Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

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

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

• future financial and operating results;

• environmental, social and governance (“ESG”) goals and targets, including those related to greenhouse gas emissions, diversity and inclusion and ESG reporting;

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

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

• expected savings from the restructuring or reorganization of business components;

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

• business strategies, growth opportunities and expected investments;

• consumer demand for refined products, natural gas and NGLs;

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

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

Our forward-looking statements are not guarantees of future performance, and you should not rely unduly on them, as they involve risks, uncertainties and assumptions. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

• the continuance or escalation of the military conflict between Russia and Ukraine, and related sanctions;

• general economic, political or regulatory developments, including inflation, changes in governmental policies relating to refined petroleum products, crude oil, natural gas or NGLs, or taxation;

• 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;

• further impairments;

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

• disruptions in credit markets or changes to credit ratings;

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

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

• continued or further volatility in and 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 events or otherwise;

• compliance with federal and state environmental, economic, health and safety, energy and other policies and regulations and enforcement actions initiated thereunder;

• adverse market conditions or other risks affecting MPLX;

• refining industry overcapacity or under capacity;

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

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

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

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

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

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

• completion of pipeline projects within the United States;

• changes in fuel and utility costs for our facilities;

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

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

• 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 products;

• labor and material shortages;

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

• personnel changes.

For additional risk factors affecting our business, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2021. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

EXECUTIVE SUMMARY

Business Update

Through the first three months of 2022, we continue to see recovery in demand for products and services across all our regions. We are unable to predict the potential effects that further resurgences of COVID-19 or the continuance or escalation of the military conflict between Russia and Ukraine may have on our financial position and results.

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

Strengthen Competitive Position of Assets

We are committed to positioning our assets so that we are a leader in operational, financial, and sustainability performance and are evaluating the strength and fit of assets in our portfolio. Our goal is that each individual asset generates free-cash-flow back to the business and contributes to shareholder returns. With our 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.

Improve Commercial Performance

We are focused on leveraging advantaged raw material selection, new approaches in the commercial space to be more dynamic amidst changing market conditions, and achieving technology improvements to advance our commercial performance. A near-term focus has been securing advantaged renewable feedstocks as we continue to advance our renewable fuels production capabilities. This includes exploring joint venture opportunities and strategic alliances within the renewable fuels value chain.

Continued Capital Discipline and Focus on Low-Cost Culture

We are committed to achieving operational excellence by reducing costs, improving efficiency, driving operational improvements and being disciplined in capital allocation. This means lowering our costs in all aspects of our business and challenging ourselves to be disciplined in every dollar we spend across our organization. We look to optimize our portfolio of investment opportunities to ensure efficient deployment of capital focusing on projects with the highest returns.

Commitment to Sustainability

Our approach to sustainability spans the environmental, social and governance dimensions of our business. That means strengthening resiliency by lowering the carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people

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and many stakeholders. Specifically, we established a 2030 target to reduce our absolute Scope 3 - Category 11 GHG emissions by 15% below 2019 levels. Additionally, MPLX established a new 2030 target to reduce methane emissions intensity by 75% below 2016 levels. The reduction target applies to MPLX’s natural gas gathering and processing operations and represents an expansion of the existing 2025 target, established in 2020, to reduce methane emissions intensity by 50% below 2016 levels.

Strategic Updates

Martinez Renewable Fuels Project Joint Venture

On March 1, 2022, MPC announced it entered into definitive agreements to form a joint venture with Neste for its Martinez renewable fuels project. The partnership will be structured as a 50/50 joint venture with Neste expected to contribute a total of $1 billion, inclusive of half of the total project development costs projected through the completion of the project. MPC will continue to manage project execution and operate the facility once construction is complete. The closing of the joint venture is subject to customary closing conditions and regulatory approvals, including obtaining the necessary permits, which depend upon certification of a final Environmental Impact Report.

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.

