vacate all previous orders related to THPP’s alleged trespass.

On February 8, 2022, the U.S. Government Parties filed their answer to THPP’s suit, asserting counterclaims for trespass and ejectment.

The U.S. Government Parties claim THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation.

We intend to vigorously defend ourselves against these counterclaims.

Subject to final approval by the court, we expect that, contingent

We are in the process of finalizing a settlement with EPA pursuant to which MPLX expects to pay a cash penalty in excess of $300,000 and enter into a consent decree covering MPLX gas plants and compressor stations located in Utah, North Dakota and Wyoming.

We expect the settlement will be finalized later in 2022.

Litigation

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

On July 6, 2020, the D.D.C. ordered vacatur of the easement to cross Lake Oahe during the pendency of an EIS and further ordered a shut down of the pipeline by August 5, 2020.

The D.D.C. denied a motion to stay that order.

Dakota Access and the Army Corps appealed the D.D.C.’s order to the U.S. Court of Appeals for the District of Columbia Circuit (the “Court of Appeals”).

On July 14, 2020, the Court of Appeals issued an administrative stay while the court considered Dakota Access and the Army Corps’ emergency motion for stay pending appeal.

On August 5, 2020, the Court of Appeals stayed the D.D.C.’s injunction that required the pipeline be shutdown and emptied of oil by August 5, 2020.

The Court of Appeals denied a stay of the D.D.C.’s March order, which required the EIS, and further denied a stay of the D.D.C.’s July order, which vacated the easement.

On January 26, 2021, the Court of Appeals upheld the D.D.C.’s order vacating the easement while the Army Corps prepares the EIS.

The Court of Appeals reversed the D.D.C.’s order to the extent it directed that the pipeline be shutdown and emptied of oil.

In the D.D.C., briefing has been completed for a renewed request for an injunction.

The notification covered the rights of way for 23 tracts of land and demanded the immediate cessation of pipeline operations.

MPLX appealed this determination, which triggered an automatic stay of the requested pipeline shutdown and payment.

On December 15, the Regional Director of the BIA issued a new trespass notice to THPP consistent with the Assistant Secretary of Indian Affairs order vacating the prior trespass order.

The new order was appealed, and was upheld by the Assistant Secretary - Indian Affairs.

On February 12, 2021, landowners filed suit in the U.S. District Court for the District of North Dakota, requesting, among other things, that decisions by the Assistant Secretary - Indian Affairs and the Interior Board of Indian Appeals be vacated as to the award of damages to plaintiffs.

Environmental Proceedings

The following matters are disclosed in accordance with that requirement.

We do not currently believe that the eventual outcome of any such matters, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

The proposed settlement consists of an injunctive relief package, mitigation project and proposed penalty in excess of $300,000.

We continue to negotiate a settlement of the allegations and cannot currently estimate the timing of the resolution of this matter.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of Common Stock held by non-affiliates as of June 30, [removed: 2020] [added: 2021] was approximately [removed: $24.3] [added: $38.5] billion.

This amount is based on the closing price of the registrant’s Common Stock on the New York Stock Exchange on June 30, [removed: 2020.][added: 2021.]

There were [removed: 651,274,842] [added: 565,212,958] shares of Marathon Petroleum Corporation Common Stock outstanding as of February [removed: 12, 2021.][added: 15, 2022.]

Portions of the registrant’s proxy statement relating to its [removed: 2021] [added: 2022] Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, are incorporated by reference to the extent set forth in Part III, Items 10-14 of this Report.

