Marathon Petroleum (MPC) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic has had, and may continue to have, a material and adverse effect on our [added: and our customers’] business and on general economic, financial and business conditions.

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

[removed: Significant] [added: While demand for the petroleum products that we manufacture, sell, transport and store witnessed a substantial recovery in 2022, 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.

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; [added: the stress on access to materials, supplies] and [added: contract labor; and] general economic conditions.

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

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Our operations are subject to business interruptions, such as scheduled and unscheduled refinery turnarounds, unplanned maintenance, explosions, fires, refinery or pipeline releases, [added: product quality incidents,] power outages, severe weather, labor disputes, acts of terrorism, or other natural or man-made disasters.

[added: 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.

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

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 or limited because of weather events, accidents, [added: labor disputes,] governmental regulations or third-party actions.

Severe weather [removed: events and] [added: events,] other climate conditions [added: and earth movement and other geological hazards] may adversely affect our [removed: facilities] [added: assets] and ongoing operations.

Our [removed: facilities] [added: assets] are subject to acute physical risks, such as floods, hurricane-force winds, [removed: wildfires and] [added: wildfires,] winter storms, and [added: earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface conditions, and] chronic physical risks, such as sea-level rise or water shortages.

We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and [removed: processes available to mitigate such risks.]

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, [added: supply chain disruptions,] duties and tariffs, transportation delays, difficulty in enforcing contractual provisions, import and export controls, changes in governmental policies, political and social unrest, security issues involving key personnel and changing regulatory and political environments.

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

At December 31, [removed: 2021,] [added: 2022,] our total debt obligations for borrowed money and finance lease obligations were [removed: $25.95] [added: $27.08] billion, including [removed: $18.91] [added: $20.11] billion of obligations of MPLX and its subsidiaries.

As of December 31, [removed: 2021,] [added: 2022,] our balance sheet reflected [removed: $8.3] [added: $8.2] billion and [removed: $2.2] [added: $1.9] billion of goodwill and other intangible assets, respectively.

Large capital projects can [added: be subject to delays,] take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns.

If we were unable to make up the delays associated with such factors or to recover the related costs, or if market conditions change, it could materially and adversely affect our [added: capital project returns and our] business, financial condition, results of operations and cash flows.

- climate change and [removed: greenhouse gas] [added: GHG] emissions,

From time to time, the President and members of the U.S. Congress propose and consider substantive changes to the existing U.S. federal income tax [added: laws that would affect publicly traded partnerships, including proposals that would eliminate MPLX’s ability to qualify for partnership tax treatment.]

Climate change and [removed: greenhouse gas] [added: GHG] emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could affect our results of operations and financial condition.

Currently, multiple legislative and regulatory measures to address [removed: greenhouse gas] [added: GHG] (including carbon dioxide, methane and nitrous oxides) and other emissions are in various phases of consideration, promulgation or implementation.

These include actions to develop international, federal, regional or statewide programs, which could require reductions in our [removed: greenhouse gas] [added: GHG] or other emissions, establish a carbon tax and decrease the demand for refined products.

Increasing concerns about climate change and carbon intensity have also resulted in societal concerns and a number of international and national measures to limit [removed: greenhouse gas] [added: GHG] emissions.

[removed: 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 [removed: greenhouse gas] [added: GHG] emissions and climate change.

A higher social cost of carbon could support more stringent [removed: greenhouse gas] [added: GHG] emission regulation.

The scope and magnitude of the changes to U.S. climate change strategy under the Biden administration and future administrations, however, remain subject to the passage of legislation and interpretation and action of federal and state regulatory bodies; therefore, the impact to our industry and operations due to [removed: greenhouse gas] [added: GHG] regulation is unknown at this time.

For example, the Dakota Access Pipeline, in which MPLX has a minority interest, has been subject [removed: to litigation] [added: to, and may] in [removed: which plaintiffs sought] [added: the future be subject to, litigation seeking] a permanent shutdown of the pipeline.

However, policy decisions relating to the production, refining, transportation, storage and marketing of carbon-based fuels are subject to political pressures and the influence [removed: and protests] of [removed: environmental] [added: public sentiment on GHG emissions, climate change,] and [removed: other special interest groups.][added: climate adaptation.]

The approval process for storage and transportation projects has become increasingly challenging, due in part to state and local concerns related to pipelines, negative public perception regarding the oil and gas industry, and concerns regarding [removed: greenhouse gas] [added: GHG] emissions downstream of pipeline operations.

In recent years, increasing attention has been given to corporate activities related to [removed: environmental, social and governance (“ESG”)] [added: ESG] matters in public discourse and the investment community.

Approximately [removed: 3,762] [added: 3,755] of our employees are covered by collective bargaining agreements.

[removed: The remaining 1,217 hourly represented] [added: Approximately 2,545 refinery] employees are covered by collective bargaining agreements with expiration dates ranging from [removed: 2022] [added: 2023] to [removed: 2026.][added: 2027.]

[removed: If we fail to maintain compliance with the Maritime Laws, we] would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade.

Certain of our facilities are located on Native American tribal lands and are subject to various federal and tribal approvals and regulations, which can increase our costs and delay or prevent our efforts to conduct [removed: planned] operations.

One or more of these factors [added: has in the past and] may [added: in the future] increase our cost of doing business on Native American tribal lands and impact the viability of, or prevent or delay our ability to conduct operations on such lands.

We are subject to extensive tax liabilities, including [removed: federal and] [added: federal,] state [added: and local] income [removed: taxes, transactional taxes,] [added: taxes in the United States] and [added: in foreign jurisdictions, and, transactional,] payroll, franchise, withholding and property taxes.

New tax laws and regulations and changes [removed: in existing] [added: in, interpretations of, and guidance regarding] tax laws and [removed: regulations] [added: regulations, including impacts of the Tax Cuts and Jobs Act of 2017, the Coronavirus Aid, Relief, Economic Security Act of 2020, and the Inflation Reduction Act of 2022,] could result in increased expenditures by us for tax liabilities in the future and could materially and adversely impact our financial condition, results of operations and cash flows.

At the direction of President Biden in his Executive Order setting a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles, EPA and NHTSA have promulgated separate rules setting more stringent requirements for reductions through model year 2026.

NHTSA’s amended CAFE standards increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 and ten percent annually for model year 2026.

EPA’s revised model year 2023-2026 CO2 emission standards, which were finalized in December 2021, result in average fuel economy of 40 mpg in model year 2026.

Technological breakthroughs relating to renewable fuels or other fuel alternatives such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for petroleum-based transportation fuels.

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processes available to mitigate such risks.

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The Executive Order also calls for the federal government to pause oil and gas leasing on federal lands, reduce methane

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Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price.

Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures regarding climate-related initiatives.

In 2022, MPC established a target to reduce GHG emissions and MPLX established a target to reduce methane emissions intensity.

These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.

Our efforts to accomplish and accurately report on these goals and objectives, which may be, in part, dependent on the actions of suppliers and other third parties, present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material negative impact, including on our reputation and stock price.

Efforts to achieve goals and targets, such as the foregoing and future internal climate-related initiatives, may increase costs, require purchase of carbon credits, or limit or impact our business plans and financial results, potentially resulting in the reduction

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to the economic end-of-life of certain assets and an impairment of the associated net book value, among other material adverse impacts.

Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s proposed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.

Our failure or perceived failure to pursue or fulfill such goals and targets or to satisfy various reporting standards within the timelines we announce, or at all, could have a negative impact on investor sentiment, ratings outcomes for evaluating our approach to ESG matters, stock price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.

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For example, we are subject to ongoing litigation regarding trespass claims relating to a portion of the Tesoro High Plains pipeline in North Dakota.

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Following the Speedway sale, our diminished diversification of revenue sources may adversely affect our results of operations and financial condition.

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In addition, we are subject to the examination of our returns by taxing authorities.

We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes.

Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition and results of operations and could subject us to interest and penalties.

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

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.

In March 2020, the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Transportation’s National Highway Traffic Safety Administration (“NHTSA”) released the final Safer Affordable Fuel-Efficient (“SAFE”) Vehicles Rule setting corporate average fuel economy (“CAFE”) and carbon dioxide (“CO2”) standards for model years 2021 through 2026 passenger cars and light trucks.

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

In 2020, California’s governor issued an executive order requiring all new passenger vehicles sold in the state be zero-emission by 2035.

MPLX operates a fleet of boats and barges to

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.

The expected phase out of LIBOR could impact the interest rates paid on our variable rate indebtedness and could cause our interest expense to increase.

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.

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.

Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other reforms may materially adversely affect the trading market for securities linked to such benchmarks.

Furthermore, the use of alternative reference rates or other reforms could cause the market value of, the applicable interest rate on and the amount of interest paid on our floating rate indebtedness to be materially different than expected and could materially adversely impact our ability to refinance such floating rate indebtedness or raise future indebtedness on a cost effective basis.

Restricted access to capital markets and/or increased borrowing costs could have an adverse effect on our results of operations, cash flows, financial condition and liquidity.

laws that would affect publicly traded partnerships, including proposals that would eliminate MPLX’s ability to qualify for partnership tax treatment.

For example, the Biden Administration’s May 2021 budget proposal included a proposal that would have repealed the application of the qualifying income exception to partnerships with income and gains from activities relating to fossil fuels for taxable years beginning after 2026.

Approximately 2,545 refinery employees are covered by collective bargaining agreements that were set to expire on January 31, 2022, but have been extended by mutual agreement, subject to a 24-hour written notice of cancellation by either party.

For example, approximately 170 workers at our St. Paul Park refinery were on strike from January 21, 2021 until July 5, 2021.

We may fail to realize all of the anticipated benefits of the Speedway sale.

We may not realize some or all the expected benefits of the sale.

For example, we may be unable to utilize fully the proceeds from the sale as anticipated or capture the value we expect from our plans to strengthen our balance sheet and return capital to our shareholders.

Additionally, many tax liabilities are subject to periodic audits by taxing authorities, and such audits could subject us to interest and penalties.

[removed: While we have seen improved results through 2021, we] [added: We] are unable to predict the potential effects that [removed: further] resurgences of COVID-19 [added: or the continuance or escalation of the military conflict between Russia and Ukraine, and related sanctions or market disruptions,] may have on our financial position and results.

With our [removed: investments] [added: investments,] we are focused on high returning projects that we believe will enhance the competitiveness of our portfolio, including our investments in sustainable fuels and technologies that lower our carbon intensity as the global energy mix evolves.