The Martinez facility is currently targeted to have a production capacity of 260 million gallons per year of renewable diesel in the second half of 2022, with pretreatment capabilities to come online in 2023. The facility is expected to be capable of producing 730 million gallons per year by the end of 2023. Estimated total project costs for Martinez remain at approximately $1.2 billion. Both Neste and MPC will be responsible for raw material sourcing for the joint venture. The production output will be split evenly between the joint venture partners, and each partner will be responsible for marketing the products under its own brand. The expected and targeted timelines for achieving the production capacities outlined above are dependent upon the timing of obtaining the necessary permits to operate the facility.

Share Repurchase Authorization

On February 2, 2022, we announced our board of directors approved an incremental $5.0 billion share repurchase authorization. The authorization has no expiration date. As of March 31, 2022, MPC had $7.46 billion remaining under its share repurchase authorizations.

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Results

During the first quarter of 2022, our 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 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.

Select results for continuing operations are reflected in the following table.

									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)

The following table includes net income (loss) per diluted share data.

						Three Months Ended March 31,
						2022						2021
Net income (loss) per diluted share
Continuing operations						$	1.49					$	(0.73)
Discontinued operations						—						0.36
Net income (loss) attributable to MPC						$	1.49					$	(0.37)

Net income (loss) attributable to MPC was $845 million, or $1.49 per diluted share, in the first quarter of 2022 compared to $(242) million, or $(0.37) per diluted share, for the first quarter of 2021.

For the first quarter of 2022, the change was largely due to increases in average refined product sales prices and volumes, partially offset by the absence of income from discontinued operations due to the sale of the Speedway business on May 14, 2021.

See Note 4 to the unaudited consolidated financial statements for additional information on discontinued operations.

Refer to the Results of Operations section for a discussion of consolidated financial results and segment results for the first quarter of 2022 as compared to the first quarter of 2021.

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MPLX

We owned approximately 647 million MPLX common units at March 31, 2022 with a market value of $21.48 billion based on the March 31, 2022 closing price of $33.18 per common unit. On April 26, 2022, MPLX declared a quarterly cash distribution of $0.7050 per common unit payable on May 13, 2022. As a result, MPC’s portion of this distribution is approximately $456 million.

We received limited partner distributions of $456 million from MPLX in the three months ended March 31, 2022 and $445 million in the three months ended March 31, 2021.

During the three months ended March 31, 2022, MPLX repurchased approximately 3 million MPLX common units at an average cost per unit of $32.06 and paid $100 million of cash. As of March 31, 2022, $237 million remained available under the authorization for future unit repurchases.

See Note 5 to the unaudited consolidated financial statements for additional information on MPLX.

OVERVIEW OF SEGMENTS

Refining & Marketing

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

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

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

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

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

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

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

The following table provides sensitivities showing an estimated change in annual net income due to potential changes in market conditions.

(In millions, after-tax)
Blended crack spread sensitivity(a) (per $1.00/barrel change)						$	800
Sour differential sensitivity(b) (per $1.00/barrel change)						375
Sweet differential sensitivity(c) (per $1.00/barrel change)						375
Natural gas price sensitivity(d) (per $1.00/MMBtu)						250

(a)Crack spread based on 40 percent MEH, 40 percent WTI and 20 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.

(b)Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2022 will be sour crude.

(c)Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland. We assume approximately 50 percent of the crude processed at our refineries in 2022 will be sweet crude.

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

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

• the selling prices realized for refined products;

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

• our refinery yields;

• the cost of products purchased for resale;

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

• the potential impact of LCM adjustments to inventories in periods of declining prices; and

• the potential impact of LIFO liquidation charges due to draw-downs from historic inventory levels.

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

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

Midstream

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

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

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RESULTS OF OPERATIONS

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

Consolidated Results of Operations

						Three Months Ended March 31,
(In millions)						2022						2021						Variance
Revenues and other income:
Sales and other operating revenues(a)						$	38,058					$	22,711					$	15,347
Income from equity method investments						142						91						51
Net gain (loss) on disposal of assets						(18)						3						(21)
Other income						202						77						125
Total revenues and other income						38,384						22,882						15,502
Costs and expenses:
Cost of revenues (excludes items below)						35,068						21,084						13,984
Depreciation and amortization						805						844						(39)
Selling, general and administrative expenses						603						575						28
Other taxes						192						162						30
Total costs and expenses						36,668						22,665						14,003
Income from continuing operations						1,716						217						1,499
Net interest and other financial costs						262						353						(91)
Income (loss) from continuing operations before income taxes						1,454						(136)						1,590
Provision for income taxes on continuing operations						282						34						248
Income (loss) from continuing operations, net of tax						1,172						(170)						1,342
Income from discontinued operations, net of tax						—						234						(234)
Net income						1,172						64						1,108
Less net income attributable to:
Redeemable noncontrolling interest						21						20						1
Noncontrolling interests						306						286						20
Net income (loss) attributable to MPC						$	845					$	(242)					$	1,087

