Item 1. FINANCIAL STATEMENTS

MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

									Three Months Ended March 31,
(In millions, except per share data)															2022						2021
Revenues and other income:
Sales and other operating revenues															$	38,058					$	22,711
Income from equity method investments															142						91
Net gain (loss) on disposal of assets															(18)						3
Other income															202						77
Total revenues and other income															38,384						22,882
Costs and expenses:
Cost of revenues (excludes items below)															35,068						21,084
Depreciation and amortization															805						844
Selling, general and administrative expenses															603						575
Other taxes															192						162
Total costs and expenses															36,668						22,665
Income from continuing operations															1,716						217
Net interest and other financial costs															262						353
Income (loss) from continuing operations before income taxes															1,454						(136)
Provision for income taxes on continuing operations															282						34
Income (loss) from continuing operations, net of tax															1,172						(170)
Income from discontinued operations, net of tax															—						234
Net income															1,172						64
Less net income attributable to:
Redeemable noncontrolling interest															21						20
Noncontrolling interests															306						286
Net income (loss) attributable to MPC															$	845					$	(242)
Per share data (See Note 8)
Basic:
Continuing operations															$	1.50					$	(0.73)
Discontinued operations															—						0.36
Net income (loss) per share															$	1.50					$	(0.37)
Weighted average shares outstanding															564						651
Diluted:
Continuing operations															$	1.49					$	(0.73)
Discontinued operations															—						0.36
Net income (loss) per share															$	1.49					$	(0.37)
Weighted average shares outstanding															568						651

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

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

									Three Months Ended March 31,
(Millions of dollars)															2022						2021
Net income															$	1,172					$	64
Defined benefit plans:
Actuarial changes, net of tax of $4 and $3, respectively															12						9
Prior service, net of tax of $(4) and $(3), respectively															(13)						(8)
Other, net of tax of $(2) and $—, respectively															(6)						—
Other comprehensive income (loss)															(7)						1
Comprehensive income															1,165						65
Less comprehensive income attributable to:
Redeemable noncontrolling interest															21						20
Noncontrolling interests															306						286
Comprehensive income (loss) attributable to MPC															$	838					$	(241)

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

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Millions of dollars, except share data)			March 31, 2022						December 31, 2021
Assets
Cash and cash equivalents			$	7,148					$	5,291
Short-term investments			3,449						5,548
Receivables, less allowance for doubtful accounts of $39 and $40, respectively			15,661						11,034
Inventories			9,482						8,055
Other current assets			648						568
Total current assets			36,388						30,496
Equity method investments			5,514						5,409
Property, plant and equipment, net			37,145						37,440
Goodwill			8,256						8,256
Right of use assets			1,331						1,372
Other noncurrent assets			2,318						2,400
Total assets			$	90,952					$	85,373
Liabilities
Accounts payable			$	19,791					$	13,700
Payroll and benefits payable			976						911
Accrued taxes			1,691						1,231
Debt due within one year			1,075						571
Operating lease liabilities			420						438
Other current liabilities			1,167						1,047
Total current liabilities			25,120						17,898
Long-term debt			25,634						24,968
Deferred income taxes			5,571						5,638
Defined benefit postretirement plan obligations			1,063						1,015
Long-term operating lease liabilities			905						927
Deferred credits and other liabilities			1,360						1,346
Total liabilities			59,653						51,792
Commitments and contingencies (see Note 22)
Redeemable noncontrolling interest			965						965
Equity
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)			—						—
Common stock:
Issued – 987 million and 984 million shares (par value $0.01 per share, 2 billion shares authorized)			10						10
Held in treasury, at cost – 442 million and 405 million shares			(22,711)						(19,904)
Additional paid-in capital			33,327						33,262
Retained earnings			13,420						12,905
Accumulated other comprehensive loss			(74)						(67)
Total MPC stockholders’ equity			23,972						26,206
Noncontrolling interests			6,362						6,410
Total equity			30,334						32,616
Total liabilities, redeemable noncontrolling interest and equity			$	90,952					$	85,373