We are focused on leveraging advantaged raw material selection, new approaches in the commercial space to be more dynamic amidst changing market [removed: conditions,] [added: conditions] and achieving technology improvements to advance our commercial performance.

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On [removed: February 2, 2022,] [added: January 31, 2023,] we announced our board of directors approved an incremental $5.0 billion share repurchase authorization.

The [removed: authorization has] [added: authorizations have] no expiration date.

As of December 31, [removed: 2021,] [added: 2022,] MPC had [removed: $5.27] [added: $3.33] billion remaining under its share repurchase [removed: authorizations prior to this additional authorization.][added: authorizations.]

[added: -] During 2021, we reduced debt through the following actions:

[removed: As envisioned, the Martinez] [added: The] facility [removed: would start] [added: is expected to ramp up to] producing [removed: approximately 260] [added: 730] million gallons per year [removed: of renewable diesel] by the [removed: second half] [added: end] of [removed: 2022,] [added: 2023,] with pretreatment capabilities coming online in 2023.

Financial Statements and Supplementary Data [removed: – Note14.][added: - Note 7.]

Select results for continuing operations for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are reflected in the following table.

| *(In millions)* | | | | | | [added: | | | 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Refining & [removed: Marketing(a)] [added: Marketing income (loss) from operations] | | | | | | [added: | | |] $ | [added: 16,437 | | | | | $ |] 1,016 | | | | | $ | (5,189) | |

| [removed: Corporate] [added: Corporate(a)] | | | | | | [added: $ | (753) | | | | | $ |] (696) | | | | | [added: $] | (800) | | [removed: |]

| [removed: Items] [added: Total items] not allocated to [removed: segments:] [added: segments] | | | | | | [added: $] | [added: 1,323] | | | | | [added: $] | [added: (25)] | | [added: | | | $ | (9,966) | |]

| Restructuring [removed: expenses(c)] [added: expenses] | | | | | | — | | | | | | [added: — | | | | | | — | | | | | | 367 | | | | | |] (367) | | |

| Litigation | | | | | | [removed: —] [added: 27] | | | | | | [removed: 84] [added: —] | | |

| Gain on sale of [removed: assets] [added: assets(a)] | | | | | | [removed: —] [added: 1,058] | | | | | | [removed: 66] [added: —] | | |

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

| Income (loss) from continuing operations | | | | | | [added: 21,469 | | | | | |] 4,300 | | | | | | [added: 17,169 | | | | | |] (12,247) | | | [added: | | | 16,547 | | |]

| Net interest and other financial costs | | | | | | [added: 1,000 | | | | | |] 1,483 | | | | | | [added: (483) | | | | | |] 1,365 | | | [added: | | | 118 | | |]

| Income (loss) from continuing operations before income taxes | | | | | | [added: 20,469 | | | | | |] 2,817 | | | | | | [added: 17,652 | | | | | |] (13,612) | | | [added: | | | 16,429 | | |]

| Provision (benefit) for income taxes on continuing operations | | | | | | [added: 4,491 | | | | | |] 264 | | | | | | [added: 4,227 | | | | | |] (2,430) | | | [added: | | | 2,694 | | |]

| Income (loss) from continuing operations, net of tax | | | | | | [removed: $] [added: 15,978] | [added: | | | | |] 2,553 | | | | | [removed: $] | [added: 13,425 | | | | | |] (11,182) | | [added: | | | | 13,735 | | |]

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

| Gain on sale of assets | | | | | | [removed: 11,682] [added: $] | [added: 1,058] | | | | | [added: $ |] — | | | [added: | | $ | 66 | |]

| Net interest and other financial costs | | | | | | [removed: 6] [added: (1,000)] | | | | | | [removed: 20] [added: (1,483)] | | |

| Income from [removed: discontinued] [added: continuing] operations before income taxes | | | | | | [removed: 12,243] [added: $] | [added: 20,469] | | | | | [removed: 1,567] [added: 2,817] | | |

| Income from discontinued operations, net of tax | | | | | | [removed: $] [added: 72] | [added: | | | | |] 8,448 | | | | | [removed: $] | [added: (8,376) | | | | | |] 1,205 | | [added: | | | | 7,243 | | |]

The following table includes net income [removed: (loss)] per diluted share data.

| Net income [removed: (loss)] per diluted share | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Continuing operations | | | | | | $ | [removed: 2.02] [added: 27.98] | | | | | $ | [removed: (16.99)] [added: 2.02] | |

| Discontinued operations | | | | | | [removed: 13.22] [added: 0.14] | | | | | | [removed: 1.86] [added: 13.22] | | |

| Net income [removed: (loss)] attributable to MPC | | | | | | $ | [removed: 15.24] [added: 28.12] | | | | | $ | [removed: (15.13)] [added: 15.24] | |

Net income attributable to MPC increased $19.56 [removed: billion, or $30.37 per diluted share,] [added: billion] in 2021 compared to 2020 primarily due to the gain on the sale of Speedway, the absence of impairment expenses and a LIFO liquidation charge and increases in average refined product sales prices and volumes, partially offset by a partial period of income from discontinued operations due to the sale of the Speedway business on May 14, 2021.

Refer to the Results of Operations section for a discussion of financial results by segment for the three years ended December 31, [removed: 2021.][added: 2022.]

We received limited partner distributions of [removed: $2.16] [added: $1.87] billion and [removed: $1.79] [added: $2.16] billion from MPLX during [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The [removed: increase] [added: decrease] in [removed: 2021] [added: 2022] is primarily due to a [removed: special] [added: supplemental] distribution amount of $0.5750 per common unit in the third quarter of [removed: 2021.][added: 2021 that did not recur in 2022.]

We owned approximately 647 million MPLX common units at December 31, [removed: 2021] [added: 2022] with a market value of [removed: $19.16] [added: $21.26] billion based on the December [removed: 31, 2021] [added: 30, 2022] closing unit price of [removed: $29.59.][added: $32.84.]

On January 25, [removed: 2022,] [added: 2023,] MPLX declared a quarterly cash distribution of [removed: $0.7050] [added: $0.7750] per common unit, which was paid February 14, [removed: 2022.][added: 2023.]

For the year ended December 31, 2022, our results were favorably impacted by the continuing recovery in the environment in which our business operates.

The increase in global demand for refined products and global commodity supply constraints have contributed to increases in the market prices of petroleum-based transportation fuels and in Refining & Marketing margins and Midstream throughputs.

Supply has remained constrained for a variety of reasons, including, but not limited to, effects from refinery closures and disruptions in the crude oil and petroleum-based products markets resulting from the Russia-Ukraine conflict.

It remains uncertain how long these conditions may last or how severe they may become.

In 2022, data indicated a sharp rise in inflation in the U.S. and globally.

Current and future inflationary effects may be driven by, among other things, supply chain disruptions, governmental stimulus or fiscal policies and increasing demand for certain goods and services as recovery from the COVID-19 pandemic continues.

We have observed higher costs for feedstocks, labor and materials used in our business.

We cannot predict the effect of rising interest rates, the concerns of a recession and higher inflation and fuel prices on demand for our products and services.

Specifically, in 2022, we were the first among U.S. independent refiners to establish a 2030 target to reduce absolute Scope 3 - Category 11 GHG emissions.

This goal added to our existing targets for reducing Scope 1 & 2 GHG emissions intensity, for lowering methane emissions intensity and for lowering our freshwater withdrawal intensity.

Additionally, MPLX is progressing towards meeting its 2025 and 2030 methane intensity reduction goals, as well as its biodiversity target, by applying sustainable landscapes to its compatible right of ways.

Martinez Renewable Fuels Project Joint Venture

On September 21, 2022, MPC closed on the formation of the Martinez Renewable joint venture.

The partnership is structured as a 50/50 joint venture with Neste expected to contribute a total of $1 billion.

These contributions will continue into 2023.

At the closing date, MPC contributed property, plant and equipment, inventory, and working capital valued at $1.47 billion and Neste contributed $728 million in cash.

MPC recorded a gain of $549 million resulting from the difference between the carrying value and fair value of the contributed property, plant and equipment and inventory.

Subsequent to the closing, the joint venture paid a special distribution to MPC of $500 million, which is reflected as a return of capital in MPC’s consolidated statements of cash flows.

At December 31, 2022, MPC’s investment value in the entity is approximately $1.07 billion.

MPC will continue to manage project execution and operate the facility once construction is complete.

The annual feedstock supply requirements are split between the joint venture partners, which include specific commitments to supply advantaged feedstocks.

The annual production output will be shared evenly between the joint venture partners, and each partner will have the ability to market its share of the products.

The joint venture, being optimally located to strengthen both partners' footprint in renewable fuels, will utilize existing processing infrastructure and diverse inbound and outbound logistics.

This strategic partnership is expected to advance the current project objectives of delivering low carbon intensity fuels to support California's climate goals.

MPC and Neste will leverage their complementary core competencies in the joint venture.

MPC brings experience in renewable diesel facility conversion, large capital project execution and operating expertise in the California market.

Neste brings knowledge in sustainable feedstock sourcing and in renewable liquid fuels production.

The joint venture reflects both partners' commitment to obtain low carbon intensity feedstocks to achieve the project objectives of providing fuels that meet the demand driven by the Low Carbon Fuel Standard.

Share Repurchase Authorization

On January 31, 2023, the company announced that its Board of Directors had approved an incremental $5.0 billion share repurchase authorization.

Future repurchases under this incremental authorization will depend on the macro environment, cash available after opportunities for capital investment and growth of the business and market conditions.

This authorization is in addition to a $5.0 billion share repurchase authorization announced on August 2, 2022 and a $5.0 billion share repurchase authorization announced on February 2, 2022.

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We have modified our presentation of segment performance to be consistent with this change, including prior periods presented for consistent and comparable presentation.

Amounts included in net income and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) provision for income taxes; (iii) net interest and other financial costs; (iv) noncontrolling interests; (v) turnaround expenses and (vi) other adjustments as deemed necessary.

These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.

| *(Millions of dollars)* | | | | | | 2022 | | | | | | 2021 | | |

| Segment adjusted EBITDA for reportable segments | | | | | | | | | | | | | | |

| Refining & Marketing | | | | | | $ | 19,261 | | | | | $ | 3,518 | |

| Midstream | | | | | | 5,772 | | | | | | 5,410 | | |

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.