(a)In accordance with discontinued operations accounting, Speedway sales to retail customers and net results are reflected in Income from discontinued operations, net of tax and Refining & Marketing intercompany sales to Speedway are presented as third party sales through the close of the sale on May 14, 2021.

First Quarter 2022 Compared to First Quarter 2021

Net income attributable to MPC increased $1.09 billion in the first quarter of 2022 compared to the first quarter of 2021 largely due to increases in refined product sales prices and volumes in the first quarter of 2022.

Revenues and other income increased $15.50 billion primarily due to:

• increased sales and other operating revenues of $15.35 billion primarily due to increased Refining & Marketing segment average refined product sales prices of $0.99 per gallon and increased refined product sales volumes of 226 mbpd;

• increased income from equity method investments of $51 million mainly due to increased income from midstream equity affiliates; and

• increased other income of $125 million primarily due to higher income on RIN sales.

Costs and expenses increased $14.00 billion primarily due to increased cost of revenues of $13.98 billion mainly due to higher crude oil costs and finished product purchase prices.

Net interest and other financial costs decreased $91 million largely due to decreased interest expense due to lower MPC and MPLX borrowings.

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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.

Segment Results

We classify our business in the following reportable segments: Refining & Marketing and Midstream. Segment adjusted EBITDA represents adjusted EBITDA attributable to the reportable segments. 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.

Refining & Marketing

The following includes key financial and operating data for the first quarter of 2022 compared to the first quarter of 2021.

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

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						Three Months Ended March 31,
						2022						2021
Refining & Marketing Operating Statistics
Net refinery throughput (mbpd)						2,833						2,565
Refining & Marketing margin per barrel(a)(b)						$	15.31					$	10.16
Less:
Refining operating costs per barrel, excluding storm impacts(c)						5.22						5.16
Distribution costs per barrel						4.79						5.18
Other per barrel(d)						(0.09)						(0.27)
Refining & Marketing adjusted EBITDA per barrel						$	5.39					$	0.09
Less:
Storm impacts on refining operating cost per barrel(e)						—						0.13
Refining planned turnaround costs per barrel						0.57						0.48
Depreciation and amortization per barrel						1.81						2.07
Refining & Marketing segment income (loss) per barrel						$	3.01					$	(2.59)
Fees paid to MPLX per barrel included in distribution costs above						$	3.46					$	3.66

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

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

(c)Includes refining operating costs and major maintenance costs. Excludes planned turnaround and depreciation and amortization expense.

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

(e)Storms in the first quarter of 2021 resulted in higher costs, including maintenance and repairs.

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

						Three Months Ended March 31,
						2022						2021
Benchmark Spot Prices (dollars per gallon)
Chicago CBOB unleaded regular gasoline						$	2.60					$	1.65
Chicago ULSD						2.85						1.74
USGC CBOB unleaded regular gasoline						2.69						1.70
USGC ULSD						2.98						1.70
LA CARBOB						3.04						1.85
LA CARB diesel						3.04						1.78
Market Indicators (dollars per barrel)
WTI						$	95.01					$	58.14
MEH						96.77						59.51
ANS						96.31						61.07
Crack Spreads:
Mid-Continent WTI 3-2-1						$	13.14					$	7.83
USGC MEH 3-2-1						14.96						6.66
West Coast ANS 3-2-1						26.46						10.63
Blended 3-2-1(a)						16.53						7.92

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						Three Months Ended March 31,
						2022						2021
Crude Oil Differentials:
Sweet						$	0.11					$	(1.02)
Sour						(4.88)						(3.12)

(a) Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 40/40/20 percent in 2022 and 2021.