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

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

			Three Months Ended March 31,
(Millions of dollars)			2022						2021
Operating activities:
Net income			$	1,172					$	64
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs and debt discount			19						22
Depreciation and amortization			805						844
Pension and other postretirement benefits, net			35						(158)
Deferred income taxes			(52)						24
Net (gain) loss on disposal of assets			18						(3)
Income from equity method investments			(142)						(91)
Distributions from equity method investments			160						142
Income from discontinued operations			—						(234)
Changes in income tax receivable			(13)						54
Changes in the fair value of derivative instruments			(71)						(43)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Current receivables			(4,627)						(1,723)
Inventories			(1,423)						(408)
Current accounts payable and accrued liabilities			6,717						1,821
Right of use assets and operating lease liabilities, net			2						5
All other, net			(87)						(51)
Cash provided by operating activities - continuing operations			2,513						265
Cash provided by operating activities - discontinued operations			—						189
Net cash provided by operating activities			2,513						454
Investing activities:
Additions to property, plant and equipment			(495)						(304)
Disposal of assets			7						76
Investments – acquisitions and contributions			(112)						(51)
– redemptions, repayments and return of capital			—						1
Purchases of short-term investments			(364)						—
Sales of short-term investments			1,014						—
Maturities of short-term investments			1,443						—
All other, net			215						98
Cash provided by (used in) investing activities - continuing operations			1,708						(180)
Cash used in investing activities - discontinued operations			—						(87)
Net cash provided by (used in) investing activities			1,708						(267)
Financing activities:
Commercial paper – issued			—						6,049
– repayments			—						(5,356)
Long-term debt – borrowings			2,385						6,785
– repayments			(1,218)						(6,613)
Debt issuance costs			(16)						—
Issuance of common stock			96						23
Common stock repurchased			(2,846)						—
Dividends paid			(330)						(379)

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			Three Months Ended March 31,
(Millions of dollars)			2022						2021
Distributions to noncontrolling interests			(311)						(320)
Repurchases of noncontrolling interests			(100)						(155)
All other, net			(24)						(18)
Net cash provided by (used in) financing activities			(2,364)						16
Net change in cash, cash equivalents and restricted cash			$	1,857					$	203
Cash, cash equivalents and restricted cash balances:****(a)
Continuing operations - beginning of period			$	5,294					$	416
Discontinued operations - beginning of period			—						140
Less: Discontinued operations - end of period			—						134
Continuing operations - end of period			$	7,151					$	625

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

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

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MARATHON PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMBALE NONCONTROLLING INTEREST

(Unaudited)

			MPC Stockholders’ Equity
			Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Non-controlling Interests						Total Equity									Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)			Shares						Amount						Shares						Amount
Balance as of December 31, 2021			984						$	10					(405)						$	(19,904)					$	33,262					$	12,905					$	(67)					$	6,410					$	32,616								$	965
Net income			—						—						—						—						—						845						—						306						1,151									21
Dividends declared on common stock ($0.58 per share)			—						—						—						—						—						(330)						—						—						(330)									—
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(290)						(290)									(21)
Other comprehensive loss			—						—						—						—						—						—						(7)						—						(7)									—
Shares repurchased			—						—						(37)						(2,807)						—						—						—						—						(2,807)									—
Stock-based compensation			3						—						—						—						90						—						—						(1)						89									—
Equity transactions of MPLX			—						—						—						—						(25)						—						—						(63)						(88)									—
Balance as of March 31, 2022			987						$	10					(442)						$	(22,711)					$	33,327					$	13,420					$	(74)					$	6,362					$	30,334								$	965