In connection with our commitment to lower cost and strengthen the competitive position of our assets, in the third quarter of 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.

These actions included indefinitely idling the Gallup refinery, initiating actions to strategically reposition the Martinez refinery to a renewable diesel facility and the approval of an involuntary workforce reduction plan.

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

Many uncertainties remain with respect to COVID-19, and we are unable to predict the ultimate economic impacts from COVID-19 and how quickly the U.S. and economies around the world can recover once the pandemic ultimately subsides.

However, the adverse impact of the economic effects on MPC have been and may continue to be significant.

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 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.

MPC remains committed to executing its plan to use the net proceeds from the sale to strengthen the balance sheet and return capital to shareholders.

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.

- 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.

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.

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.

Effective Tax Rate

Our effective income tax rate is affected by the weighting of income from our wholly owned operations versus net income attributable to noncontrolling interests.

Additionally, tax rate differences can arise from non-forecasted discrete items.

During operating environments when refining margins approximate historical averages, we generally expect our effective tax rate to be between 18 percent and 21 percent, excluding discrete tax items.

A reconciliation of the statutory tax rate of 21 percent to our

effective tax rate of 9 percent for the period ended December 31, 2021 is included in Item 8.

As of December 31, [removed: 2021,] [added: 2022,] 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.

The majority of these derivatives are exchange-traded [removed: contracts] [added: contracts,] but we also enter into over-the-counter swaps, options and over-the-counter options.

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The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

| *(In millions)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Realized [removed: gain (loss)] [added: loss] on settled derivative positions | | | $ | [removed: (359)] [added: (93)] | | | | | $ | [removed: 69] [added: (359)] | |

| Unrealized gain (loss) on open net derivative positions | | | [removed: (21)] [added: 35] | | | | | | [removed: 38] [added: (21)] | | |

| Net [removed: gain (loss)] [added: loss] | | | $ | [removed: (380)] [added: (58)] | | | | | $ | [removed: 107] [added: (380)] | |

Financial Statements and Supplementary Data – Note 21 for additional information on our open derivative positions at December 31, [removed: 2021.][added: 2022.]

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: 2021] [added: 2022] is provided in the following table.

| Refined products | | | [removed: (17)] [added: 67] | | | | | | [removed: (42)] [added: 169] | | | | | | [removed: 17] [added: (67)] | | | | | | [removed: 42] [added: (169)] | | |

| Blending products | | | [removed: (7)] [added: (16)] | | | | | | [removed: (17)] [added: (39)] | | | | | | [removed: 7] [added: 16] | | | | | | [removed: 17] [added: 39] | | |

| Soybean oil | | | [removed: (13)] [added: (11)] | | | | | | [removed: (31)] [added: (27)] | | | | | | [removed: 13] [added: 11] | | | | | | [removed: 31] [added: 27] | | |

Changes to the portfolio after December 31, [removed: 2021] [added: 2022] 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: 2021] [added: 2022] is provided in the following table.

| *(In millions)* | | | | | | Fair Value(a) | | | | | | Change in Fair Value(b) | | | | | | Change in Net Income for the [removed: Twelve Months Ended] [added: Year ended] December 31, [removed: 2021(c)] [added: 2022(c)] | | |

| Variable-rate | | | | | | $ | [removed: 300] [added: —] | | | | | — | | | | | | $ | [removed: 16] [added: —] | |

(b)Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, [removed: 2021.][added: 2022.]

The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: Derivatives utilized] [added: We did not use derivatives] to hedge our market risk exposure to these foreign exchange rate fluctuations [removed: were not material] in [removed: 2021.][added: 2022.]

| As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | |

| Crude | | | $ | (109) | | | | | $ | (273) | | | | | $ | 109 | | | | | $ | 273 | |

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| Fixed-rate | | | | | | $ | 24,209 | | | | | $ | 1,901 | | | | | n/a | | |

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

| Crude | | | $ | 7 | | | | | $ | 17 | | | | | $ | (7) | | | | | $ | (17) | |

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 | | |

Marathon Petroleum Corporation (“MPC”) has [removed: over 130] [added: 135] years of history in the energy business, and is a leading, integrated, downstream energy company.

As of December 31, [removed: 2021,] [added: 2022,] we owned the general partner of MPLX and approximately [removed: 64] [added: 65] percent of the outstanding MPLX common units.

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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: 2,887] [added: 2,898] mbpcd.

During [removed: 2020,] [added: 2022,] our refineries processed [removed: 2,418] [added: 2,761] mbpd of crude oil and [removed: 165] [added: 190] mbpd of other charge and blendstocks.

We produce numerous refined products, ranging from transportation fuels, such as reformulated gasolines, blend-grade gasolines intended for blending with ethanol and ULSD fuel, to heavy fuel oil [removed: and asphalt.]

Gulf Coast Region [removed: (1,178] [added: (1,189] mbpcd)

Our Galveston Bay refinery is [removed: our largest refining complex, and is] a combination of our former Texas City refinery and Galveston Bay refinery.

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

Approximately [removed: 45] [added: 48] percent of the power generated in [removed: 2021] [added: 2022] was used at the refinery, with the remaining electricity being sold into the electricity grid.

Garyville, Louisiana Refinery [removed: (585] [added: (596] mbpcd)

The Garyville refinery is configured to process a wide variety of crude oils into gasoline, distillates, [removed: petrochemicals, feedstocks, asphalt, propane] [added: NGLs] and [added: petrochemicals,] heavy fuel [removed: oil.][added: oil, asphalt and propane.]

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

The Robinson refinery processes sweet and sour crude oils into gasoline, distillates, [removed: feedstocks, propane, petrochemicals] [added: NGLs] and [added: petrochemicals, propane and] heavy fuel oil.

The Detroit refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, [removed: feedstocks,] [added: NGLs and] petrochemicals, propane and heavy fuel oil.

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

The St. Paul Park refinery processes sweet and heavy sour crude and manufactures gasoline, distillates, asphalt, [removed: petrochemicals,] propane, heavy fuel oil and [removed: feedstocks.][added: NGLs and petrochemicals.]

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

[removed: The] [added: Our] Mandan refinery is located outside of Bismarck, North Dakota.

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

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

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

The Anacortes refinery processes Canadian crude, domestic crude from North Dakota and [added: the] Alaska North Slope and international crudes to manufacture gasoline, distillates, heavy fuel oil, [removed: feedstocks,] propane and [added: NGLs and] petrochemicals.

The Kenai refinery processes mainly Alaska domestic crude, domestic crude from North Dakota, along with limited international crude and manufactures distillates, gasoline, heavy fuel oil, [removed: feedstocks,] asphalt, propane and [added: NGLs and] petrochemicals.

| (*mbpd*) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| [removed: Gasoline] [added: Gasoline(a)] | | | | | | [removed: 1,446] [added: 1,494] | | | | | | [removed: 1,314] [added: 1,446] | | | | | | [removed: 1,560] [added: 1,314] | | |

| Distillates(a) | | | | | | [removed: 965] [added: 1,079] | | | | | | [removed: 905] [added: 965] | | | | | | [removed: 1,087] [added: 905] | | |

| [removed: Feedstocks] [added: NGLs] and petrochemicals(a) | | | | | | [removed: 250] [added: 178] | | | | | | [removed: 244] [added: 250] | | | | | | [removed: 315] [added: 244] | | |

| Asphalt | | | | | | [removed: 91] [added: 89] | | | | | | [removed: 81] [added: 91] | | | | | | [removed: 87] [added: 81] | | |

| Propane | | | | | | [removed: 52] [added: 70] | | | | | | [removed: 51] [added: 52] | | | | | | [removed: 55] [added: 51] | | |

| Heavy fuel oil | | | | | | [removed: 31] [added: 73] | | | | | | [removed: 28] [added: 31] | | | | | | [removed: 49] [added: 28] | | |

| Total | | | | | | [removed: 2,835] [added: 2,983] | | | | | | [removed: 2,623] [added: 2,835] | | | | | | [removed: 3,153] [added: 2,623] | | |

| United States | | | | | | [removed: 1,890] [added: 1,895] | | | | | | [removed: 1,650] [added: 1,890] | | | | | | [removed: 1,962] [added: 1,650] | | |

| Canada | | | | | | [removed: 445] [added: 539] | | | | | | [removed: 442] [added: 445] | | | | | | [removed: 541] [added: 442] | | |

| Middle East and other international | | | | | | [removed: 286] [added: 327] | | | | | | [removed: 326] [added: 286] | | | | | | [removed: 399] [added: 326] | | |

| Total | | | | | | [removed: 2,621] [added: 2,761] | | | | | | [removed: 2,418] [added: 2,621] | | | | | | [removed: 2,902] [added: 2,418] | | |

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

[removed: As envisioned, the Martinez] [added: The] facility [removed: would start] [added: is expected to ramp up to] producing [removed: approximately 260] [added: 730] million gallons per year [removed: of renewable diesel] by the [removed: second half] [added: end] of [removed: 2022,] [added: 2023,] with pretreatment capabilities coming online in 2023.

Our wholly owned subsidiary, [removed: Virent,] [added: Virent Inc. (“Virent”),] operates an advanced biofuels facility in Madison, Wisconsin at which it is working to commercialize a process for converting biobased feedstocks into renewable fuels and chemicals.

These plants have a combined ethanol production capacity of approximately 475 million gallons per year and are managed by our joint venture partner, The [removed: Andersons.][added: Andersons, Inc. (“The Andersons”).]

and asphalt.

Additionally, we manufacture NGLs and petrochemicals and propane.

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On September 21, 2022, MPC closed on the formation of the Martinez Renewable Fuels joint venture (the “Martinez Renewable joint venture”), a partnership structured as a 50/50 joint venture with Neste Corporation (“Neste”).

During 2022, Virent continued to advance its technology to commercialization with demonstration activities in both the fuels and chemicals industries, including a demonstration flight with Gulfstream in a G650 aircraft in which one engine used 100 percent sustainable aviation fuel (“SAF”) that included Virent’s synthesized aromatic kerosene as a blending component to provide a 100 percent drop-in SAF that was fully compatible with today’s jet fuel specifications.

Additional demonstration projects included the introduction of bio-based polyester fabrics to applications in the airline, fashion and outdoor clothing industries.

Marketed volumes directly to end users such as branded retail stations were 2,355 mbpd and 2,338 mbpd for the years ended December 31, 2022 and 2021, respectively.

