539 South Main Street, Findlay, OH 45840-3229

(419) 422-2121

GLOSSARY OF TERMS

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

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

PART I

Marathon Petroleum Corporation (“MPC”) has 131over 130 years of experiencehistory in the energy business, with roots tracing back to the formation of the Ohio Oil Company in 1887. We areand is a leading, integrated, downstream energy company headquartered in Findlay, Ohio. With the acquisition of Andeavor October 1, 2018 (as described further below), we are the largest independent petroleum product refining, marketing, retail and midstream business in the United States.company. We operate the nation's largest refining system with more than 3approximately 2.9 million barrels per day of crude oil refining capacity across 16 refineries. MPC's marketing system includes branded locations acrossand believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers in the United States. We also own and operate retail convenience stores acrossdistribute our refined products through one of the largest terminal operations in the United States. MPC’sStates and one of the largest private domestic fleets of inland petroleum product barges. In addition, our integrated midstream operations are primarily conducted through MPLX LP (“MPLX”)energy asset network links producers of natural gas and Andeavor Logistics LP (“ANDX”), which ownNGLs from some of the largest supply basins in the United States to domestic and operate crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We own the general partner and majority limited partner interests in these two midstream companies.international markets.

We currently ownThe Dickinson, North Dakota, renewable fuels facility began operations at the end of 2020 and reached full design operating capacity in the second quarter of 2021. The facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats, and greases. The produced renewable diesel generates federal RINs and LCFS credits when sold in California or similar markets. These instruments are used to help meet our Renewable Fuel Standard and LCFS compliance obligations as a biofuel productionpetroleum fuel producer.

The downstream petroleum business is highly competitive, particularly with regard to accessing crude oil and other feedstock supply and the marketing of refined products. We compete with a number of other companies to acquire crude oil for refinery processing and in the distribution and marketing of a full array of refined products. Based upon the “The Oil & Gas Journal 2018 Worldwide Refinery Survey,” we ranked first among U.S. petroleum companies on the basis of U.S. crude oil refining capacity.

We compete in four distinct markets for the sale of refined products—wholesale, including exports, spot, branded and retail distribution. Our marketing operations compete with numerous other independent marketers, integrated oil companies and high-volume retailers. We compete with companies in the sale of refined products to wholesale marketing customers, including private-brand marketers and large commercial and industrial consumers; companies in the sale of refined products in the spot market; and refiners or marketers in the supply of refined products to refiner-branded independent entrepreneurs. In addition, we compete with producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial and retail consumers.

Market conditions in the oil and gas industry are cyclical and subject to global economic and political events and new and changing governmental regulations. Our operating results are affected by price changes in crude oil, natural gas and refined products, as well as changes in competitive conditions in the markets we serve. Price differentials between sweet and sour crude oils, ANS, WTI and LLSMEH crude oils and other market structure differentialsimpacts also affect our operating results.

Demand for gasoline, diesel fuel and asphalt is higher during the spring and summer months than during the winter months in most of our markets, primarily due to seasonal increases in highway traffic and construction. As a result, the operating results for our Refining & Marketing segment for the first and fourth quarters may be lower than for those in the second and third quarters of each calendar year.

Our Midstream operations face competition for natural gas gathering, crude oil transportation and in obtaining natural gas supplies for our processing and related services; in obtaining unprocessed NGLs for gathering, transportation and fractionation; and in marketing our products and services. Competition for natural gas supplies is based primarily on the location of gas gathering facilities and gas processing plants, operating efficiency and reliability, residue gas and NGL market connectivity, the ability to obtain a satisfactory price for products recovered.recovered and the fees charged for the services supplied to the customer. Competition for oil supplies is based primarily on the price and scope of services, location of gathering/transportation and storage facilities and connectivity to the best priced markets. Competitive factors affecting our fractionation services include availability of fractionation capacity, proximity to supply and industry marketing centers, the fees charged for fractionation services and costoperating efficiency and reliability of service. Competition for customers to purchase our natural gas and NGLs is based primarily on price, delivery capabilities, flexibilitycredit and maintenance of high-quality customer relationships.market connectivity. In addition, certain of our Midstream operations are highly regulated,subject to rate regulation, which affects the rates that our common carrier pipelines can charge for transportation services and the return we obtain from such pipelines.