			MPC Stockholders’ Equity
			Common Stock												Treasury Stock												Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Non-controlling Interests						Total Equity									Redeemable Non-controlling Interest
(Shares in millions; amounts in millions of dollars)			Shares						Amount						Shares						Amount
Balance as of December 31, 2020			980						$	10					(329)						$	(15,157)					$	33,208					$	4,650					$	(512)					$	7,053					$	29,252								$	968
Net income (loss)			—						—						—						—						—						(242)						—						286						44									20
Dividends declared on common stock ($0.58 per share)			—						—						—						—						—						(379)						—						—						(379)									—
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(300)						(300)									(20)
Other comprehensive income			—						—						—						—						—						—						1						—						1									—
Stock-based compensation			1						—						—						(1)						18						—						—						—						17									—
Equity transactions of MPLX			—						—						—						—						(4)						—						—						(120)						(124)									—
Balance as of March 31, 2021			981						$	10					(329)						$	(15,158)					$	33,222					$	4,029					$	(511)					$	6,919					$	28,511								$	968

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Description of the Business

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

Basis of Presentation

All significant intercompany transactions and accounts have been eliminated.

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

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

2**.** ACCOUNTING STANDARDS

Recently Adopted

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

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

3. SHORT-TERM INVESTMENTS

Investments Components

The components of investments were as follows:

						March 31, 2022
(In millions)						Fair Value Level						Amortized Cost						Unrealized Gains						Unrealized Losses						Fair Value						Cash and Cash Equivalents						Short-term Investments
Available-for-sale debt securities
Commercial paper						Level 2						$	2,481					$	—					$	(5)					$	2,476					$	270					$	2,206
Certificates of deposit and time deposits						Level 2						4,540						—						(3)						4,537						3,350						1,187
U.S. government securities						Level 1						28						—						—						28						—						28
Corporate notes and bonds						Level 2						28						—						—						28						—						28
Total available-for-sale debt securities												$	7,077					$	—					$	(8)					$	7,069					$	3,620					$	3,449
Cash																														3,528						3,528						—
Total																														$	10,597					$	7,148					$	3,449

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						December 31, 2021
(In millions)						Fair Value Level						Amortized Cost						Unrealized Gains						Unrealized Losses						Fair Value						Cash and Cash Equivalents						Short-term Investments
Available-for-sale debt securities
Commercial paper						Level 2						$	4,905					$	—					$	(1)					$	4,904					$	868					$	4,036
Certificates of deposit and time deposits						Level 2						2,024						—						—						2,024						750						1,274
U.S. government securities						Level 1						28						—						—						28						—						28
Corporate notes and bonds						Level 2						271						—						—						271						61						210
Total available-for-sale debt securities												$	7,228					$	—					$	(1)					$	7,227					$	1,679					$	5,548
Cash																														3,612						3,612						—
Total																														$	10,839					$	5,291					$	5,548

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

Unrealized losses on debt investments held from May 14, 2021 to March 31, 2022 were not material. Realized gains/losses were not material. All of our available-for-sale debt securities held as of March 31, 2022 mature within one year or less or are readily available for use.

4**.** DISCONTINUED OPERATIONS

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

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

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

															Three Months Ended March 31,
(In millions)																					2021
Total revenues and other income																					$	5,339
Costs and expenses:
Cost of revenues (excludes items below)																					4,906
Depreciation and amortization																					2
Selling, general and administrative expenses																					73
Other taxes																					51
Total costs and expenses																					5,032
Income from operations																					307
Net interest and other financial costs																					4
Income before income taxes																					303
Provision for income taxes																					69
Income from discontinued operations, net of tax																					$	234

Fuel Supply Agreements

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

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5**.** MASTER LIMITED PARTNERSHIP

We own the general partner and a majority limited partner interest in MPLX, which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We control MPLX through our ownership of the general partner interest. As of March 31, 2022, we owned approximately 64 percent of the outstanding MPLX common units.

Unit Repurchase Program

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

Total unit repurchases were as follows for the respective periods:

									Three Months Ended March 31,
(In millions, except per share data)															2022						2021
Number of common units repurchased															3						6
Cash paid for common units repurchased															$	100					$	155
Average cost per unit															$	32.06					$	24.78

As of March 31, 2022, MPLX had $237 million remaining under its unit repurchase authorization.