| [ITEM 1. [removed: BUSINESS](#i1c05fc075bbb406995cc98ea615694fa_19)] [added: BUSINESS](#i8719292088914d02a4ae995b6859a33e_19)] | | | [removed: [4](#i1c05fc075bbb406995cc98ea615694fa_19)] [added: [4](#i8719292088914d02a4ae995b6859a33e_19)] | | |

| [ITEM 1A. RISK [removed: FACTORS](#i1c05fc075bbb406995cc98ea615694fa_58)] [added: FACTORS](#i8719292088914d02a4ae995b6859a33e_43)] | | | [removed: [20](#i1c05fc075bbb406995cc98ea615694fa_58)] [added: [17](#i8719292088914d02a4ae995b6859a33e_43)] | | |

| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#i1c05fc075bbb406995cc98ea615694fa_61)] [added: COMMENTS](#i8719292088914d02a4ae995b6859a33e_46)] | | | [removed: [34](#i1c05fc075bbb406995cc98ea615694fa_61)] [added: [29](#i8719292088914d02a4ae995b6859a33e_46)] | | |

| [ITEM 2. [removed: PROPERTIES](#i1c05fc075bbb406995cc98ea615694fa_64)] [added: PROPERTIES](#i8719292088914d02a4ae995b6859a33e_49)] | | | [removed: [34](#i1c05fc075bbb406995cc98ea615694fa_64)] [added: [30](#i8719292088914d02a4ae995b6859a33e_49)] | | |

| [ITEM 3. LEGAL [removed: PROCEEDINGS](#i1c05fc075bbb406995cc98ea615694fa_79)] [added: PROCEEDINGS](#i8719292088914d02a4ae995b6859a33e_61)] | | | [removed: [44](#i1c05fc075bbb406995cc98ea615694fa_79)] [added: [37](#i8719292088914d02a4ae995b6859a33e_61)] | | |

| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#i1c05fc075bbb406995cc98ea615694fa_82)] [added: DISCLOSURES](#i8719292088914d02a4ae995b6859a33e_64)] | | | [removed: [46](#i1c05fc075bbb406995cc98ea615694fa_82)] [added: [39](#i8719292088914d02a4ae995b6859a33e_64)] | | |

| [ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i1c05fc075bbb406995cc98ea615694fa_88)] [added: SECURITIES](#i8719292088914d02a4ae995b6859a33e_70)] | | | [removed: [47](#i1c05fc075bbb406995cc98ea615694fa_88)] [added: [40](#i8719292088914d02a4ae995b6859a33e_70)] | | |

| [ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i1c05fc075bbb406995cc98ea615694fa_94)] [added: OPERATIONS](#i8719292088914d02a4ae995b6859a33e_76)] | | | [removed: [49](#i1c05fc075bbb406995cc98ea615694fa_94)] [added: [41](#i8719292088914d02a4ae995b6859a33e_76)] | | |

| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i1c05fc075bbb406995cc98ea615694fa_154)] [added: RISK](#i8719292088914d02a4ae995b6859a33e_124)] | | | [removed: [86](#i1c05fc075bbb406995cc98ea615694fa_154)] [added: [68](#i8719292088914d02a4ae995b6859a33e_124)] | | |

| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i1c05fc075bbb406995cc98ea615694fa_157)] [added: DATA](#i8719292088914d02a4ae995b6859a33e_127)] | | | [removed: [89](#i1c05fc075bbb406995cc98ea615694fa_157)] [added: [71](#i8719292088914d02a4ae995b6859a33e_127)] | | |

| [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i1c05fc075bbb406995cc98ea615694fa_307)] [added: DISCLOSURE](#i8719292088914d02a4ae995b6859a33e_253)] | | | [removed: [162](#i1c05fc075bbb406995cc98ea615694fa_307)] [added: [125](#i8719292088914d02a4ae995b6859a33e_253)] | | |

| [ITEM 9A. CONTROLS AND [removed: PROCEDURES](#i1c05fc075bbb406995cc98ea615694fa_310)] [added: PROCEDURES](#i8719292088914d02a4ae995b6859a33e_256)] | | | [removed: [162](#i1c05fc075bbb406995cc98ea615694fa_310)] [added: [125](#i8719292088914d02a4ae995b6859a33e_256)] | | |

| [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERANCE](#i1c05fc075bbb406995cc98ea615694fa_319)] [added: GOVERNANCE](#i8719292088914d02a4ae995b6859a33e_265)] | | | [removed: [163](#i1c05fc075bbb406995cc98ea615694fa_319)] [added: [126](#i8719292088914d02a4ae995b6859a33e_265)] | | |