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| (*mbpd*) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

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Upon an appropriate showing, a shipper may also obtain reparations, from a pipeline, for damages sustained as a result of rates or terms which FERC deemed were not just and reasonable.

Such reparation damages may accrue from the complaint through the final order and during the two years prior to the filing of a complaint.

GHG Emissions

In its proposed methane emission rules for the oil and natural gas sector, the EPA significantly increased the social cost of GHG emissions in the cost and benefit analysis for the proposed rule.

A higher social cost could support more stringent GHG emission regulation in various rule makings from methane emissions to vehicle tailpipe emissions.

In January 2023, EPA published its proposal to lower the primary (health-based) fine particulate matter annual standard from its current level of 12.0 µg/m3 to within the range of 9.0 to 10.0 µg/m3.

EPA has not yet announced its decision on reconsideration of the ozone NAAQS.

We cannot predict the effects of the various state implementation plan requirements at this time.

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On December 7, 2021, EPA and the Army Corps issued a notice of proposed rulemaking with the stated purpose of repealing the 2020 Rule defining “waters of the United States” and adopting a rule largely based upon the definition adopted in 1986 with some revisions based upon subsequent United States Supreme Court rulings, in particular Rapanos v.

United States (2006) which produced two different tests for determining “waters of the United States,” the relatively permanent waters and significant nexus tests.

These HALs were updated in June 2022, when EPA also issued HALs for two additional PFAS substances.

On December 5, 2022, EPA issued to states and EPA regional offices a memorandum providing guidance for addressing PFAS discharges in wastewater and stormwater.

Also, EPA has indicated it intends to issue a notice of proposed rulemaking in 2023 that will establish national drinking water standards for PFOS and PFOA.

We cannot currently predict the impact of potential statutes or regulations on our operations.

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On September 6, 2022, EPA issued a notice of proposed rulemaking that would designate PFOS and PFOA as hazardous substances under CERCLA Section 102(a).

The NHTSA and EPA regulations have been challenged in court.

The California Air Resources Board followed this executive order by finalizing its Advanced Clean Car II regulation, which bans the sale of internal combustion engine vehicles in California in 2035.

The statutory volumes apply through calendar year 2022.

After calendar year 2022, the statute gives EPA the authority to set the annual volumes.

EPA has proposed annual volumes for 2023-2025 that increase the volume of renewable fuel that must be blended year over year.

The greatest increase in annual volumes arises from EPA’s proposal to approve a process in which electricity generated from renewable biomass used to fuel vehicles can generate a Renewable Identification Number (“eRIN”) under the RFS.

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CARB is currently holding a series of workshops to discuss potential changes to the LCFS, including increasing the stringency of the carbon intensity targets for 2030 and beyond.

EPA has proposed revisions to its RMP regulation.

The proposed revisions include a requirement that refineries with hydrofluoric acid alkylation units perform a safer technologies and alternatives analysis as part of the process hazard analysis and to document the feasibility of inherent safety measures.

Empowering our people and prioritizing

Recent Developments

Strategic Actions to Enhance Shareholder Value

Speedway Sale

MPC remains committed to executing its plan to use the net proceeds from the sale to strengthen the balance sheet and return capital to shareholders.

Additionally, we manufacture aromatics, propane, propylene and sulfur.

See Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional detail.

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

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.

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

Greenhouse Gas Emissions

The social cost of carbon, methane and nitrous oxide can be used to weigh the costs and benefits of proposed regulations.

A higher social cost could support more stringent greenhouse gas emission regulation.

atmosphere.

The Biden administration has signaled its intent to revisit the definition of “waters of the United States,” and replace it with a definition consistent with the 2015 Rule.

The Biden Administration has drafted a proposed rule that would designate variants of PFAS as CERCLA hazardous substances.

Congress may

The statutory volumes apply through calendar year 2022, after which EPA is required to set the annual volumes in accordance with statutory factors.

In its most recent annual rulemaking, EPA has proposed the annual renewable fuel standards for the years 2021 and 2022 and has also proposed reopening the renewable fuel standards for 2020 given the unique and unprecedented conditions caused by the COVID pandemic.

Because the 2020 and 2021 standards would be promulgated after-the-fact, EPA is setting the standards to align with actual renewable fuel volumes.

For 2022, EPA is proposing standards above the original 2020 standards.

EPA is also proposing to add in a supplemental 500 million gallon total renewable fuel obligation to address the D.C. Circuit Court’s

remand of the 2016 annual renewable fuel standards.

The supplemental 500-million-gallon obligation would be split between 2022 and 2023.

EPA’s policy on granting small refinery exemption petitions has changed under the Biden Administration.

In December 2021, EPA proposed to deny 65 small refinery exemption petitions currently pending before the agency.

In addition, EPA is re-evaluating 31 small refinery exemptions that had been granted for compliance year 2018 after the D.C. Circuit court remanded the decisions to EPA for further consideration.

Under its new policy, EPA may reverse its original decision and deny these 31 petitions.

All these actions – the increase in 2022 standards, the 2016 supplemental volume, 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.

us with a comprehensive approach to managing risks and preventing incidents, illnesses and fatalities.

In 2021, MPC continued to run its critical operations and facilities safely through the ongoing pandemic.

In addition to COVID-19 protection measures implemented in 2020 (e.g., masking, social distancing, barriers, etc.), MPC promoted vaccinations through education campaigns and onsite clinics.

Thousands of employees were inoculated at vaccine points of distribution set up onsite or through collaborative efforts with local public health clinics.

As a result of these measures, MPC was able to welcome most non-essential employees back into the workplace in the spring of 2021.

The executive and corporate officers of MPC are as follows:

| Richard A. Hernandez* | | | | | | 62 | | | | | | Senior Vice President, Eastern Refining Operations | | |

| Thomas Kaczynski | | | | | | 60 | | | | | | Senior Vice President, Finance, and Treasurer | | |

| D. Rick Linhardt* | | | | | | 63 | | | | | | Vice President, Tax | | |

Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than [removed: $300,000.][added: a specified threshold.]

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

[Table of [removed: Contents](#i8719292088914d02a4ae995b6859a33e_7)][added: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)]

| City of Annapolis, Maryland | | | | | | February 22, 2021 | | | | | | U.S. District Court (District of [removed: Maryland)] [added: Maryland); US Court of Appeals for the Fourth Circuit] | | |

| Anne Arundel County, Maryland | | | | | | April 26, 2021 | | | | | | U.S. District Court (District of [removed: Maryland)] [added: Maryland); U.S. Court of Appeals for the Fourth Circuit] | | |

In 2020, the [removed: U.S. District Court for the District of Columbia (the “D.D.C.”)] [added: D.D.C.] ordered the [removed: U.S.] Army [removed: Corps of Engineers (“Army Corps”),] [added: Corps,] which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota.

As of December 31, [removed: 2021,] [added: 2022,] our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately [removed: $230] [added: $170] million.

In March 2021, [removed: THPP received a copy of] [added: the BIA issued] an order purporting to vacate [removed: all] [added: the BIA's prior] orders related to THPP’s alleged trespass [removed: issued by] [added: and direct] the [added: Regional Director of the] BIA [removed: between July 2, 2020] [added: to reconsider the issue of THPP’s alleged trespass] and [removed: January 14, 2021.][added: issue a new order.]

[removed: On] [added: In] April [removed: 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 [removed: U.S.] [added: “U.S.] Government Parties”) challenging the March [added: 2021] order purporting to vacate all previous orders related to THPP’s alleged trespass.

On February 8, 2022, the U.S. Government Parties filed their answer [added: and counterclaims] to THPP’s [removed: suit, asserting counterclaims for] [added: suit claiming THPP is in continued] trespass [added: with respect to the pipeline] and [removed: ejectment.][added: seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation.]

We [removed: are currently negotiating the settlement of] [added: have resolved] 99 NOVs received from the Bay Area Air Quality Management District [removed: (“BAAQMD”).][added: (“BAAQMD”) through settlement with the BAAQMD that includes payment of a cash penalty of approximately $1.5 million.]

[added: Subject to final approval by the court, we expect that, contingent] on TRMC completing the conversion of the 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: As previously disclosed,] MPLX has been negotiating with [added: the] EPA with respect to 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 [removed: Utah.][added: Utah as well as the Robinson Lake Gas Plant in North Dakota.]

[removed: We are] [added: MPLX is] in the process of finalizing a settlement with [added: the] EPA pursuant to which MPLX expects to pay a cash penalty [removed: in excess] of [removed: $300,000] [added: $2 million, incorporate additional remedial measures, mitigate excess emissions associated with events] and enter into a consent decree covering MPLX gas plants and compressor stations located in Utah, North Dakota and Wyoming.

We expect the settlement [removed: will] [added: to] be finalized later in [removed: 2022.][added: 2023.]

We use a threshold of $1 million for this purpose.

The Army Corps expects to release a draft EIS in 2023.

After subsequent appeal proceedings and in compliance with a new order issued by the BIA, in December 2020, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue.

Edwardsville Incident

In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a March 2022 release of crude oil on the Wood River to Patoka 22" line near Edwardsville, Illinois.

We are negotiating a settlement of the allegations.

We cannot currently estimate the amount of any civil penalty or the timing of the resolution of this matter but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows.

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

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

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

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

On appeal, the Assistant Secretary - Indian Affairs vacated the BIA’s trespass order and remanded to the Regional Director for the BIA Great Plains Region to issue a new decision based on specified criteria.

On December 15, 2020, the Regional Director of the BIA issued a new trespass notice to THPP, finding that THPP was in trespass and assessing trespass damages of approximately $4 million (including interest).

The order also required that THPP immediately cease and desist use of the portion of the pipeline that crosses the property at issue.

THPP has complied with the Regional Director’s December 15, 2020 notice.

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.

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 continue to work towards a settlement of this matter with holders of the property rights at issue.

We cannot currently estimate the timing of the resolution of these matters.

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

[Table of [removed: Contents](#i8719292088914d02a4ae995b6859a33e_7)][added: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of Common Stock held by non-affiliates as of June 30, [removed: 2021] [added: 2022] was approximately [removed: $38.5] [added: $42.1] 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: 2021.][added: 2022.]

There were [removed: 565,212,958] [added: 445,546,907] shares of Marathon Petroleum Corporation Common Stock outstanding as of February [removed: 15, 2022.][added: 16, 2023.]