First Quarter 2022 Compared to First Quarter 2021

Refining & Marketing segment revenues increased $15.14 billion primarily due to increased average refined product sales prices of $0.99 per gallon and increased refined product sales volumes of 226 mbpd.

Net refinery throughputs increased 268 mbpd during the first quarter of 2022, primarily due to continuing recovery in demand for our products across all our regions.

Refining & Marketing segment adjusted EBITDA increased $1.35 billion primarily due to higher per barrel margins and higher throughput, partially offset by increased refining operating costs, excluding depreciation and amortization, and distribution costs.

Refining & Marketing margin was $15.31 per barrel for the first quarter of 2022 compared to $10.16 per barrel for the first quarter of 2021. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net positive impact of approximately $2 billion on Refining & Marketing margin for the first quarter of 2022 compared to the first quarter of 2021, primarily due to higher prices. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net negative effect of approximately $800 million on Refining & Marketing segment income in the first quarter of 2022 compared to the first quarter of 2021.

For the three months ended March 31, 2022, refining operating costs, excluding depreciation and amortization and storm impacts, increased $142 million, or $0.06 per barrel, compared to the three months ended March 31, 2021 primarily due to an increase in energy costs largely as a result of higher natural gas and electricity prices.

Distribution costs, excluding depreciation and amortization, increased $24 million and include fees paid to MPLX of $882 million and $846 million for the first quarter of 2022 and 2021, respectively. On a per barrel basis, distribution costs, excluding depreciation and amortization, decreased $0.39 per barrel due to higher throughput.

Refining planned turnaround costs increased $33 million, or $0.09 per barrel, due to the scope and timing of turnaround activity.

Depreciation and amortization decreased $0.26 per barrel primarily due to higher throughput and lower costs.

Supplemental Refining & Marketing Statistics

			Three Months Ended March 31,
			2022						2021
Refining & Marketing Operating Statistics
Crude oil capacity utilization percent(a)			91						83
Refinery throughputs (mbpd):
Crude oil refined			2,624						2,381
Other charge and blendstocks			209						184
Net refinery throughput			2,833						2,565
Sour crude oil throughput percent			47						48
Sweet crude oil throughput percent			53						52

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			Three Months Ended March 31,
			2022						2021
Refined product yields (mbpd):
Gasoline			1,483						1,324
Distillates			978						881
Propane			69						45
NGLs and petrochemicals			161						222
Heavy fuel oil			86						36
Asphalt			87						97
Total			2,864						2,605
Refined product export sales volumes (mbpd)(b)			270						243

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

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

Midstream

The following includes key financial and operating data for the first quarter of 2022 compared to the first quarter of 2021.

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

(b)Includes amounts related to MPLX operated unconsolidated equity method investments on a 100 percent basis.

						Three Months Ended March 31,
Benchmark Prices						2022						2021
Natural Gas NYMEX HH ($ per MMBtu)						$	4.57					$	2.72
C2 + NGL Pricing ($ per gallon)(a)						$	1.15					$	0.73

(a)C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, 6 percent iso-butane, 12 percent normal butane and 12 percent natural gasoline.

First Quarter 2022 Compared to First Quarter 2021

Midstream segment revenue and segment adjusted EBITDA increased $264 million and $81 million, respectively. Results for the quarter benefited from higher revenue, primarily due to higher NGL prices and increased income from equity affiliates.

Corporate

Key Financial Information (in millions)						Three Months Ended March 31,
						2022						2021
Corporate(a)						$	(151)					$	(157)

(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $13 million and $32 million for the three months ended March 31, 2022 and 2021, respectively.

Items not Allocated to Segments

Key Financial Information (in millions)						Three Months Ended March 31,
						2022						2021
Items not allocated to segments:
Litigation						$	27					$	—

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Non-GAAP Financial Measure

Management uses a financial measure to evaluate our operating performance that is calculated and presented on the basis of a methodology other than in accordance with GAAP. We believe this non-GAAP financial measure is useful to investors and analysts to assess our ongoing financial performance because, when reconciled to its most comparable GAAP financial measure, it provides improved comparability between periods through the exclusion of certain items that we believe are not indicative of our core operating performance and that may obscure our underlying business results and trends. This measure should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, and our calculation thereof may not be comparable to similarly titled measures reported by other companies. The non-GAAP financial measure we use is as follows:

Refining & Marketing Margin

Refining & Marketing margin is defined as sales revenue less the cost of refinery inputs and purchased products and excludes other items as reflected in the table below.