Agreements

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

Noncontrolling Interest

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

			Three Months Ended March 31,
(In millions)			2022						2021
Decrease due to change in ownership			$	(37)					$	(35)
Tax impact			12						31
Decrease in MPC's additional paid-in capital, net of tax			$	(25)					$	(4)

6**.** VARIABLE INTEREST ENTITIES

Consolidated VIE

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

The creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted. MPC has effectively guaranteed certain indebtedness of LOOP LLC (“LOOP”) and LOCAP LLC (“LOCAP”), in which MPLX holds an interest. See Note 22 for more information. The assets of MPLX can only be used to settle its own obligations and its creditors have no recourse to our assets, except as noted earlier.

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

(In millions)			March 31, 2022						December 31, 2021
Assets
Cash and cash equivalents			$	42					$	13
Receivables, less allowance for doubtful accounts			753						660
Inventories			149						142
Other current assets			54						55
Equity method investments			4,079						3,981
Property, plant and equipment, net			19,912						20,042
Goodwill			7,657						7,657
Right of use assets			280						268
Other noncurrent assets			850						891
Liabilities
Accounts payable			$	745					$	671
Payroll and benefits payable			3						6
Accrued taxes			71						75
Debt due within one year			999						499
Operating lease liabilities			47						59
Other current liabilities			353						304
Long-term debt			18,757						18,072
Deferred income taxes			14						10
Long-term operating lease liabilities			228						205
Deferred credits and other liabilities			570						559

7**.** RELATED PARTY TRANSACTIONS

Transactions with related parties were as follows:

									Three Months Ended March 31,
(In millions)															2022						2021
Sales to related parties															$	19					$	43
Purchases from related parties															282						203

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

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

8**.** EARNINGS (LOSS) PER SHARE

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

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									Three Months Ended March 31,
(In millions, except per share data)															2022						2021
Income (loss) from continuing operations, net of tax															$	1,172					$	(170)
Less: Net income attributable to noncontrolling interest															327						306
Net income allocated to participating securities															—						—
Income (loss) from continuing operations available to common stockholders															845						(476)
Income from discontinued operations, net of tax															—						234
Income (loss) available to common stockholders															$	845					$	(242)
Weighted average common shares outstanding:
Basic															564						651
Effect of dilutive securities															4						—
Diluted															568						651
Income (loss) available to common stockholders per share:
Basic:
Continuing operations															$	1.50					$	(0.73)
Discontinued operations															—						0.36
Net income (loss) per share															$	1.50					$	(0.37)
Diluted:
Continuing operations															$	1.49					$	(0.73)
Discontinued operations															—						0.36
Net income (loss) per share															$	1.49					$	(0.37)

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

									Three Months Ended March 31,
(In millions)															2022						2021
Shares issuable under stock-based compensation plans															—						10

9. EQUITY

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

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

Total share repurchases were as follows for the respective periods:

									Three Months Ended March 31,
(In millions, except per share data)															2022						2021
Number of shares repurchased															37						—
Cash paid for shares repurchased															$	2,846					$	—
Average cost per share															$	75.88					$	—

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As of March 31, 2022, MPC has $7.46 billion remaining under its share repurchase authorizations, which reflects the repurchase of 539,000 common shares for $46 million that were transacted in the first quarter of 2022 and settled in the second quarter of 2022.

10**.** SEGMENT INFORMATION

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

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

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

During the first quarter of 2022, our chief operating decision maker (“CODM”) began to evaluate the performance of our segments using segment adjusted EBITDA. We have modified our presentation of segment performance to be consistent with this change, including prior periods presented for consistent and comparable presentation. Amounts included in income (loss) from continuing operations before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Assets by segment are not a measure used to assess the performance of the company by the CODM and thus are not reported in our disclosures.