Portions of the registrant’s proxy statement relating to its [removed: 2022] [added: 2023] 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.

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

| [removed: [ITEM] [added: Item] 1. [removed: BUSINESS](#i8719292088914d02a4ae995b6859a33e_19)] | | | [removed: [4](#i8719292088914d02a4ae995b6859a33e_19)] [added: [Business](#i1e7f85c2f9154bb5b8465e6b5213b10a_19)] | | | [added: [4](#i1e7f85c2f9154bb5b8465e6b5213b10a_19) | | |]

| [removed: [ITEM] [added: Item] 1A. [removed: RISK FACTORS](#i8719292088914d02a4ae995b6859a33e_43)] | | | [removed: [17](#i8719292088914d02a4ae995b6859a33e_43)] [added: [Risk Factors](#i1e7f85c2f9154bb5b8465e6b5213b10a_46)] | | | [added: [17](#i1e7f85c2f9154bb5b8465e6b5213b10a_46) | | |]

| [removed: [ITEM] [added: Item] 1B. [removed: UNRESOLVED STAFF COMMENTS](#i8719292088914d02a4ae995b6859a33e_46)] | | | [removed: [29](#i8719292088914d02a4ae995b6859a33e_46)] [added: [Unresolved Staff Comments](#i1e7f85c2f9154bb5b8465e6b5213b10a_49)] | | | [added: [29](#i1e7f85c2f9154bb5b8465e6b5213b10a_49) | | |]

| [removed: [ITEM] [added: Item] 2. [removed: PROPERTIES](#i8719292088914d02a4ae995b6859a33e_49)] | | | [removed: [30](#i8719292088914d02a4ae995b6859a33e_49)] [added: [Properties](#i1e7f85c2f9154bb5b8465e6b5213b10a_52)] | | | [added: [29](#i1e7f85c2f9154bb5b8465e6b5213b10a_52) | | |]

| [removed: [ITEM] [added: Item] 3. [removed: LEGAL PROCEEDINGS](#i8719292088914d02a4ae995b6859a33e_61)] | | | [removed: [37](#i8719292088914d02a4ae995b6859a33e_61)] [added: [Legal Proceedings](#i1e7f85c2f9154bb5b8465e6b5213b10a_64)] | | | [added: [36](#i1e7f85c2f9154bb5b8465e6b5213b10a_64) | | |]

| [removed: [ITEM] [added: Item] 4. [removed: MINE SAFETY DISCLOSURES](#i8719292088914d02a4ae995b6859a33e_64)] | | | [removed: [39](#i8719292088914d02a4ae995b6859a33e_64)] [added: [Mine Safety Disclosures](#i1e7f85c2f9154bb5b8465e6b5213b10a_67)] | | | [added: [37](#i1e7f85c2f9154bb5b8465e6b5213b10a_67) | | |]

| [removed: [ITEM] [added: Item] 5. [removed: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#i8719292088914d02a4ae995b6859a33e_70)] | | | [removed: [40](#i8719292088914d02a4ae995b6859a33e_70)] [added: [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#i1e7f85c2f9154bb5b8465e6b5213b10a_73)] | | | [added: [38](#i1e7f85c2f9154bb5b8465e6b5213b10a_73) | | |]

| [removed: [ITEM] [added: Item] 7. [removed: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#i8719292088914d02a4ae995b6859a33e_76)] | | | [removed: [41](#i8719292088914d02a4ae995b6859a33e_76)] [added: [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i1e7f85c2f9154bb5b8465e6b5213b10a_76)] | | | [added: [39](#i1e7f85c2f9154bb5b8465e6b5213b10a_76) | | |]

| [removed: [ITEM] [added: Item] 7A. [removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#i8719292088914d02a4ae995b6859a33e_124)] | | | [removed: [68](#i8719292088914d02a4ae995b6859a33e_124)] [added: [Quantitative and Qualitative Disclosures about Market Risk](#i1e7f85c2f9154bb5b8465e6b5213b10a_130)] | | | [added: [65](#i1e7f85c2f9154bb5b8465e6b5213b10a_130) | | |]

| [removed: [ITEM] [added: Item] 8. [removed: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#i8719292088914d02a4ae995b6859a33e_127)] | | | [removed: [71](#i8719292088914d02a4ae995b6859a33e_127)] [added: [Financial Statements and Supplementary Data](#i1e7f85c2f9154bb5b8465e6b5213b10a_133)] | | | [added: [68](#i1e7f85c2f9154bb5b8465e6b5213b10a_133) | | |]

| [removed: [ITEM] [added: Item] 9. [removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#i8719292088914d02a4ae995b6859a33e_253)] | | | [removed: [125](#i8719292088914d02a4ae995b6859a33e_253)] [added: [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#i1e7f85c2f9154bb5b8465e6b5213b10a_256)] | | | [added: [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_256) | | |]

| [removed: [ITEM] [added: Item] 9A. [removed: CONTROLS AND PROCEDURES](#i8719292088914d02a4ae995b6859a33e_256)] | | | [removed: [125](#i8719292088914d02a4ae995b6859a33e_256)] [added: [Controls and Procedures](#i1e7f85c2f9154bb5b8465e6b5213b10a_259)] | | | [added: [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_259) | | |]

| [removed: [ITEM] [added: Item] 9C. [removed: DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i8719292088914d02a4ae995b6859a33e_2448)] | | | [removed: [125](#i8719292088914d02a4ae995b6859a33e_2448)] [added: [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#i1e7f85c2f9154bb5b8465e6b5213b10a_262)] | | | [added: [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_262) | | |]

| [removed: [ITEM] [added: Item] 10. [removed: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#i8719292088914d02a4ae995b6859a33e_265)] | | | [removed: [126](#i8719292088914d02a4ae995b6859a33e_265)] [added: [Directors, Executive Officers and Corporate Governance](#i1e7f85c2f9154bb5b8465e6b5213b10a_268)] | | | [added: [124](#i1e7f85c2f9154bb5b8465e6b5213b10a_268) | | |]

| [removed: [ITEM] [added: Item] 11. [removed: EXECUTIVE COMPENSATION](#i8719292088914d02a4ae995b6859a33e_268)] | | | [removed: [126](#i8719292088914d02a4ae995b6859a33e_268)] [added: [Executive Compensation](#i1e7f85c2f9154bb5b8465e6b5213b10a_271)] | | | [added: [124](#i1e7f85c2f9154bb5b8465e6b5213b10a_271) | | |]

| [removed: [ITEM] [added: Item] 12. [removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOL](#i8719292088914d02a4ae995b6859a33e_271)[D](#i8719292088914d02a4ae995b6859a33e_271)[ER MATTERS](#i8719292088914d02a4ae995b6859a33e_271)] | | | [removed: [127](#i8719292088914d02a4ae995b6859a33e_271)] [added: [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#i1e7f85c2f9154bb5b8465e6b5213b10a_274)] | | | [added: [125](#i1e7f85c2f9154bb5b8465e6b5213b10a_274) | | |]

| [removed: [ITEM] [added: Item] 13. [removed: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#i8719292088914d02a4ae995b6859a33e_274)] | | | [removed: [127](#i8719292088914d02a4ae995b6859a33e_274)] [added: [Certain Relationships and Related Transactions, and Director Independence](#i1e7f85c2f9154bb5b8465e6b5213b10a_277)] | | | [added: [125](#i1e7f85c2f9154bb5b8465e6b5213b10a_277) | | |]

| [removed: [ITEM] [added: Item] 14. [removed: PRINCIPAL ACCOUNTANT FEES AND SERVICES](#i8719292088914d02a4ae995b6859a33e_277)] | | | [removed: [127](#i8719292088914d02a4ae995b6859a33e_277)] [added: [Principal Accountant Fees and Services](#i1e7f85c2f9154bb5b8465e6b5213b10a_280)] | | | [added: [125](#i1e7f85c2f9154bb5b8465e6b5213b10a_280) | | |]

| [removed: [ITEM] [added: Item] 15. [removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#i8719292088914d02a4ae995b6859a33e_283)] | | | [removed: [128](#i8719292088914d02a4ae995b6859a33e_283)] [added: [Exhibits and Financial Statement Schedules](#i1e7f85c2f9154bb5b8465e6b5213b10a_286)] | | | [added: [126](#i1e7f85c2f9154bb5b8465e6b5213b10a_286) | | |]

| MMBtu | | | One million British thermal units [removed: per day] | | |

[removed: DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS][added: Disclosures Regarding Forward-Looking Statements]

You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” [removed: “imply,”] “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” [removed: “proposition,”] “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

- consumer demand for refined products, natural [removed: gas] [added: gas, renewables] and NGLs;

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

- the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, [added: renewables,] NGLs and other feedstocks;

- [removed: continued or further] volatility in [removed: and] [added: or] degradation of general economic, market, industry or business conditions as a result of the COVID-19 pandemic, other infectious disease outbreaks, natural hazards, extreme weather [removed: events] [added: events, the military conflict between Russia and Ukraine, other conflicts, inflation, rising interest rates] or otherwise;

- compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations [removed: and] [added: or] enforcement actions initiated thereunder;

- changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined [removed: products or] [added: products,] other hydrocarbon-based [removed: products;][added: products or renewables;]

- changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, [removed: feedstocks and] [added: feedstocks,] refined [removed: products;][added: products and renewables;]

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

- acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, [removed: NGLs or] [added: NGLs,] refined [removed: products;][added: products or renewables;]

- political pressure and influence of environmental groups and other stakeholders upon policies and decisions related to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs or other hydrocarbon-based [removed: products;][added: products or renewables;]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

| | | | | | | | | |

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

| [PART I](#i1e7f85c2f9154bb5b8465e6b5213b10a_16) | | | | | | | | |

| | | | | | | | | |

| [PART II](#i1e7f85c2f9154bb5b8465e6b5213b10a_70) | | | | | | | | |

| Item 9B. | | | [Other Information](#i1e7f85c2f9154bb5b8465e6b5213b10a_2399) | | | [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_2399) | | |

| | | | | | | | | |

| [PART III](#i1e7f85c2f9154bb5b8465e6b5213b10a_265) | | | | | | | | |

| | | | | | | | | |

| [PART IV](#i1e7f85c2f9154bb5b8465e6b5213b10a_283) | | | | | | | | |

| | | | [Signatures](#i1e7f85c2f9154bb5b8465e6b5213b10a_289) | | | [130](#i1e7f85c2f9154bb5b8465e6b5213b10a_289) | | |

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

| SOFR | | | Secured overnight financing rate | | |

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

- our ability to successfully achieve our ESG goals and targets within the expected timeframe, if at all;

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

| | | | | | |

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

MARATHON PETROLEUM CORPORATION

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

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

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

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

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

| FASB | | | Financial Accounting Standards Board | | |

| LIBOR | | | London Interbank Offered Rate | | |

- the magnitude, duration and extent of 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, governments and the private sector to stem the spread of the virus;

None

None.