| [ITEM 11. EXECUTIVE [removed: COMPENSATION](#i1c05fc075bbb406995cc98ea615694fa_322)] [added: COMPENSATION](#i8719292088914d02a4ae995b6859a33e_268)] | | | [removed: [163](#i1c05fc075bbb406995cc98ea615694fa_322)] [added: [126](#i8719292088914d02a4ae995b6859a33e_268)] | | |

| [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED [removed: STOCKHOLER MATTERS](#i1c05fc075bbb406995cc98ea615694fa_325)] [added: STOCKHOL](#i8719292088914d02a4ae995b6859a33e_271)[D](#i8719292088914d02a4ae995b6859a33e_271)[ER MATTERS](#i8719292088914d02a4ae995b6859a33e_271)] | | | [removed: [164](#i1c05fc075bbb406995cc98ea615694fa_325)] [added: [127](#i8719292088914d02a4ae995b6859a33e_271)] | | |

| [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i1c05fc075bbb406995cc98ea615694fa_328)] [added: INDEPENDENCE](#i8719292088914d02a4ae995b6859a33e_274)] | | | [removed: [164](#i1c05fc075bbb406995cc98ea615694fa_328)] [added: [127](#i8719292088914d02a4ae995b6859a33e_274)] | | |

| [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i1c05fc075bbb406995cc98ea615694fa_331)] [added: SERVICES](#i8719292088914d02a4ae995b6859a33e_277)] | | | [removed: [164](#i1c05fc075bbb406995cc98ea615694fa_331)] [added: [127](#i8719292088914d02a4ae995b6859a33e_277)] | | |

| [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i1c05fc075bbb406995cc98ea615694fa_337)] [added: SCHEDULES](#i8719292088914d02a4ae995b6859a33e_283)] | | | [removed: [165](#i1c05fc075bbb406995cc98ea615694fa_337)] [added: [128](#i8719292088914d02a4ae995b6859a33e_283)] | | |

[removed: GLOSSARY] [added: GLOSSARY] OF [removed: TERMS][added: TERMS]

| barrel | | | One stock tank barrel, or 42 [removed: United States] [added: U.S.] gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons. | | |

| EBITDA [removed: (a non-GAAP financial measure)] | | | Earnings Before Interest, Tax, Depreciation and Amortization [added: (a non-GAAP financial measure)] | | |

| EPA | | | [removed: United States] [added: U.S.] Environmental Protection Agency | | |

| OSHA | | | [removed: United States] [added: U. S.] Occupational Safety and Health Administration | | |

| SEC | | | [removed: United States] [added: U.S.] Securities and Exchange Commission | | |

- the success or timing of completion of ongoing or anticipated [removed: capital or] maintenance [removed: projects;][added: projects or transactions;]

- business strategies, growth opportunities and expected [removed: investment;][added: investments;]

- the anticipated effects of actions of third parties such as competitors, activist [removed: investors or] [added: investors,] federal, foreign, state or local regulatory [removed: authorities] [added: authorities,] or plaintiffs in litigation.

- general economic, political or regulatory developments, including [added: inflation,] changes in governmental policies relating to refined petroleum products, crude oil, natural gas or NGLs, [removed: regulation] or [removed: taxation and other economic and political developments;][added: taxation;]

- the [removed: magnitude and] [added: magnitude,] duration [added: and extent] of [added: future resurgences of] the COVID-19 pandemic and its effects, including travel restrictions, business and school closures, increased remote work, stay-at-home orders and other actions taken by individuals, [removed: government] [added: governments] and the private sector to stem the spread of the virus;

- [removed: our ability to manage] disruptions in credit markets or changes to credit ratings;

- continued or further volatility in and degradation of general economic, market, industry or business conditions as a result of the COVID-19 [removed: pandemic (including any related government policies and actions),] [added: pandemic,] other infectious disease outbreaks, natural hazards, extreme weather events or otherwise;

- adverse market conditions or other [removed: similar] risks affecting MPLX;

- political and economic conditions in nations that consume refined products, natural gas and NGLs, including the United States and Mexico, and in crude oil producing regions, including the Middle East, [added: Russia,] Africa, Canada and South America;