									Three Months Ended March 31,
(In millions)															2022						2021
Segment adjusted EBITDA for reportable segments
Refining & Marketing															$	1,374					$	23
Midstream															1,403						1,322
Total reportable segments															$	2,777					$	1,345
Reconciliation of segment adjusted EBITDA for reportable segments to income (loss) from continuing operations before income taxes
Total reportable segments															$	2,777					$	1,345
Corporate															(138)						(125)
Refining planned turnaround costs															(145)						(112)
Storm impacts															—						(47)
Litigation															27						—
Depreciation and amortization															(805)						(844)
Net interest and other financial costs															(262)						(353)
Income (loss) from continuing operations before income taxes															$	1,454					$	(136)

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									Three Months Ended March 31,
(In millions)															2022						2021
Sales and other operating revenues
Refining & Marketing
Revenues from external customers(a)															$	36,792					$	21,661
Intersegment revenues															36						28
Refining & Marketing segment revenues															36,828						21,689
Midstream
Revenues from external customers(a)															1,266						1,050
Intersegment revenues															1,247						1,199
Midstream segment revenues															2,513						2,249
Total segment revenues															39,341						23,938
Less: intersegment revenues															1,283						1,227
Consolidated sales and other operating revenues(a)															$	38,058					$	22,711

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

									Three Months Ended March 31,
(In millions)															2022						2021
Income from equity method investments
Refining & Marketing															$	12					$	5
Midstream															130						86
Corporate															—						—
Consolidated income from equity method investments															$	142					$	91
Depreciation and amortization
Refining & Marketing															$	461					$	478
Midstream															331						334
Corporate															13						32
Consolidated depreciation and amortization															$	805					$	844
Capital expenditures
Refining & Marketing															$	244					$	134
Midstream															283						138
Segment capital expenditures and investments															527						272
Less investments in equity method investees															112						51
Plus:
Corporate															23						21
Capitalized interest															23						14
Consolidated capital expenditures(a)															$	461					$	256

(a)Includes changes in capital expenditure accruals. See Note 19 for a reconciliation of total capital expenditures to additions to property, plant and equipment for the three months ended March 31, 2022 and 2021 as reported in the consolidated statements of cash flows.

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

Net interest and other financial costs were as follows:

									Three Months Ended March 31,
(In millions)															2022						2021
Interest income															$	(5)					$	(1)
Interest expense															310						351
Interest capitalized															(23)						(17)
Pension and other postretirement non-service costs(a)															(21)						—
Other financial costs															1						20
Net interest and other financial costs															$	262					$	353

(a)See Note 21.

12. INCOME TAXES

We recorded a combined federal, state and foreign income tax provision of $282 million for the three months ended March 31, 2022, which was lower than the tax computed at the U.S. statutory rate primarily due to certain permanent tax benefits related to net income attributable to noncontrolling interests offset by state taxes.

We recorded a combined federal, state and foreign income tax provision of $34 million for the three months ended March 31, 2021, which was higher than the tax computed at the U.S. statutory rate primarily due to certain permanent tax benefits not recognized on net losses attributable to noncontrolling interests, and due to state taxes and unrecognized tax benefits.

13. INVENTORIES

(In millions)			March 31, 2022						December 31, 2021
Crude oil			$	2,815					$	2,639
Refined products			5,675						4,460
Materials and supplies			992						956
Total			$	9,482					$	8,055

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

14**.** PROPERTY, PLANT AND EQUIPMENT

						March 31, 2022																		December 31, 2021
(In millions)						Gross PP&E						Accumulated Depreciation						Net PP&E						Gross PP&E						Accumulated Depreciation						Net PP&E
Refining & Marketing						$	31,345					$	15,284					$	16,061					$	31,089					$	14,876					$	16,213
Midstream						28,254						7,678						20,576						28,098						7,384						20,714
Corporate						1,453						945						508						1,446						933						513
Total						$	61,052					$	23,907					$	37,145					$	60,633					$	23,193					$	37,440

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15**.** FAIR VALUE MEASUREMENTS