Reconciliation of Refining & Marketing income (loss) from operations to Refining & Marketing gross margin and Refining & Marketing margin

									Three Months Ended March 31,
(in millions)									2022						2021
Refining & Marketing income (loss) from operations(a)									$	768					$	(598)
Plus (Less):
Selling, general and administrative expenses									508						456
Income from equity method investments									(12)						(5)
Net gain on disposal of assets									—						(3)
Other income									(181)						(54)
Refining & Marketing gross margin									1,083						(204)
Plus (Less):
Operating expenses (excluding depreciation and amortization)									2,389						2,275
Depreciation and amortization									461						478
Gross margin excluded from and other income included in Refining & Marketing margin(b)									14						(179)
Other taxes included in Refining & Marketing margin									(43)						(24)
Refining & Marketing margin(a)									$	3,904					$	2,346

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

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our consolidated cash and cash equivalents balance for continuing operations was approximately $7.15 billion at March 31, 2022 compared to $5.29 billion at December 31, 2021. Net cash provided by (used in) operating activities, investing activities and financing activities are presented in the following table.

						Three Months Ended March 31,
(In millions)						2022						2021
Net cash provided by (used in):
Operating activities - continuing operations						$	2,513					$	265
Operating activities - discontinued operations						—						189
Total operating activities						2,513						454
Investing activities - continuing operations						1,708						(180)
Investing activities - discontinued operations						—						(87)
Total investing activities						1,708						(267)
Financing activities						(2,364)						16
Total increase (decrease) in cash						$	1,857					$	203

Operating Activities

Continuing Operations

Net cash provided by continuing operations increased $2.25 billion in the first three months of 2022 compared to the first three months of 2021. The change in net cash provided by continuing operations is primarily due to an increase in operating results and a favorable change in working capital of $946 million when comparing the change in working capital in both periods.

For the first three months of 2022, changes in working capital, excluding changes in short-term debt, were a net $598 million source of cash primarily due to the effects of increasing energy commodity prices and volumes at the end of the period on working capital. Accounts payable increased primarily due to increases in crude prices and volumes. Current receivables increased primarily due to higher crude and refined product prices and volumes. Inventories increased primarily due to an increase in refined product inventories.

For the first three months of 2021, changes in working capital, excluding changes in short-term debt, were a net $348 million use of cash primarily due to the effects of increasing energy commodity prices at the end of the period on working capital. Accounts payable increased primarily due to increases in crude prices and volumes. Current receivables increased primarily due to higher crude and refined product prices. Inventories increased due to increases in crude and refined product inventories.

Discontinued Operations

Net cash used in discontinued operations, which reflects the results of the Speedway business, decreased $189 million due to the sale of Speedway on May 14, 2021.

Investing Activities

Continuing Operations

Net cash provided by continuing operations was $1.71 billion in the first three months of 2022 compared to net cash used by continuing operations of $180 million in the first three months of 2021.

• The change in net cash provided by continuing operations is primarily due to maturities and sales of short-term investments of $1.44 billion and $1.01 billion, respectively, partially offset by purchases of short-term investments of $364 million. The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale.

• Additions to property, plant and equipment increased $191 million primarily due to increased capital expenditures in our Midstream and Refining & Marketing segments. See the “Capital Requirements” section for additional information on our capital investment plan.

• Cash used for net investments increased $62 million mainly due to increased MPLX contributions to equity method investments, which included the $60 million contribution to its Bakken Pipeline joint venture to fund its share of a debt repayment by the joint venture.

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

						Three Months Ended March 31,
(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
Investments in equity method investees (excludes acquisitions)						112						51
Total capital expenditures and investments						$	573					$	307

Discontinued Operations

The change in net cash used in discontinued operations is primarily due to the sale of Speedway on May 14, 2021.