- actions taken by our competitors, including pricing adjustments, [removed: expansion of retail activities,] 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;

- accidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, [added: means of transportation,] or those of our suppliers or customers;

| [PART I](#i8719292088914d02a4ae995b6859a33e_16) | | | | | |

| [PART II](#i8719292088914d02a4ae995b6859a33e_67) | | | | | |

| [ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i8719292088914d02a4ae995b6859a33e_2448) | | | [125](#i8719292088914d02a4ae995b6859a33e_2448) | | |

| [PART III](#i8719292088914d02a4ae995b6859a33e_262) | | | | | |

| [PART IV](#i8719292088914d02a4ae995b6859a33e_280) | | | | | |

| [SIGNATURES](#i8719292088914d02a4ae995b6859a33e_286) | | | [133](#i8719292088914d02a4ae995b6859a33e_286) | | |

| ESG | | | Environmental, social and governance | | |

| GHG | | | Greenhouse gas | | |

| LCFS | | | Low Carbon Fuel Standard | | |

| mbbls | | | Thousands of barrels | | |

| MEH | | | Magellan East Houston crude oil, an oil index benchmark price | | |

| PP&E | | | Property, plant and equipment | | |

- ESG goals and targets, including those related to GHG emissions, diversity and inclusion and ESG reporting;

- our plans to achieve our ESG goals and targets and to monitor and report progress thereon;

- the timing, amount and form of future capital return transactions at MPC or MPLX; and

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| [PART I](#i1c05fc075bbb406995cc98ea615694fa_16) | | | | | |

| [PART II](#i1c05fc075bbb406995cc98ea615694fa_85) | | | | | |

| [ITEM 6. SELECTED FINANCIAL DATA](#i1c05fc075bbb406995cc98ea615694fa_91) | | | [48](#i1c05fc075bbb406995cc98ea615694fa_91) | | |

| [ITEM 9B. OTHER INFORMATION](#i1c05fc075bbb406995cc98ea615694fa_313) | | | [162](#i1c05fc075bbb406995cc98ea615694fa_313) | | |

| [PART III](#i1c05fc075bbb406995cc98ea615694fa_316) | | | | | |

| [PART IV](#i1c05fc075bbb406995cc98ea615694fa_334) | | | | | |

| [SIGNATURES](#i1c05fc075bbb406995cc98ea615694fa_340) | | | [172](#i1c05fc075bbb406995cc98ea615694fa_340) | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| ASR | | | Accelerated share repurchase | | |

| IDR | | | Incentive Distribution Right | | |

| ppb | | | Parts per billion | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

- the timing and amount of any future common stock repurchases or dividends; and

- our ability to successfully complete the planned Speedway sale and realize the expected benefits within the expected timeframe or at all;

- the reliability of processing units and other equipment;

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

- adverse changes in laws including with respect to tax and regulatory matters;

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, [removed: 2020.][added: 2021.]

| Garyville, Louisiana | | | | | | [removed: 578] [added: 585] | | |

| Subtotal Gulf Coast region | | | | | | [removed: 1,171] [added: 1,178] | | |

| El Paso, Texas | | | | | | [removed: 131] [added: 133] | | |

| St. Paul Park, Minnesota | | | | | | [removed: 104] [added: 105] | | |

| Canton, Ohio | | | | | | [removed: 97] [added: 100] | | |

| Subtotal Mid-Continent region | | | | | | [removed: 1,153] [added: 1,159] | | |

| [removed: Dickinson,] North Dakota | | | | | | [removed: 184 million] [added: 1] | | | [added: | | | — | | |]

The full capacity of the Martinez facility [removed: would] [added: is expected to] be approximately 730 million gallons per year.