Fair Values—Recurring

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

			March 31, 2022
			Fair Value Hierarchy
(In millions)			Level 1						Level 2						Level 3						Netting and Collateral(a)						Net Carrying Value on Balance Sheet(b)						Collateral Pledged Not Offset
Assets:
Commodity contracts			$	764					$	—					$	—					$	(709)					$	55					$	74
Liabilities:
Commodity contracts			$	745					$	—					$	—					$	(745)					$	—					$	—
Embedded derivatives in commodity contracts			—						—						99						—						99						—

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

(a)Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of March 31, 2022, cash collateral of $36 million was netted with the mark-to-market derivative liabilities. As of December 31, 2021, cash collateral of $14 million was netted with mark-to-market derivative liabilities.

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

Level 3 instruments include embedded derivatives in commodity contracts. The embedded derivative liability relates to a natural gas purchase agreement embedded in a keep‑whole processing agreement. The fair value calculation for these Level 3 instruments at March 31, 2022 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.73 to $2.38 per gallon with a weighted average of $0.97 per gallon and (2) the probability of renewal of 100 percent for the five-year term of the natural gas purchase agreement and the related keep-whole processing agreement. Increases or decreases in the fractionation spread result in an increase or decrease in the fair value of the embedded derivative liability.

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

									Three Months Ended March 31,
(In millions)															2022						2021
Beginning balance															$	108					$	63
Unrealized and realized (gains) losses included in net income															(4)						6
Settlements of derivative instruments															(5)						(3)
Ending balance															$	99					$	66
The amount of total (gains) losses for the period included in earnings attributable to the change in unrealized (gains) losses relating to assets still held at the end of period:															$	(5)					$	5

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Fair Values – Reported

We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities, approximate fair value. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments and the expected insignificance of bad debt expense, which includes an evaluation of counterparty credit risk. The borrowings under our revolving credit facilities, which include variable interest rates, approximate fair value. The fair value of our long-term debt is based on prices from recent trade activity and is categorized in level 3 of the fair value hierarchy. The carrying and fair values of our debt were approximately $26.3 billion and $27.1 billion at March 31, 2022, respectively, and approximately $25.1 billion and $28.1 billion at December 31, 2021, respectively. These carrying and fair values of our debt exclude the unamortized issuance costs which are netted against our total debt.

16**.** DERIVATIVES

For further information regarding the fair value measurement of derivative instruments, including any effect of master netting agreements or collateral, see Note 15. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.

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

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

(In millions)			March 31, 2022												December 31, 2021
Balance Sheet Location			Asset						Liability						Asset						Liability
Commodity derivatives
Other current assets			$	764					$	745					$	271					$	249
Other current liabilities(a)			—						16						—						15
Deferred credits and other liabilities(a)			—						83						—						93

(a) Includes embedded derivatives.

The table below summarizes open commodity derivative contracts for crude oil, refined products, blending products and soybean oil as of March 31, 2022.

			Percentage of contracts that expire next quarter						Position
(Units in thousands of barrels)						Long						Short
Exchange-traded(a)
Crude oil			87.9%						89,111						88,433
Refined products			91.2%						15,031						17,289
Blending products			100.0%						1,487						1,713
Soybean oil			97.7%						1,283						1,727

(a) Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 17,010 long and 14,205 short; Refined products - 1,501 long and 1,665 short. There are no spread contracts for blending products or soybean oil.

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

															Gain (Loss)
(In millions)									Three Months Ended March 31,
Income Statement Location															2022						2021
Sales and other operating revenues															$	—					$	(10)
Cost of revenues															(342)						(65)
Other income															2						—
Total															$	(340)					$	(75)

17**.** DEBT

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

(In millions)			March 31, 2022						December 31, 2021
Marathon Petroleum Corporation:
Senior notes			$	6,449					$	6,449
Notes payable			1						1
Finance lease obligations			574						589
Total			$	7,024					$	7,039
MPLX LP:
Bank revolving credit facility			—						300
Senior notes			20,100						18,600
Finance lease obligations			8						9
Total			$	20,108					$	18,909
Total debt			$	27,132					$	25,948
Unamortized debt issuance costs			(143)						(129)
Unamortized (discount) premium, net			(280)						(280)
Amounts due within one year			(1,075)						(571)
Total long-term debt due after one year			$	25,634					$	24,968