We maintain numerous discharge permits as required under the National Pollutant Discharge Elimination System program of the CWA and have implemented systems to oversee our compliance with these permits. In addition, we are regulated under OPA-90, which, among other things, requires the owner or operator of a tank vessel or a facility to maintain an emergency plan to respond to releases of oil or hazardous substances. OPA-90 also requires the responsible company to pay resulting removal costs and damages and provides for civil penalties and criminal sanctions for violations of its provisions. We operate tank vessels and facilities from which spills of oil and hazardous substances could occur. We have implemented emergency oil response plans for all of our components and facilities covered by OPA-90 and we have established Spill Prevention, Control and Countermeasures plans for all facilities subject to such requirements.

In June 2015, theOn October 22, 2019, EPA and the United States Army Corps of Engineers finalized significant changes(“Army Corps”) published a final rule to repeal the definition2015 “Clean Water Rule: Definition of the term “watersWaters of the United States” used in numerous programs under(“2015 Rule”), which amended portions of the CWA. This final rulemaking is referredCode of Federal Regulations (“CFR”) to asrestore the Clean Water Rule.regulatory text that existed prior to the 2015 Rule, effective December 23, 2019. The Clean Water Rule, as written, expands permitting, planning and reporting obligations and may extendrule repealing the timing to secure permits for pipeline and fixed asset construction and maintenance activities. The2015 Clean Water Rule has been challenged in multiple federal courts by many states, trade groups, and other interested parties, and in October 2015, a United States Court of Appeals issued a nationwide stay of the Clean Water Rule.courts. On appeal, however, the Supreme Court determined that the court of appeals did not have original jurisdiction to review challenges to the 2015 Rule. As such, legal challenges to the rule will proceed in federal district courts. Three federal district courts have stayed the Clean Water Rule in twenty-eight states. Concurrent with the legal challenges, on February 28, 2017, President Trump signed Executive Order 13778, directing theApril 21, 2020, EPA and the Army Corps promulgated the Navigable Waters Protection Rule (“2020 Rule”) to define “waters of Engineersthe United States.” The 2020 Rule has been challenged in court. The Biden administration has signaled its intent to reviewrevisit the 2015 Rule for consistency with the policy outlined in the Order, and to issue a proposed rule rescinding or revising the 2015 Rule as appropriate and consistent with law. On December 11, 2018, the

In April 2020, the U.S. District Court in Montana vacated Nationwide Permit 12 (“NWP 12”), which authorizes the placement of fill material in “waters of the United States” for utility line activities as long as certain best management practices are implemented. The proposal, once finalized, woulddecision was ultimately appealed to the United States Supreme Court, which partially reversed the district court’s decision, temporarily reinstating NWP 12 for all projects except the Keystone XL oil pipeline. The United States Army Corps of Engineers subsequently reissued its nationwide permit authorizations on January 13, 2021, by dividing the NWP that authorizes utility line activities (NWP 12) into three separate NWPs that address the differences in how different utility line projects are constructed, the substances they convey, and the different standards and best management practices that help ensure those NWPs authorize only those activities that have no more than minimal adverse environmental effects. A challenge of the 2021 authorization is currently pending before the U.S. District Court in Montana and the plaintiffs request the court vacate and remand the 2021 authorization. Also, a petition has been filed with the United States Army Corps of Engineers asking it to revoke the 2021 authorization. The Biden Administration could repeal or replace the 2015 Clean Water Rule.2021 authorization in a subsequent rulemaking. The repeal, vacatur, revocation or replacement of the 2021 authorization could impact pipeline construction and maintenance activities.