The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels under the Marathon, [removed: Shell,] ARCO, [added: Shell,] Mobil, Tesoro and other brands, as of December 31, [removed: 2020.][added: 2021.]

| Alaska | | | | | | [removed: 44] [added: 42] | | |

| Arizona | | | | | | [removed: 95] [added: 83] | | |

| California | | | | | | [removed: 98] [added: 109] | | |

| Louisiana | | | | | | [removed: 37] [added: 38] | | |

| Maryland | | | | | | [removed: 53] [added: 55] | | |

| Nevada | | | | | | [removed: 13] [added: 15] | | |

| New Mexico | | | | | | [removed: 36] [added: 41] | | |

| New York | | | | | | [removed: 49] [added: 56] | | |

| North Carolina | | | | | | [removed: 203] [added: 208] | | |

| North Dakota | | | | | | [removed: 113] [added: 114] | | |

| Oregon | | | | | | [removed: 45] [added: 42] | | |

| Pennsylvania | | | | | | [removed: 88] [added: 87] | | |

| South Carolina | | | | | | [removed: 116] [added: 115] | | |

| South Dakota | | | | | | [removed: 30] [added: 33] | | |

| Texas | | | | | | [removed: 3] [added: 5] | | |

| Utah | | | | | | [removed: 96] [added: 99] | | |

| Washington | | | | | | [removed: 67] [added: 85] | | |

| West Virginia | | | | | | [removed: 107] [added: 111] | | |

| Wisconsin | | | | | | [removed: 63] [added: 58] | | |

The following table sets forth the number of direct dealer locations by state as of December 31, [removed: 2020.][added: 2021.]

| Arizona | | | | | | [removed: 72] [added: 68] | | |

| New Mexico | | | | | | [removed: 12] [added: 3] | | | [added: | | | 481 | | |]

| Texas | | | | | | 1 | | | [added: | | | 73 | | |]

| Washington | | | | | | [removed: 1] [added: 4] | | | [added: | | | 920 | | |]

The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, [removed: 2020.][added: 2021.]

| Subtotal light products terminals | | | | | | [removed: 3] [added: 2] | | | | | | [removed: 659] [added: 634] | | |

| Subtotal asphalt terminals | | | | | | 16 | | | | | | [removed: 3,258] [added: 4,557] | | |

| Total owned and operated terminals | | | | | | [removed: 19] [added: 18] | | | | | | [removed: 3,917] [added: 5,191] | | |

The following tables set forth certain information relating to MPLX’s crude oil, refined products and water [removed: pipeline and] [added: pipeline,] gathering systems and storage assets as of December 31, [removed: 2020.][added: 2021.]

| Pipeline System or Storage Asset | | | | | | | | | [removed: | | | | | | | | |] Diameter (*inches*) | | | | | | Length (*miles*) | | | | | | Capacity(a) | | |

| Total | | | | | | 2,887 | | |

The Dickinson, North Dakota, renewable fuels facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats, and greases.

| Florida | | | | | | 664 | | |

| Illinois | | | | | | 199 | | |

| Indiana | | | | | | 640 | | |

| Kentucky | | | | | | 513 | | |

| Mexico | | | | | | 279 | | |

| Michigan | | | | | | 761 | | |

| Minnesota | | | | | | 291 | | |

| Mississippi | | | | | | 106 | | |

| Ohio | | | | | | 820 | | |

| Total | | | | | | 7,159 | | |

| California | | | | | | 955 | | |

| Total | | | | | | 1,086 | | |

| Indiana | | | | | | 1 | | | | | | 121 | | |

| Kentucky | | | | | | 4 | | | | | | 549 | | |

| Ohio | | | | | | 4 | | | | | | 2,207 | | |

| Pennsylvania | | | | | | 1 | | | | | | 451 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | | | | | | | | | | 114 | | | | | | | | |

| Barge Docks *(mbpd)* | | | | | | | | | | | | | | | | | | | | | 2,010 | | |

| Refining Logistics(g) | | | | | | | | | | | | | | | | | | | | | 95,271 | | |

| Caverns | | | | | | | | | | | | | | | | | | | | | 4,764 | | |

(a)Capacity for the Barge Docks is shown as 100 percent of the throughput capacity.

Capacity for Tank Farms is shown as 100 percent of the available storage capacity.

Capacity for caverns is shown as the storage commitment in mbbls.