MPLX Senior Notes

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

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Available Capacity under our Credit Facilities as of March 31, 2022

(Dollars in millions)						Total Capacity						Outstanding Borrowings						Outstanding Letters of Credit						Available Capacity						Weighted Average Interest Rate						Expiration
MPC, excluding MPLX
MPC bank revolving credit facility						$	5,000					$	—					$	1					$	4,999					—		%				October 2023
MPC trade receivables securitization facility(a)						1,000						—						996						4						—						September 2022
MPLX
MPLX bank revolving credit facility						3,500						—						—						3,500						—		%				July 2024

(a) The committed borrowing and letter of credit issuance capacity of the trade receivables securitization facility is $100 million. The facility allows banks to issue letters of credit for up to $900 million in excess of the committed capacity at their discretion if there is available borrowing base capacity. This uncommitted capacity was utilized in the first quarter of 2022 to secure contracts awarded by the Department of Energy to purchase crude oil from the strategic petroleum reserve. The uncommitted letter of credit issuing capacity under the facility is scheduled to decrease to $400 million on July 29, 2022

18**.** REVENUE

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

									Three Months Ended March 31,
(In millions)															2022						2021
Refining & Marketing:
Refined products															$	33,593					$	19,809
Crude oil															2,889						1,446
Services and other															310						406
Total revenues from external customers															36,792						21,661
Midstream:
Refined products															497						282
Services and other															769						768
Total revenues from external customers															1,266						1,050
Sales and other operating revenues															$	38,058					$	22,711

We do not disclose information on the future performance obligations for any contract with expected duration of one year or less at inception. As of March 31, 2022, we do not have future performance obligations that are material to future periods.

Receivables

On the accompanying consolidated balance sheets, receivables, less allowance for doubtful accounts primarily consists of customer receivables. Significant, non-customer balances included in our receivables at March 31, 2022 include matching buy/sell receivables of $7.15 billion.

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19**.** SUPPLEMENTAL CASH FLOW INFORMATION

			Three Months Ended March 31,
(In millions)			2022						2021
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)			$	278					$	336
Net income taxes paid to (received from) taxing authorities			—						1

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

			Three Months Ended March 31,
(In millions)			2022						2021
Additions to property, plant and equipment per the consolidated statements of cash flows			$	495					$	304
Decrease in capital accruals			(34)						(48)
Total capital expenditures			$	461					$	256

20**.** ACCUMULATED OTHER COMPREHENSIVE LOSS

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

(In millions)			Pension Benefits						Other Benefits						Other						Total
Balance as of December 31, 2020			$	(338)					$	(181)					$	7					$	(512)
Other comprehensive loss before reclassifications, net of tax of $0			(2)						—						—						(2)
Amounts reclassified from accumulated other comprehensive loss:
Amortization – prior service credit(a)			(11)						1						—						(10)
– actuarial loss(a)			12						2						—						14
– settlement loss(a)			—						—						—						—
Other			—						—						(1)						(1)
Tax effect			(1)						—						1						—
Other comprehensive income (loss)			(2)						3						—						1
Balance as of March 31, 2021			$	(340)					$	(178)					$	7					$	(511)

(In millions)			Pension Benefits						Other Benefits						Other						Total
Balance as of December 31, 2021			$	(117)					$	49					$	1					$	(67)
Other comprehensive gain (loss) before reclassifications, net of tax of $(1)			3						3						(6)						—
Amounts reclassified from accumulated other comprehensive loss:
Amortization – prior service credit(a)			(11)						(5)						—						(16)
– actuarial loss(a)			4						2						—						6
– settlement loss(a)			2						—						—						2
Tax effect			1						—						—						1
Other comprehensive loss			(1)						—						(6)						(7)
Balance as of March 31, 2022			$	(118)					$	49					$	(5)					$	(74)