In 2015, theMay 2016, EPA issued its intentlifetime health advisory levels (“HALs”) and health effects support documents for two PFAS substances - Perfluorooctanoic Acid (“PFOA”) and Perfluorooctane Sulfonate (“PFOS”). Then, in February 2019, EPA issued a PFAS Action Plan identifying actions it is planning to reviewtake to study and regulate various PFAS chemicals. EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) develop cleanup recommendations for PFOA and PFOS, (3) evaluate listing PFOA and PFOS as hazardous substances under CERCLA, and (4) conduct toxicity assessments for other PFAS chemicals. EPA did not issue any further regulations for PFAS under the CWA categorical effluent limitation guidelines (“ELG”) forTrump administration. In October 2021, EPA updated the petroleum refining sector. During 2017, the EPA prepared and issued an information request (“ICR”) requesting significant wastewater and treatment process details from select refineries, seven of which were ours. Responses to the ICR were submitted to the EPA in early 2018. As of late 2018, the EPA is in the process of reviewing the ICR response data submitted and determining the next steps for the ELG review. EPA may also perform sampling of effluent at one or more of our refineries.2019 PFAS Action Plan. The EPABiden Administration has indicated they believe there have been significant changes in the characteristics of waste waters generated within refining operations that warrant the review. Specific targets for the review are the impacts of processing heavier crude oils and the transfer of air pollutants to wastewater when air pollution abatement devices are in use. A similar project, initiated in 2007 for steam electric power generation with similar attributes, resulted indrafted a significant change in the treatment requirements for coal-fired power plants. However, on September 18, 2017, the EPA postponed certain compliance dates while it conducts a rulemaking to revise the ELGs for power plants. The refining sector ELG review has the potential to result in a similar impact. The typical life-cycle for an ELG review from the intent to review to issuance of a finalproposed rule that would require upgrades is seven years. Thedesignate variants of PFAS as CERCLA hazardous substances. Additional PFAS regulation could include the designation of PFAS as a RCRA hazardous waste and/or the establishment of national drinking water standards. Congress may

also take further action to regulate PFAS. We cannot currently predict the impact of an ELG reviewpotential statutes or regulations on our operations or remediation costs.

In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS. Additionally, many states are using EPA HALs for PFOS and PFOA and some states are adopting and proposing state-specific drinking water and cleanup standards for various PFAS, including but not limited to PFOS and PFOA. We cannot be accurately estimated at this time.currently predict the impact of these regulations on our liquidity, financial position, or results of operations.

There is currently no regulatory method for verifying the Renewable Fuel Standards and be detrimental tovalidity of most RINs sold on the RINopen market. The 2017 and 2018 RFS volumes have also been challenged in court.

In addition to the federal renewable fuel standards,Renewable Fuel Standards, certain states have, or are considering, promulgation of state renewable or low carbon fuel standards. For example, California began implementing its Low Carbon Fuel Standard (“LCFS”)LCFS in January 2011. In September 2015, the CARB approved the re-adoption of the LCFS, which became effective on January 1, 2016, to address procedural deficiencies in the way the original regulation was adopted. The LCFS was amended again in 2018 with the current version targeting a 20 percent reduction in fuel carbon intensity from a 2010 baseline by 2030. We incur costs to comply with LCFS programs, and these costs may increase if the cost of LCFS credits increases.

In sum, the RFS2RFS has required, and may in the future continue to require, additional capital expenditures or expenses by us to accommodate increased renewable fuels use. We may experience a decrease in demand for refined products due to an increase in combined fleet mileage or due to refined products being replaced by renewable fuels. Demand for our refined products also may decrease as a result of low carbon fuel standard programs or electric vehicle mandates.

We hadbelieve our employees are our greatest asset of strength, and our culture reflects the quality of individuals across our workforce. Our collaborative efforts to foster an inclusive environment, provide broad-based development and mentorship opportunities, recognize and reward accomplishments, and offer benefits that support the well-being of our employees and their families contribute to increased engagement and fulfilling careers. Empowering our people and prioritizing accountability also are key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision.

As of December 31, 2021, we employed approximately 60,350 regular17,700 people in full-time and part-time roles. Many of these employees as of December 31, 2018,provide services to MPLX, for which includes approximately 40,230 employees of our Retail segment.

We offer comprehensive benefits, including medical, dental and vision insurance for our employees, their spouses or domestic partners, and their dependents. We also provide retirement programs, life insurance, education assistance, family assistance, short-term disability and paid vacation and sick time. In addition, we provide generous paid parental leave benefits for birth mothers and nonbirth parents; and, parents who both work for the Company are each eligible for the benefit. Further, we have a substantial accrual cap for vacation banks and also award a significant number of college and trade school scholarships to the high school senior children of our employees through the Marathon Petroleum Scholars Program. Both full-time and part-time employees are eligible for these benefits.