(g)Refining logistics assets primarily include tankage.

| Alaska | | | | | | 3 | | | | | | 1,572 | | |

| California | | | | | | 8 | | | | | | 3,483 | | |

| Florida | | | | | | 4 | | | | | | 3,383 | | |

| Idaho | | | | | | 3 | | | | | | 1,000 | | |

| Illinois | | | | | | 4 | | | | | | 1,124 | | |

| Indiana | | | | | | 6 | | | | | | 3,217 | | |

| Ohio | | | | | | 12 | | | | | | 3,200 | | |

| California | | | | | | 3 | | | | | | 786 | | |

| Marcellus Operations | | | | | | 6,320 | | | | | | 5,639 | | | | | | 91 | | % |

| Utica Operations | | | | | | 1,325 | | | | | | 482 | | | | | | 36 | | % |

| Southwest Operations(b)(c) | | | | | | 2,125 | | | | | | 1,301 | | | | | | 66 | | % |

| Bakken Operations | | | | | | 185 | | | | | | 149 | | | | | | 81 | | % |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 2,874 | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

The following table sets forth the location and capacity of our renewable fuel production facilities as of December 31, 2020.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location | | | | | | Capacity *(gallons per year)* | | |

| Cincinnati, Ohio | | | | | | 91 million | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| Alabama | | | | | | 392 | | |

| Colorado | | | | | | 12 | | |

| Florida | | | | | | 668 | | |

| Georgia | | | | | | 365 | | |

| Idaho | | | | | | 100 | | |

| Illinois | | | | | | 201 | | |

| Indiana | | | | | | 642 | | |

| Kentucky | | | | | | 515 | | |

| Mexico | | | | | | 261 | | |

| Michigan | | | | | | 779 | | |

| Minnesota | | | | | | 295 | | |

| Mississippi | | | | | | 105 | | |

| Ohio | | | | | | 819 | | |

| Virginia | | | | | | 160 | | |

| Total | | | | | | 7,090 | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| California | | | | | | 944 | | |

| Total | | | | | | 1,093 | | |

| Alaska | | | | | | 1 | | | | | | 206 | | |

| Ohio | | | | | | 1 | | | | | | 125 | | |

| Indiana | | | | | | 1 | | | | | | 120 | | |

| Kentucky | | | | | | 4 | | | | | | 548 | | |

| Ohio | | | | | | 4 | | | | | | 1,006 | | |

| Pennsylvania | | | | | | 1 | | | | | | 355 | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | | | | | | | | | | | | | | | | | | | 117 | | | | | | | | |

| Barge Docks *(thousand barrels)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,490 | | |

| Refinery Logistics - tank storage(g) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 96,357 | | |

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February [removed: 12, 2021,] [added: 15, 2022,] there were [removed: 30,210] [added: 28,357] registered holders of our common stock.

The following table sets forth a summary of our purchases during the quarter ended December 31, [removed: 2020,] [added: 2021,] of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

| Period | | | [added: | | |] Total Number of Shares Purchased(a) | | | | | | Average Price Paid per Share(b) | | | | | | 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(c) | | |

(a)The amounts in this column include [removed: 5,973, 256] [added: 2,980, 68] and [removed: 35,811] [added: 0] shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in October, November and December, respectively.

(b)Amounts in this column reflect the weighted average price paid for shares [added: repurchased under our share repurchase authorizations and for shares] tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.

These share [removed: purchase] [added: repurchase] authorizations have no expiration date.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | Millions of Dollars | | |

| 10/01/2021-10/31/2021 | | | | | | 7,999,599 | | | | | | $ | 65.67 | | | | | 7,996,619 | | | | | | $ | 7,517 | |

| 11/01/2021-11/30/2021 | | | | | | 16,968,226 | | | | | | 63.95 | | | | | | 16,968,158 | | | | | | 6,432 | | |

| 12/01/2021-12/31/2021 | | | | | | 18,475,376 | | | | | | 63.16 | | | | | | 18,475,376 | | | | | | 5,265 | | |

| Total | | | | | | 43,443,201 | | | | | | 63.93 | | | | | | 43,440,153 | | | | | | | | |

The weighted average price includes commissions paid to brokers during the quarter.

On May 14, 2021, we announced that our board of directors had approved an additional $7.1 billion share repurchase authorization.