[Table of Contents](#i8719292088914d02a4ae995b6859a33e_7)

The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, [removed: 2021.][added: 2022.]

| Garyville, Louisiana | | | | | | [removed: 585] [added: 596] | | |

| Subtotal Gulf Coast region | | | | | | [removed: 1,178] [added: 1,189] | | |

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, [removed: fats,] [added: fats] and greases.

[Table of [removed: Contents](#i8719292088914d02a4ae995b6859a33e_7)][added: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)]

The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels under the Marathon, ARCO, Shell, Mobil, Tesoro and other brands, as of December 31, [removed: 2021.][added: 2022.]

| Alaska | | | | | | [removed: 42] [added: 54] | | |

| Arizona | | | | | | [removed: 83] [added: 79] | | |

| Louisiana | | | | | | [removed: 38] [added: 57] | | |

| Maryland | | | | | | [removed: 55] [added: 60] | | |

| Minnesota | | | | | | [removed: 291] [added: 1] | | | [added: | | | — | | |]

| Nevada | | | | | | [removed: 15] [added: 19] | | |

| New Mexico | | | | | | [removed: 41] [added: 38] | | |

| New York | | | | | | [removed: 56] [added: 62] | | |

| North Dakota | | | | | | [removed: 114] [added: 119] | | |

| Oregon | | | | | | [removed: 42] [added: 43] | | |

| Pennsylvania | | | | | | [removed: 87] [added: 85] | | |

| Rhode Island | | | | | | [removed: 2] [added: 3] | | |

| South Carolina | | | | | | [removed: 115] [added: 102] | | |

| Texas | | | | | | [removed: 5] [added: 11] | | |

| Utah | | | | | | [removed: 99] [added: 109] | | |

| Washington | | | | | | [removed: 85] [added: 95] | | |

| West Virginia | | | | | | [removed: 111] [added: 109] | | |

The following table sets forth the number of direct dealer locations by state as of December 31, [removed: 2021.][added: 2022.]

| Arizona | | | | | | [removed: 68] [added: 69] | | |

| Nevada | | | | | | [removed: 63] [added: 68] | | |

The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, [removed: 2021.][added: 2022.]

| Owned and Operated Terminals | | | | | | Number of Terminals | | | | | | Tank Storage Capacity [removed: (*thousand barrels*)] [added: (*mbbls*)] | | |

| New York | | | | | | 1 | | | | | | [removed: 328] [added: 352] | | |

| Subtotal light products terminals | | | | | | 2 | | | | | | [removed: 634] [added: 583] | | |

| Subtotal asphalt terminals | | | | | | 16 | | | | | | [removed: 4,557] [added: 4,554] | | |

| Total owned and operated terminals | | | | | | 18 | | | | | | [removed: 5,191] [added: 5,137] | | |

The following [removed: tables set] [added: table sets] forth certain information relating to MPLX’s crude [removed: oil,] [added: oil and] refined products [removed: and water pipeline, gathering] [added: pipeline] systems and storage assets as of December 31, [removed: 2021.][added: 2022.]

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

| Total crude oil pipeline [removed: systems(b)(c)(d)] [added: systems(a)(b)] | | | | | | | | | [removed: 2”] [added: 2"] - [removed: 48”] [added: 42"] | | | | | | [removed: 8,752] [added: 5,135] | | | | | | Various | | |

| Total refined products pipeline [removed: systems(b)(e)(f)] [added: systems(a)(b)(c)] | | | | | | | | | [removed: 4”] [added: 4"] - [removed: 42”] [added: 36"] | | | | | | [removed: 6,465] [added: 3,732] | | | | | | Various | | |

| Barge Docks *(mbpd)* | | | | | | | | | | | | | | | | | | | | | [removed: 2,010] [added: 4,834] | | |

| Refining [removed: Logistics(g)] [added: Logistics(d)] | | | | | | | | | | | | | | | | | | | | | [removed: 95,271] [added: 93,493] | | |

| Tank Farms | | | | | | | | | | | | | | | | | | | | | [removed: 35,144] [added: 33,190] | | |

[removed: (g)Refining] [added: (d) Refining] logistics assets primarily include tankage.

| Total | | | | | | 2,898 | | |

MPC is currently in the process of converting the Martinez refinery to a renewable diesel facility.

| Alabama | | | | | | 404 | | |

| Arkansas | | | | | | 1 | | |

| California | | | | | | 114 | | |

| Florida | | | | | | 639 | | |

| Georgia | | | | | | 400 | | |

| Illinois | | | | | | 183 | | |

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

| Mexico | | | | | | 281 | | |

| Michigan | | | | | | 732 | | |

| Minnesota | | | | | | 299 | | |

| Mississippi | | | | | | 118 | | |

| Ohio | | | | | | 811 | | |

| Tennessee | | | | | | 407 | | |

| Virginia | | | | | | 192 | | |

| Total | | | | | | 7,209 | | |

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

| California | | | | | | 1,035 | | |

| Total | | | | | | 1,172 | | |

| Alaska | | | | | | 1 | | | | | | 231 | | |

| Tennessee | | | | | | 2 | | | | | | 480 | | |

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

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

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

| Caverns | | | | | | | | | | | | | | | | | | | | | 4,209 | | |

(a) Includes approximately 16 miles of crude pipeline and 2 miles of refined product pipeline leased from third parties.

(b) Includes approximately 1,173 miles of inactive crude pipeline and 203 miles of inactive refined product pipeline.

(c) Includes approximately 87 miles and 17 miles of refined product pipelines in which MPLX has partial ownership of 65% and 50%, respectively.

During 2022, MPC formed the Martinez Renewables joint venture and is currently in the process of converting the Martinez refinery to a renewable diesel facility.

MPLX owns refining logistics assets with 5,809 mbbls of storage capacity associated with the facility and has entered into terminalling and storage service agreements with the joint venture and its partners to provide logistics services for the facility.

The following table sets forth information regarding the pipeline systems which MPLX has an interest in through ownership of its equity method investments as of December 31, 2022.

| | | | | | | Diameter (*inches*) | | | | | | Length *(miles)* | | | | | | Ownership Percentage | | |

| Crude Systems: | | | | | | | | | | | | | | | | | | | | |

| MarEn Bakken Company LLC(a) | | | | | | 30" | | | | | | 1,916 | | | | | | 25% | | |

| Minnesota Pipe Line Company LLC | | | | | | 16"-24" | | | | | | 975 | | | | | | 17% | | |

| Wink to Webster Holdings LLC | | | | | | 36" | | | | | | 522 | | | | | | 11% | | |

| Illinois Extension Pipeline Company LLC | | | | | | 24" | | | | | | 168 | | | | | | 35% | | |

| Andeavor Logistics Rio Pipeline LLC | | | | | | 12" | | | | | | 119 | | | | | | 67% | | |

| LOCAP LLC | | | | | | 48" | | | | | | 57 | | | | | | 59% | | |

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

The company also progressed activities associated with the conversion of the Martinez refinery to a renewable diesel facility.

| Alabama | | | | | | 395 | | |

| California | | | | | | 109 | | |

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

| Georgia | | | | | | 384 | | |

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

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

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

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

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

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

| Tennessee | | | | | | 409 | | |

| Virginia | | | | | | 171 | | |

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

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

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

| Alaska | | | | | | 1 | | | | | | 306 | | |

| Tennessee | | | | | | 2 | | | | | | 483 | | |

| Water pipeline systems: | | | | | | | | | | | | | | | | | | | | | | | |

| Belfield water system | | | | | | | | | 3”- 4” | | | | | | 103 | | | | | | Various | | |

| Green River water system | | | | | | | | | 4” - 8” | | | | | | 11 | | | | | | Various | | |

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

| 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.

(b)Includes pipelines leased from third parties.

(c)Includes approximately 1,916 miles of pipeline in which MPLX has a 9 percent ownership interest, 168 miles of pipeline in which MPLX has a 35 percent ownership interest, 48 miles of pipeline in which MPLX has a 41 percent ownership interest, 57 miles of pipeline in which MPLX has a 59 percent ownership interest, 522 miles of pipeline in which MPLX has an 11 percent ownership interest, 107 miles of pipeline in which MPLX has a 67 percent ownership interest and 975 miles of pipeline in which MPLX has a 17 percent ownership interest.

(d)Includes approximately 1,161 miles of inactive pipeline.

(e)Includes approximately 1,830 miles of pipeline in which MPLX has a 25 percent ownership interest, 87 miles of pipeline in which MPLX has a 65 percent ownership interest, 78 miles of pipeline in which MPLX has a 25 percent interest, 323 miles of pipeline in which MPLX has an 8 percent interest, 498 miles of pipeline in which MPLX has a 38 percent interest and 17 miles of pipeline in which MPLX has a 50 percent interest.

(f)Includes approximately 201 miles of inactive pipeline.

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

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

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

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

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

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

| Minnesota | | | | | | 1 | | | | | | 529 | | |

| Texas | | | | | | 1 | | | | | | 194 | | |

[Table of [removed: Contents](#i8719292088914d02a4ae995b6859a33e_7)][added: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)]

Not applicable

Not applicable.

Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February [removed: 15, 2022,] [added: 16, 2023,] there were [removed: 28,357] [added: 26,034] registered holders of our common stock.

The following table sets forth a summary of our purchases during the quarter ended December 31, [removed: 2021,] [added: 2022,] of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

| Period | | | | | | 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 [removed: Programs(c)] [added: Programs(c)(d)] | | |

(a)The amounts in this column include [removed: 2,980, 68] [added: 1,941, 52] and 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.

[removed: (c)On April 30, 2018,] [added: On August 2, 2022,] we announced that our board of directors had approved [removed: a] [added: an additional] $5 billion share repurchase [removed: authorization in addition to the remaining authorization pursuant to the May 31, 2017 announcement.][added: authorization.]