Financing Activities

Financing activities were a net $2.36 billion use of cash in the first three months of 2022 compared to a net $16 million source of cash in the first three months of 2021.

• MPC had net borrowings of $693 million under its commercial paper program in the first three months of 2021.

• Long-term debt borrowings and repayments were a net $1.15 billion source of cash in the first three months of 2022 compared to a net $172 million source of cash in the first three months of 2021. During the first three months of 2022, MPLX issued $1.5 billion of senior notes and had net payments of $300 million under its revolving credit facility.

During the first three months of 2021, MPC repaid $1.0 billion of senior notes, had net borrowings of $1.3 billion under its revolving credit facility and borrowed and repaid $2.55 billion under its trade receivables facility. MPLX redeemed $750 million of senior notes and had net borrowings of $835 million under its revolving credit facility.

• Cash used in common stock repurchases, including fees and expenses, totaled $2.85 billion in the first three months of 2022. See the “Capital Requirements” section for further discussion of our stock repurchases.

• Cash used in repurchases of noncontrolling interests was $100 million in the first three months of 2022 compared to $155 million in the first three months of 2021 related to the repurchase of MPLX common units. See Note 5 to the unaudited consolidated financial statements for further discussion of MPLX.

Derivative Instruments

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

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Capital Resources

MPC, Excluding MPLX

We control MPLX through our ownership of the general partner, however, the creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements. The assets of MPLX can only be used to settle its own obligations and its creditors have no recourse to our assets. Therefore, in the following table, we present the liquidity of MPC, excluding MPLX. MPLX liquidity is discussed in the following section.

Our liquidity, excluding MPLX, totaled $15.56 billion at March 31, 2022 consisting of:

						March 31, 2022
(In millions)						Total Capacity						Outstanding Borrowings						Outstanding Letters of Credit						Available Capacity
Bank revolving credit facility						$	5,000					$	—					$	1					$	4,999
Trade receivables facility(a)						1,000						—						996						4
Total						$	6,000					$	—					$	997					$	5,003
Cash and cash equivalents and short-term investments(b)																								10,555
Total liquidity																								$	15,558

(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.

(b)Excludes cash and cash equivalents of MPLX of $42 million.

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

We have a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facility. At March 31, 2022, we had no borrowings outstanding under the commercial paper program.

The MPC credit agreement and trade receivables facility contain representations and warranties, affirmative and negative covenants and events of default that we consider usual and customary for agreements of these types. The financial covenant included in the MPC credit agreement requires us to maintain, as of the last day of each fiscal quarter, a ratio of Consolidated Net Debt to Total Capitalization (as defined in the MPC credit agreements) of no greater than 0.65 to 1.00. As of March 31, 2022, we were in compliance with the covenants contained in the MPC bank revolving credit facility and our trade receivables facility, including the financial covenant with a ratio of Consolidated Net Debt to Total Capitalization of approximately 0.00 to 1.00.

Our intention is to maintain an investment-grade credit profile. As of March 31, 2022, the credit ratings on our senior unsecured debt are as follows.

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

The ratings reflect the respective views of the rating agencies. Although it is our intention to maintain a credit profile that supports an investment grade rating, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant.

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

See Note 17 to the unaudited consolidated financial statements for further discussion of our debt.

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MPLX

MPLX’s liquidity totaled $4.72 billion at March 31, 2022 consisting of:

						March 31, 2022
(In millions)						Total Capacity						Outstanding Borrowings						Outstanding Letters of Credit						Available Capacity
MPLX LP - bank revolving credit facility						$	3,500					$	—					$	—					$	3,500
MPC intercompany loan agreement						1,500						323						—						1,177
Total						$	5,000					$	323					$	—					$	4,677
Cash and cash equivalents																								42
Total liquidity																								$	4,719

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.

The MPLX credit agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type. The financial covenant requires MPLX to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as defined in the MPLX credit agreement) for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 during the six-month period following certain acquisitions). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. Other covenants restrict MPLX and/or certain of its subsidiaries from incurring debt, creating liens on assets and entering into transactions with affiliates. As of March 31, 2022, MPLX was in compliance with the covenants, including the financial covenant with a ratio of Consolidated Total Debt to Consolidated EBITDA of 3.64 to 1.0.