On February 2, 2022, we announced that our board of directors had approved an additional $5 billion share repurchase authorization, which authorization is not reflected in this column.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10/01/2020-10/31/2020 | | | 5,973 | | | | | | $ | 28.19 | | | | | — | | | | | | $ | 2,954,604,016 | |

| 11/01/2020-11/30/2020 | | | 256 | | | | | | 30.18 | | | | | | — | | | | | | 2,954,604,016 | | |

| 12/01/2020-12/31/2020 | | | 35,811 | | | | | | 40.76 | | | | | | — | | | | | | 2,954,604,016 | | |

| Total | | | 42,040 | | | | | | 38.91 | | | | | | — | | | | | | | | |

The share repurchase authorization announced on April 30, 2018, together with prior authorizations, results in a total of $18 billion of share repurchase authorizations since January 1, 2012.

[Table of](#i1c05fc075bbb406995cc98ea615694fa_7) [Contents](#i1c05fc075bbb406995cc98ea615694fa_7)

| | | | [added: | | |] Page | | |

| [MANAGEMENT’S [removed: RESPONSIBLITIES] [added: RESPONSIBILITIES] FOR FINANCIAL [removed: STATEMENTS](#i1c05fc075bbb406995cc98ea615694fa_160)] [added: STATEMENTS](#i8719292088914d02a4ae995b6859a33e_130)] | | | [removed: [90](#i1c05fc075bbb406995cc98ea615694fa_160)] | | | [added: [72](#i8719292088914d02a4ae995b6859a33e_130) | | |]

| [MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING](#i1c05fc075bbb406995cc98ea615694fa_163)] [added: REPORTING](#i8719292088914d02a4ae995b6859a33e_133)] | | | [removed: [90](#i1c05fc075bbb406995cc98ea615694fa_163)] | | | [added: [72](#i8719292088914d02a4ae995b6859a33e_133) | | |]

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#i1c05fc075bbb406995cc98ea615694fa_166)] [added: F](#i8719292088914d02a4ae995b6859a33e_136)[I](#i8719292088914d02a4ae995b6859a33e_136)[R](#i8719292088914d02a4ae995b6859a33e_136)[M](#i8719292088914d02a4ae995b6859a33e_136)] | | | [removed: [91](#i1c05fc075bbb406995cc98ea615694fa_166)] [added: (PCAOB ID 238)] | | | [added: [73](#i8719292088914d02a4ae995b6859a33e_136) | | |]

| AUDITED CONSOLIDATED FINANCIAL STATEMENTS: | | | | | | [added: | | |]

| [CONSOLIDATED STATEMENTS OF [removed: INCOME](#i1c05fc075bbb406995cc98ea615694fa_172)] [added: INCOME](#i8719292088914d02a4ae995b6859a33e_142)] | | | [removed: [95](#i1c05fc075bbb406995cc98ea615694fa_172)] | | | [added: [75](#i8719292088914d02a4ae995b6859a33e_142) | | |]

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME](#i1c05fc075bbb406995cc98ea615694fa_175)] [added: INCOME](#i8719292088914d02a4ae995b6859a33e_145)] | | | [removed: [96](#i1c05fc075bbb406995cc98ea615694fa_175)] | | | [added: [76](#i8719292088914d02a4ae995b6859a33e_145) | | |]

| [CONSOLIDATED BALANCE [removed: SHEETS](#i1c05fc075bbb406995cc98ea615694fa_181)] [added: SHEETS](#i8719292088914d02a4ae995b6859a33e_148)] | | | [removed: [97](#i1c05fc075bbb406995cc98ea615694fa_181)] | | | [added: [77](#i8719292088914d02a4ae995b6859a33e_148) | | |]

| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i1c05fc075bbb406995cc98ea615694fa_187)] [added: FLOWS](#i8719292088914d02a4ae995b6859a33e_151)] | | | [removed: [98](#i1c05fc075bbb406995cc98ea615694fa_187)] | | | [added: [78](#i8719292088914d02a4ae995b6859a33e_151) | | |]