On [removed: May 14, 2021,] [added: January 31, 2023,] we announced that our board of directors had approved an additional [removed: $7.1] [added: $5] billion share repurchase [removed: authorization.][added: authorization, which authorization is not reflected in this column.]

[removed: On] [added: (c)On] February 2, 2022, we announced that our board of directors had approved an additional $5 billion share repurchase authorization, which [removed: authorization is not reflected in this column.][added: was exhausted during the fourth quarter of 2022.]

[Table of [removed: Contents](#i8719292088914d02a4ae995b6859a33e_7)][added: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)]

| 10/01/2022-10/31/2022 | | | | | | 991,728 | | | | | | $ | 105.08 | | | | | 989,787 | | | | | | $ | 5,004 | |

| 11/01/2022-11/30/2022 | | | | | | 3,742,961 | | | | | | 122.76 | | | | | | 3,742,909 | | | | | | 4,545 | | |

| 12/01/2022-12/31/2022 | | | | | | 10,773,486 | | | | | | 112.56 | | | | | | 10,773,486 | | | | | | 3,332 | | |

| Total | | | | | | 15,508,175 | | | | | | 114.54 | | | | | | 15,506,182 | | | | | | | | |

(d)Includes the payment of any commissions paid to brokers during the quarter.

| 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 | | | | | | | | |

[removed: Index][added: *INDEX*]

| [removed: [MANAGEMENT’S RESPONSIBILITIES FOR FINANCIAL STATEMENTS](#i8719292088914d02a4ae995b6859a33e_130)] [added: [Management’s Responsibilities for Financial Statements](#i1e7f85c2f9154bb5b8465e6b5213b10a_136)] | | | | | | [removed: [72](#i8719292088914d02a4ae995b6859a33e_130)] [added: [69](#i1e7f85c2f9154bb5b8465e6b5213b10a_136)] | | |

| [removed: [MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING](#i8719292088914d02a4ae995b6859a33e_133)] [added: [Management’s Report on Internal Control over Financial Reporting](#i1e7f85c2f9154bb5b8465e6b5213b10a_139)] | | | | | | [removed: [72](#i8719292088914d02a4ae995b6859a33e_133)] [added: [69](#i1e7f85c2f9154bb5b8465e6b5213b10a_139)] | | |

| [removed: [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING F](#i8719292088914d02a4ae995b6859a33e_136)[I](#i8719292088914d02a4ae995b6859a33e_136)[R](#i8719292088914d02a4ae995b6859a33e_136)[M](#i8719292088914d02a4ae995b6859a33e_136)] [added: [Report of Independent Registered Public Accounting Firm](#i1e7f85c2f9154bb5b8465e6b5213b10a_142)] | | | (PCAOB ID 238) | | | [removed: [73](#i8719292088914d02a4ae995b6859a33e_136)] [added: [70](#i1e7f85c2f9154bb5b8465e6b5213b10a_142)] | | |

| [removed: [CONSOLIDATED STATEMENTS OF INCOME](#i8719292088914d02a4ae995b6859a33e_142)] [added: [Consolidated Statements of Income](#i1e7f85c2f9154bb5b8465e6b5213b10a_148)] | | | | | | [removed: [75](#i8719292088914d02a4ae995b6859a33e_142)] [added: [72](#i1e7f85c2f9154bb5b8465e6b5213b10a_148)] | | |

| [removed: [CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME](#i8719292088914d02a4ae995b6859a33e_145)] [added: [Consolidated Statements of Comprehensive Income](#i1e7f85c2f9154bb5b8465e6b5213b10a_151)] | | | | | | [removed: [76](#i8719292088914d02a4ae995b6859a33e_145)] [added: [73](#i1e7f85c2f9154bb5b8465e6b5213b10a_151)] | | |

| [removed: [CONSOLIDATED BALANCE SHEETS](#i8719292088914d02a4ae995b6859a33e_148)] [added: [Consolidated Balance Sheets](#i1e7f85c2f9154bb5b8465e6b5213b10a_154)] | | | | | | [removed: [77](#i8719292088914d02a4ae995b6859a33e_148)] [added: [74](#i1e7f85c2f9154bb5b8465e6b5213b10a_154)] | | |

| [removed: [CONSOLIDATED STATEMENTS OF CASH FLOWS](#i8719292088914d02a4ae995b6859a33e_151)] [added: [Consolidated Statements of Cash Flows](#i1e7f85c2f9154bb5b8465e6b5213b10a_157)] | | | | | | [removed: [78](#i8719292088914d02a4ae995b6859a33e_151)] [added: [75](#i1e7f85c2f9154bb5b8465e6b5213b10a_157)] | | |

| [removed: [CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST](#i8719292088914d02a4ae995b6859a33e_154)] [added: [Consolidated Statements of Equity and Redeemable Noncontrolling Interest](#i1e7f85c2f9154bb5b8465e6b5213b10a_160)] | | | | | | [removed: [80](#i8719292088914d02a4ae995b6859a33e_154)] [added: [77](#i1e7f85c2f9154bb5b8465e6b5213b10a_160)] | | |

| [removed: [NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#i8719292088914d02a4ae995b6859a33e_157)] [added: [Notes to Consolidated Financial Statements](#i1e7f85c2f9154bb5b8465e6b5213b10a_163)] | | | | | | [removed: [81](#i8719292088914d02a4ae995b6859a33e_157)] [added: [78](#i1e7f85c2f9154bb5b8465e6b5213b10a_163)] | | |

[Table of [removed: Contents](#i8719292088914d02a4ae995b6859a33e_7)][added: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)]

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: 2021.][added: 2022.]

The effectiveness of MPC’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

*Goodwill Impairment Test [removed: –] [added: -] Crude Gathering Reporting Unit*

As described in Note 18 to the consolidated financial statements and as disclosed by management, the Company’s consolidated goodwill balance was [removed: $8.3] [added: $8.2] billion as of December 31, [removed: 2021,] [added: 2022,] which includes, within the Midstream segment, the goodwill associated with MPLX’s Crude Gathering reporting unit of $1.1 billion.

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

| *(In millions, except per share data)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Sales and other operating revenues | | | $ | [removed: 119,983] [added: 177,453] | | | | | $ | [removed: 69,779] [added: 119,983] | | | | | $ | [removed: 111,148] [added: 69,779] | |

| Income (loss) from equity method investments(a) | | | [removed: 458] [added: 655] | | | | | | [removed: (935)] [added: 458] | | | | | | [removed: 312] [added: (935)] | | |

| Net gain on disposal of assets | | | [removed: 21] [added: 1,061] | | | | | | [removed: 70] [added: 21] | | | | | | [removed: 278] [added: 70] | | |

| Other income | | | [removed: 468] [added: 783] | | | | | | [removed: 118] [added: 468] | | | | | | [removed: 127] [added: 118] | | |

| Total revenues and other income | | | [removed: 120,930] [added: 179,952] | | | | | | [removed: 69,032] [added: 120,930] | | | | | | [removed: 111,865] [added: 69,032] | | |

| Cost of revenues (excludes items below) | | | [removed: 110,008] [added: 151,671] | | | | | | [removed: 65,733] [added: 110,008] | | | | | | [removed: 99,228] [added: 65,733] | | |

| Impairment expense | | | — | | | | | | [removed: 8,426] [added: —] | | | | | | [removed: 1,197] [added: 8,426] | | |

| Depreciation and amortization | | | [removed: 3,364] [added: 3,215] | | | | | | [removed: 3,375] [added: 3,364] | | | | | | [removed: 3,225] [added: 3,375] | | |

| Selling, general and administrative expenses | | | [removed: 2,537] [added: 2,772] | | | | | | [removed: 2,710] [added: 2,537] | | | | | | [removed: 3,192] [added: 2,710] | | |

| Restructuring expenses | | | — | | | | | | [removed: 367] [added: —] | | | | | | [removed: —] [added: 367] | | |

| Other taxes | | | [removed: 721] [added: 825] | | | | | | [removed: 668] [added: 721] | | | | | | [removed: 561] [added: 668] | | |

| Total costs and expenses | | | [removed: 116,630] [added: 158,483] | | | | | | [removed: 81,279] [added: 116,630] | | | | | | [removed: 107,403] [added: 81,279] | | |

| Income (loss) from continuing operations | | | [removed: 4,300] [added: 21,469] | | | | | | [removed: (12,247)] [added: 4,300] | | | | | | [removed: 4,462] [added: (12,247)] | | |

| Net interest and other financial costs | | | [removed: 1,483] [added: 1,000] | | | | | | [removed: 1,365] [added: 1,483] | | | | | | [removed: 1,229] [added: 1,365] | | |

| Income (loss) from continuing operations before income taxes | | | [removed: 2,817] [added: 20,469] | | | | | | [removed: (13,612)] [added: 2,817] | | | | | | [removed: 3,233] [added: (13,612)] | | |

| Provision (benefit) for income taxes on continuing operations | | | [removed: 264] [added: 4,491] | | | | | | [removed: (2,430)] [added: 264] | | | | | | [removed: 784] [added: (2,430)] | | |

| Income (loss) from continuing operations, net of tax | | | [removed: 2,553] [added: 15,978] | | | | | | [removed: (11,182)] [added: 2,553] | | | | | | [removed: 2,449] [added: (11,182)] | | |

| Income from discontinued operations, net of tax | | | [removed: 8,448] [added: 72] | | | | | | [removed: 1,205] [added: 8,448] | | | | | | [removed: 806] [added: 1,205] | | |

| Net income (loss) | | | [removed: 11,001] [added: 16,050] | | | | | | [removed: (9,977)] [added: 11,001] | | | | | | [removed: 3,255] [added: (9,977)] | | |

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

February 23, 2023

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

| Redeemable noncontrolling interest | | | 88 | | | | | | 100 | | | | | | 81 | | |

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

| Impairment expense | | | — | | | | | | — | | | | | | 8,426 | | |

| Changes in the fair value of derivative instruments | | | (147) | | | | | | 16 | | | | | | 45 | | |

| Changes in: | | | | | | | | | | | | | | | | | |

[Table of Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)

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| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,516 | | | | | | — | | | | | | 1,446 | | | | | | 15,962 | | | | | | | | | 88 | | |

| Share-based compensation | | | 6 | | | | | | — | | | | | | — | | | | | | (4) | | | | | | 260 | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 260 | | | | | | | | | — | | |

| Equity transactions of MPLX | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (120) | | | | | | — | | | | | | — | | | | | | (327) | | | | | | (447) | | | | | | | | | — | | |

| Balance as of December 31, 2022 | | | 990 | | | | | | $ | 10 | | | | | (536) | | | | | | $ | (31,841) | | | | | $ | 33,402 | | | | | $ | 26,142 | | | | | $ | 2 | | | | | $ | 6,404 | | | | | $ | 34,119 | | | | | | | | $ | 968 | |

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1.