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

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21**.** PENSION AND OTHER POSTRETIREMENT BENEFITS

The following summarizes the components of net periodic benefit costs:

									Three Months Ended March 31,
(In millions)															2022						2021
Pension Benefits
Service cost															$	68					$	76
Interest cost															23						23
Expected return on plan assets															(41)						(33)
Amortization – prior service credit															(11)						(11)
– actuarial loss															4						11
– settlement loss															2						—
Net periodic pension benefit cost															$	45					$	66
Other Benefits
Service cost															$	8					$	10
Interest cost															5						7
Amortization – prior service cost (credit)															(5)						1
– actuarial loss															2						2
Net periodic other benefit cost															$	10					$	20

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

During the three months ended March 31, 2022, we did not make contributions to our funded pension plans. Benefit payments related to unfunded pension and other postretirement benefit plans were $5 million and $14 million, respectively, during the three months ended March 31, 2022.

22**.** COMMITMENTS AND CONTINGENCIES

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

Environmental Matters

We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites and certain other locations including presently or formerly owned or operated retail marketing sites. Penalties may be imposed for noncompliance.

At March 31, 2022 and December 31, 2021, accrued liabilities for remediation totaled $416 million and $401 million, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $6 million at both March 31, 2022 and December 31, 2021.

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

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

Other Legal Proceedings

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

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

Guarantees

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

Guarantees related to indebtedness of equity method investees

LOOP and LOCAP

MPC and MPLX hold interests in an offshore oil port, LOOP, and MPLX holds an interest in a crude oil pipeline system, LOCAP. Both LOOP and LOCAP have secured various project financings with throughput and deficiency agreements. Under the agreements, MPC, as a shipper, is required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The duration of the agreements varies but tends to follow the terms of the underlying debt, which extend through 2037. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $171 million as of March 31, 2022.

Dakota Access Pipeline

MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to as the Bakken Pipeline system or DAPL. In 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement. The EIS is currently expected to be completed in the second half of 2022.

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

MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system. If the

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pipeline were temporarily shut down, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown. MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the permit and/or return the pipeline into operation. If the vacatur of the easement permit results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the 1% redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of March 31, 2022, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.

Crowley Ocean Partners LLC and Crowley Blue Water Partners LLC

In connection with our 50 percent indirect interest in Crowley Ocean Partners LLC, we have agreed to conditionally guarantee our portion of the obligations of the joint venture and its subsidiaries under a senior secured term loan used to finance the acquisition of four product tankers. MPC’s liability under the guarantee for each vessel is conditioned upon the occurrence of certain events, including if we cease to maintain an investment grade credit rating or the charter for the relevant product tanker ceases to be in effect and is not replaced by a charter with an investment grade company on certain defined commercial terms. During the first quarter of 2022, the guarantee for the debt associated with one of the four vessels became effective upon the expiration of the charter for the relevant vessel. As of March 31, 2022, our maximum potential undiscounted payments under this agreement for debt principal totaled $103 million.

In connection with our 50 percent indirect interest in Crowley Blue Water Partners LLC, we have agreed to provide a conditional guarantee of up to 50 percent of its outstanding debt balance in the event there is no charter agreement in place with an investment grade customer for the entity’s three vessels as well as other financial support in certain circumstances. As of March 31, 2022, our maximum potential undiscounted payments under this arrangement was $104 million.

Other guarantees

We have entered into other guarantees with maximum potential undiscounted payments totaling $98 million as of March 31, 2022, which primarily consist of a commitment to contribute cash to an equity method investee for certain catastrophic events, in lieu of procuring insurance coverage, a commitment to fund a share of the bonds issued by a government entity for construction of public utilities in the event that other industrial users of the facility default on their utility payments and leases of assets containing general lease indemnities and guaranteed residual values.

Contractual Commitments and Contingencies

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

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