| [CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING [removed: INTEREST](#i1c05fc075bbb406995cc98ea615694fa_190)] [added: INTEREST](#i8719292088914d02a4ae995b6859a33e_154)] | | | [removed: [100](#i1c05fc075bbb406995cc98ea615694fa_190)] | | | [added: [80](#i8719292088914d02a4ae995b6859a33e_154) | | |]

| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i1c05fc075bbb406995cc98ea615694fa_196)] [added: STATEMENTS](#i8719292088914d02a4ae995b6859a33e_157)] | | | [removed: [101](#i1c05fc075bbb406995cc98ea615694fa_196)] | | | [added: [81](#i8719292088914d02a4ae995b6859a33e_157) | | |]

| /s/ Michael J. Hennigan | | | | | | /s/ Maryann T. Mannen | | | | | | /s/ [removed: John J. Quaid] [added: C. Kristopher Hagedorn] | | |

| *Michael J. Hennigan President and Chief Executive Officer* | | | | | | *Maryann T. Mannen Executive Vice President and Chief Financial Officer* | | | | | | [removed: *John J. Quaid] [added: *C. Kristopher Hagedorn] Senior Vice President and Controller* | | |

An evaluation of the design and effectiveness of our internal control over financial reporting, based on the framework in *Internal [removed: Control*] [added: Control] – [removed: *Integrated] [added: Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, was conducted under the supervision and with the participation of management, including our chief executive officer and chief financial officer.

Based on the results of this evaluation, MPC’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of MPC’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Marathon Petroleum Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, of comprehensive income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

The cash flows associated with these assets were significantly impacted by the effects of [added: the] COVID-19 [added: pandemic] and commodity price [removed: declines in the first quarter and continued unfavorable macroeconomic conditions in the second quarter.][added: declines.]

The principal considerations for our determination that performing procedures relating to the [removed: long-lived asset recoverability tests] [added: goodwill impairment test] of the [removed: refinery asset groups performed by management in the first and second quarters] [added: Crude Gathering reporting unit] of [removed: 2020] [added: the Midstream segment] is a critical audit matter are (i) the significant judgment by management when [removed: developing] [added: determining] the [removed: undiscounted estimated pretax cash flows] [added: fair value] of the [removed: refinery asset groups;] [added: reporting unit;] and (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating [added: audit evidence relating to] management’s [removed: recoverability tests and the] significant assumption related to [removed: allocation of Refining & Marketing segment cash flows to individual refinery asset groups.][added: future volumes.]

These procedures also included, among others (i) testing management’s process for [removed: developing] [added: determining] the [removed: undiscounted estimated pretax cash flows utilized for] [added: fair value of] the [removed: recoverability tests;] [added: reporting unit;] (ii) evaluating the appropriateness of the [removed: undiscounted estimated pretax cash flow model] [added: income and market approaches] used; (iii) testing the completeness and accuracy of underlying data used by management in the [removed: model;] [added: approaches;] and (iv) evaluating the reasonableness of the significant assumption related to [removed: the allocation of Refining & Marketing segment cash flows to individual refineries.][added: future volumes.]

As described in [removed: Notes 7 and 19] [added: Note 18] to the consolidated financial statements and as disclosed by management, the Company’s consolidated goodwill balance was [removed: $8,256 million] [added: $8.3 billion] as of December 31, [removed: 2020,] [added: 2021,] which includes, within the Midstream segment, the goodwill associated with MPLX’s Crude Gathering reporting unit of $1.1 billion.

[removed: Management] [added: MPC] annually evaluates goodwill for impairment as of November 30, as well as whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount.

The fair [removed: values] [added: value] of the [added: MPLX Crude Gathering] reporting [removed: units were] [added: unit was] determined based on applying both a discounted cash flow method, or income approach, as well as a market approach.

Significant assumptions that were used to estimate the [removed: MPLX Eastern Gathering and Processing and MPLX Crude Gathering] reporting [removed: units’] [added: unit’s] fair [removed: values] [added: value] under the discounted cash flow method included management’s best estimates of the discount rate, as well as estimates of future cash flows, which are impacted primarily by producer customers’ development plans, which impact future volumes and capital requirements.