Actual results could differ from those estimates.

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As a lessor under ASU No. 2016-02, *Leases* (“ASC 842”), MPLX may be required to re-classify existing operating leases to sales-type leases upon modification and related reassessment of the leases.

See Note 28 for further information regarding our ongoing evaluation of the impacts of lease reassessments as modifications occur.

The net investment in sales-type leases is recorded within receivables, net and other noncurrent assets on the consolidated balance sheets.

These amounts are comprised of the present value of the sum of the future minimum lease payments representing the value of the lease receivable and the unguaranteed residual value of the lease assets.

Management assesses the net investment in sales-type leases for recoverability quarterly.

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| | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commercial paper | | | | | | Level 2 | | | | | | $ | 3,074 | | | | | $ | — | | | | | $ | (1) | | | | | $ | 3,073 | | | | | $ | 1,106 | | | | | $ | 1,967 | |

| Certificates of deposit and time deposits | | | | | | Level 2 | | | | | | 2,093 | | | | | | — | | | | | | — | | | | | | 2,093 | | | | | | 1,500 | | | | | | 593 | | |

| U.S. government securities | | | | | | Level 1 | | | | | | 1,071 | | | | | | — | | | | | | — | | | | | | 1,071 | | | | | | 498 | | | | | | 573 | | |

| Corporate notes and bonds | | | | | | Level 2 | | | | | | 66 | | | | | | — | | | | | | — | | | | | | 66 | | | | | | 54 | | | | | | 12 | | |

| Total available-for-sale debt securities | | | | | | | | | | | | $ | 6,304 | | | | | $ | — | | | | | $ | (1) | | | | | $ | 6,303 | | | | | $ | 3,158 | | | | | $ | 3,145 | |

| Cash | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,467 | | | | | | 5,467 | | | | | | — | | |

| Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 11,770 | | | | | $ | 8,625 | | | | | $ | 3,145 | |

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

| | | | | | | | | |

February 24, 2022

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

| Assets held for sale | | | — | | | | | | 11,389 | | |

| Liabilities held for sale | | | — | | | | | | 1,850 | | |

| Net recognized (gains) losses on investments and derivatives | | | 16 | | | | | | 45 | | | | | | (8) | | |

| Right of use assets and operating lease liabilities, net | | | 3 | | | | | | (19) | | | | | | (9) | | |

(b)Reported as assets held for sale on our consolidated balance sheets.

| Balance as of December 31, 2018 | | | 975 | | | | | | $ | 10 | | | | | (295) | | | | | | $ | (13,175) | | | | | $ | 33,729 | | | | | $ | 14,755 | | | | | $ | (144) | | | | | $ | 8,874 | | | | | $ | 44,049 | | | | | | | | $ | 1,004 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,637 | | | | | | — | | | | | | 537 | | | | | | 3,174 | | | | | | | | | 81 | | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97 | | | | | | 97 | | | | | | | | | — | | |

| Stock-based compensation | | | 3 | | | | | | — | | | | | | — | | | | | | (18) | | | | | | 112 | | | | | | — | | | | | | — | | | | | | 7 | | | | | | 101 | | | | | | | | | — | | |

| Equity transactions of MPLX & ANDX | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (684) | | | | | | — | | | | | | — | | | | | | 94 | | | | | | (590) | | | | | | | | | (36) | | |

Concurrent with our adoption of ASU 2014-09, *Revenue from Contracts with Customers* (“ASC 606”), as of January 1, 2018, we made an accounting policy election

| 2019-12 | | | *Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes* | | | | | | January 1, 2021 | | |

Not Yet Adopted

In November 2021, the FASB issued guidance requiring disclosures for certain types of government assistance that have been accounted for by analogy to grant or contribution models.

Disclosures will include information about the type of transactions, accounting and the impact on financial statements.

Guidance must be applied to our annual financial statements for year ended 2022 either (1) prospectively for any transactions reflected in the financial statement at the date of initial application and to any new transactions entered into after the date of initial application or (2) retrospectively to those transactions.

Early application is permitted.

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

Javelina Assets Held-for-Sale

On February 12, 2021, MPLX sold all of its equity interests in MarkWest Javelina Company, L.L.C., MarkWest Javelina Pipeline Company, L.L.C. and MarkWest Gas Services, L.L.C. (collectively, “Javelina”) to a third party.

Javelina’s assets and liabilities have been presented within our consolidated balance sheets as assets and liabilities held for sale as of December 31, 2020.

The transaction effected the transfer to MPC of the

MPLX’s Acquisition of ANDX

On July 30, 2019, MPLX completed its acquisition of ANDX, and ANDX survived as a wholly owned subsidiary of MPLX.

At the effective time of the ANDX acquisition, each common unit held by ANDX’s public unitholders was converted into the right to receive 1.135 MPLX common units.

ANDX common units held by MPC were converted into the right to receive 1.0328 MPLX common units.

Additionally, as a result of MPLX’s acquisition of MPLX, 600,000 ANDX preferred units were converted into 600,000 preferred units of MPLX (“Series B preferred units”).

Series B preferred unitholders are entitled to receive, when and if declared by the board of directors of MPLX’s general partner, a fixed distribution of $68.75 per unit, per annum, payable semi-annually in arrears on February 15 and August 15, or the first business day thereafter, up to and including February 15, 2023.

After February 15, 2023, the holders of Series B preferred units are entitled to receive cumulative, quarterly distributions payable in arrears on the 15th day of February, May, August and November of each year, or the first business day thereafter, based on a floating annual rate equal to the three month LIBOR plus 4.652 percent.

MPC accounted for this transaction as a common control transaction, as defined by ASC 805, which resulted in an increase to noncontrolling interest and a decrease to additional paid-in capital of approximately $55 million, net of tax.

During the third quarter of 2019, we pushed down to MPLX the portion of the goodwill attributable to ANDX as of October 1, 2018, the date of our acquisition of Andeavor.

Due to this push down of goodwill, we also recorded an incremental $642 million deferred tax liability associated with the portion of the non-deductible goodwill attributable to the noncontrolling interest in MPLX with an offsetting reduction of our additional paid-in capital balance.

We have consolidated ANDX since we acquired Andeavor on October 1, 2018 in accordance with ASC 810.

The discounted cash flow fair value estimate is based on known or knowable information at the measurement date.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

During the fourth quarter of 2019, we recorded an impairment of goodwill in our Midstream segment.

None

None.

Based upon that evaluation, the chief executive officer and chief financial officer concluded that the design and operation of these disclosure controls and procedures were effective as of December 31, [removed: 2021,] [added: 2022,] the end of the period covered by this Annual Report on Form 10-K.

During the quarter ended December 31, [removed: 2021,] [added: 2022,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None

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Not applicable

Not applicable.

Election of Directors” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders, to be filed with the SEC within 120 days of December 31, [removed: 2021] [added: 2022] (the “Proxy Statement”).

Our Code of Ethics for Senior Financial Officers, which is specifically applicable to our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Senior Vice President and Controller, [removed: Senior] Vice [removed: President, Finance] [added: President] and Treasurer, and other leaders performing similar [removed: roles,] [added: functions,] affirms the principle that the honesty, integrity and sound judgment of our senior executives with responsibility for preparation and certification of our financial statements is essential to the proper functioning and success of our company.

We [removed: will] [added: would] post on our website any amendments to, or waivers from, either of these codes requiring disclosure under applicable rules within four business days following [removed: the] [added: any such] amendment or waiver.

Information contained on our website is not incorporated into this Annual Report on Form 10-K or other securities filings.

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The following table provides information as of December 31, [removed: 2021] [added: 2022] with respect to shares of our common stock that may be issued under the MPC 2021 Plan, the MPC 2012 Plan, the MPC 2011 Plan and the Andeavor Plans:

1) [removed: 7,795,036] [added: 2,489,234] stock options granted pursuant to the MPC 2012 Plan and [removed: the MPC 2011 Plan and] not forfeited, cancelled or expired as of December 31, [removed: 2021.][added: 2022.]

2) [removed: 2,760,904] [added: 2,020,472] restricted stock units granted pursuant to the MPC 2021 Plan, the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of December 31, [removed: 2021.][added: 2022.]

The amounts in column (a) do not include 404 restricted stock units granted under the Andeavor Plans and not forfeited, cancelled or expired as of December 31, [removed: 2021.][added: 2022.]

3) [removed: 290,787] [added: 53,370] shares as the maximum potential number of shares that could be issued in settlement of performance units outstanding as of December 31, [removed: 2021] [added: 2022] pursuant to the MPC 2012 Plan, based on the closing price of our common stock on December 31, [removed: 2021] [added: 2022] of [removed: $63.99] [added: $116.39] per share.

| Equity compensation plans approved by stockholders | | | 4,563,076 | | | | | | $ | 46.78 | | | | | 19,816,073 | | |

| Total | | | 4,563,076 | | | | | | N/A | | | | | | 19,816,073 | | |

| Equity compensation plans approved by stockholders | | | 10,846,727 | | | | | | $ | 46.23 | | | | | 19,763,502 | | |

| Total | | | 10,846,727 | | | | | | N/A | | | | | | 19,763,502 | | |

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| 3.1 | | | | | | [Restated Certificate of Incorporation of Marathon Petroleum Corporation, dated [removed: October 1, 2018](http://www.sec.gov/Archives/edgar/data/1510295/000119312518289740/d632978dex32.htm)] [added: April 29, 2022](https://www.sec.gov/Archives/edgar/data/1510295/000151029522000035/ex32mpcrestatedcertificate.htm)] | | | | | | 8-K | | | | | | 3.2 | | | | | | [removed: 10/1/2018] [added: 5/2/2022] | | | | | | 001-35054 | | | | | | | | | | | | | | |

| 4.3 | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1510295/000151029521000027/mpc-20201231xex43.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1510295/000151029523000012/mpc-20221231xex43.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 4.3] | | | | | | [removed: 2/26/2021] | | | | | | [removed: 001-35054] | | | | | | [added: X] | | | | | | | | |