Our intention is to maintain an investment-grade credit profile for MPLX. As of March 31, 2022, the credit ratings on MPLX’s senior unsecured debt are as follows.

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

The ratings reflect the respective views of the rating agencies. Although it is our intention to maintain a credit profile that supports an investment grade rating for MPLX, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant.

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

See Note 17 to the unaudited consolidated financial statements for further discussion of MPLX’s debt.

Capital Requirements

Capital Investment Plan

MPC's capital investment plan for 2022 totals approximately $1.7 billion for capital projects and investments, excluding capitalized interest, potential acquisitions and MPLX’s capital investment plan. MPC’s capital investment plan includes all of the planned capital spending for Refining & Marketing and Corporate, as well as a portion of the planned capital investments for Midstream. The remainder of the planned capital spending for Midstream reflects the capital investment plan for MPLX, which totals $900 million. We continuously evaluate our capital investment plan and make changes as conditions warrant.

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

						Three Months Ended March 31,
(In millions)						2022						2021
Capital expenditures and investments:(a)
MPC continuing operations, excluding MPLX
Refining & Marketing						$	244					$	134
Midstream - Other						3						16
Corporate and Other(b)						23						21
Total MPC continuing operations, excluding MPLX						$	270					$	171
MPC discontinued operations - Speedway						$	—					$	103
Midstream - MPLX						$	280					$	122

(a) Capital expenditures include changes in capital accruals.

(b) Excludes capitalized interest of $23 million and $14 million for the three months ended March 31, 2022 and 2021, respectively.

Capital expenditures and investments in affiliates during the three months ended March 31, 2022, were primarily for Refining & Marketing and Midstream segment projects. Major Refining & Marketing projects include renewables projects, primarily the Martinez facility conversion, the South Texas Asset Repositioning project and projects that we expect will help us reduce future operating costs.

Major Midstream projects were primarily for MPLX gas gathering and processing projects in the Bakken, Marcellus, and Southwest regions and the expansion of MPLX crude gathering systems in the Permian and Bakken regions. Spending for the quarter also included the $60 million contribution to MPLX’s Bakken Pipeline joint venture to fund MPLX’s share of a debt repayment by the joint venture.

Share Repurchases

During the first quarter of 2022, MPC repurchased approximately 37 million shares of its common stock at an average cost per share of $75.88 and paid $2.85 billion of cash.

Since January 1, 2012, our board of directors has approved $30.05 billion in total share repurchase authorizations and we have repurchased a total of $22.59 billion of our common stock. 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.

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 discontinued at any time.

MPLX Unit Repurchases

During the three months ended March 31, 2022, MPLX repurchased approximately 3 million MPLX common units at an average cost per unit of $32.06 and paid $100 million of cash. As of March 31, 2022, $237 million remained available under the authorization for future unit repurchases.

MPLX 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 discontinued at any time.

Cash Commitments

Contractual Obligations

As of March 31, 2022, our purchase commitments primarily consist of obligations to purchase and transport crude oil used in our refining operations. During the first three months of 2022, there were no material changes to our contractual obligations outside the ordinary course of business since December 31, 2021.

Our other contractual obligations primarily consist of long-term debt and pension and post-retirement obligations, for which additional information is included in Notes 17 and 21, respectively, to the unaudited consolidated financial statements, and financing and operating leases.

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Other Cash Commitments

On April 27, 2022, our board of directors approved a dividend of $0.58 per share on common stock. The dividend is payable June 10, 2022, to shareholders of record as of the close of business on May 18, 2022.

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

ENVIRONMENTAL MATTERS AND COMPLIANCE COST****S

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

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements. During the first quarter the Company identified an additional project to be included in 2022 environmental capital expenditures, bringing the total expenditures anticipated for 2022 to $85 million. This amount is reflected in the Company’s 2022 capital plan.

CRITICAL ACCOUNTING ESTIMATES

As of March 31, 2022, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2021.

ACCOUNTING STANDARDS NOT YET ADOPTED

We have not identified any recent accounting pronouncements that are expected to have a material impact on our financial condition, results of operations or cash flows upon adoption.