Our company-wide Diversity, Equity and Inclusion ("DE&I") program is guided by a dedicated DE&I team led by our Vice President Talent Acquisition and Diversity, Equity & Inclusion and supported by leadership company-wide. Our program is based on our four-pillar DE&I strategy of building awareness, increasing representation, ensuring success, and measurement and accountability. We have employee networks focusing on six populations: Asian, Black, Hispanic, Veterans, Women and LGBTQ+. Our employee networks have approximately 1,46560 chapters across the company and all networks encourage ally membership. This broad support extends also to our leaders throughout MPC, with each employee network represented by two active executive sponsors. The sponsors form several counsels that meet regularly to share updates, gain alignment, build deeper connections across networks and pursue collaboration ideas. Our employee networks not only provide opportunities for our employees to make meaningful and supportive connections, but they also serve a significant role in our DE&I strategy.

In 2021, MPC continued to run its critical operations and facilities safely through the ongoing pandemic. In addition to COVID-19 protection measures implemented in 2020 (e.g., masking, social distancing, barriers, etc.), MPC promoted vaccinations through education campaigns and onsite clinics. Thousands of employees were inoculated at our Galveston Bay, Mandan and Martinez refineries are covered by collective bargaining agreements which werevaccine points of distribution set to expire on January 31, 2019. The parties continue their negotiations towardup onsite or through collaborative efforts with local public health clinics. As a new agreement, and are working under rolling extensions. Approximately 425 employees at our Martinez Chemical Plant, our Los Angeles refinery and our Galveston Bay refinery are covered by collective bargaining agreements expiring over the next several months. Approximately 410 hourly employees at Speedway are represented under collective bargaining agreements. The majorityresult of these measures, MPC was able to welcome most non-essential employees work at certain retail locationsback into the workplace in New Yorkthe spring of 2021. We continue to monitor the situation and New Jersey under agreements which expire on March 14, 2019 and June 30, 2019, respectively. The remaining Speedway represented employees are drivers in Minnesota under an agreement which expires in 2021. Approximately 300 employees atadapt our St. Paul Park and Gallup refineries are covered by collective bargaining agreements scheduled to expire in 2020. Approximately 1,620 employees atCOVID protocols as appropriate.

General information about MPC, including our Corporate Governance Principles, and Charters for the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, can be found at

You should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K in evaluating us and our common stock. Some of theseAlthough the risks relate principally to our businessare organized by headings, and the industry in which we operate, while others relate to the ownership of our common stock.

New or extended declineadditional mitigation measures required by national, state or local governments, such as vaccine or testing mandates, may result in refiningincreased operating costs, increased employee attrition and marketing margins would reduce our operating resultsdifficulty in securing future workforce needs, and cash flowsmay adversely affect discretionary and business travel.

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

Increases in inflation may have an adverse effect on us. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. Continuing increases in inflation could impact the commodity markets generally, the overall demand for our futureproducts, our costs for feedstocks, labor, material and services and the margins we are able to realize on our products and services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows. Inflation may also result in higher interest rates, which in turn would result in higher interest expense related to our variable rate indebtedness and any borrowings we undertake to refinance existing fixed rate indebtedness.

Our operating results, cash flows, future rate of growth, the carrying value of our assets and our ability to execute share repurchases and continue the payment of our base dividend are highly dependent on the margins we realize on our refined products. Historically, refining and marketing margins have been volatile, and we believe they will continue to be volatile. Our margins from the sale of gasoline and other refined products are influenced by a number of conditions, including the price of crude oil. The price of crude oil and other feedstocks. The prices of feedstocks and the priceprices at which we can sell our refined products may fluctuate independently due to a variety of regional and global market factors that are beyond our control, including:

Lower refining and marketing margins have in the past, and may in the future, lead us to reduce the amount of refined products we produce, which may reduce our revenues, income from operations and cash flows. Significant reductions in refining and marketing margins could require us to reduce our capital expenditures, impair the carrying value of our assets (such as property, plant and equipment, inventory or goodwill), and decrease or eliminaterequire us to re-evaluate practices regarding our share repurchase activity and dividends.

Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new petroleum-fueled vehicles may decrease the demand and may increase the cost for our base dividend.transportation fuels. In March 2020, the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Transportation’s National Highway Traffic Safety Administration (“NHTSA”) released the final Safer Affordable Fuel-Efficient (“SAFE”) Vehicles Rule setting corporate average fuel economy (“CAFE”) and carbon dioxide (“CO2”) standards for model years 2021 through 2026 passenger cars and light trucks. The final rule increased the stringency of CAFE and CO2 emission standards by 1.5 percent each year from model years 2021 through 2026. In 2020, California’s governor issued an executive order requiring all new passenger vehicles sold in the state be zero-emission by 2035. Other jurisdictions have issued or considered issuing similar mandates, and we expect this trend will continue.

Together, these trends and developments have had and are subjectexpected to business interruptionscontinue to have an adverse effect on sales of our petroleum-based transportation fuels, which in turn could have a material and casualty losses. Failure to manage risks associated withadverse effect on our business, interruptions could adversely impact our operations, financial condition, results of operations and cash flows.

Our operations are subject to business interruptions, such as scheduled and unscheduled refinery turnarounds, unplanned maintenance, or unplanned events such as explosions, fires, refinery or pipeline releases, or other incidents, power outages, severe weather, labor disputes, acts of terrorism, or other natural or man-made disasters, such as actsdisasters. These types of terrorism. For example, pipelines or railroads provide a nearly-exclusive form of transportation of crude oil to, or refined products from, some of our refineries. In such instances, a prolonged interruption, material reduction or cessation of service of such a pipeline or railway, whether due to private party or governmental action or other reason, could materially andincidents adversely affect theour operations profitability and cash flows of the impacted refinery.

For assets located near populated areas, the level of damage resulting from such an incident involving any of our assets or operations may result in our being named as a defendant in one or more lawsuits asserting potentially substantial claims or in our being assessed potentially substantial fines by governmental authorities.

transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks to and from refineries and terminals owned by MPC. Transportation and storage of crude oil, other feedstocks and refined products over and adjacent to water involves inherent risk and subjects us to the provisions of the OPA-90 and state laws in U.S. coastal and Great Lakes states and states bordering inland waterways on which we operate, as well as international laws in the jurisdictions in which we operate. If we are unable to promptly and adequately contain any accident or discharge involving tankers, pipelines, rail cars or above ground storage tanks transporting or storing crude oil, other feedstocks or refined products, we may be subject to substantial liability. In addition, the service providers we have contracted to aid us in a discharge response may be unavailable due to weather conditions, governmental regulations or other local or global events. International, federal or state rulings could divert our response resources to other global events.

We are heavilyincreasingly dependent on our information technology systems includingand those of our network infrastructurethird-party business partners and cloud applications,service providers for the safe and effective operation of our business. We rely on such systems to process, transmit and store electronic information, including financial records and personally identifiable information such as employee, customer investor and payrollinvestor data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, retail sales, credit card payments and authorizations at certain of our customers’ retail outlets, financial transactions, banking and numerous other processes and transactions. These information

Our systems involve data network and telecommunications, Internet access and website functionality, and various computer hardware equipment and software applications, including(and those that are critical to the safe operation of our business. Our systemsthird-party business partners and infrastructureservice providers) are subject to damage or interruption from a number of potential sourcesnumerous and evolving cybersecurity threats and attacks, including natural disasters, software viruses orransomware and other malware, power failures, cyber-attacks and other events. We also face variousphishing and social engineering schemes, which can compromise our ability to operate, and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers. These and other cybersecurity threats frommay originate with criminal hackers,attackers, state-sponsored intrusion, industrial espionage andactors or employee malfeasance, including threatserror or malfeasance. Because the techniques used to gain unauthorized access to sensitive information or to render data or systems unusable.

Our cybersecurity protections,and infrastructure protection technologies, disaster recovery plans and systems, employee training. While wetraining and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems. We and our third-party vendors and service providers have invested significant amountsbeen and may in the protectionfuture be subject to cybersecurity events of varying degrees. To date, the impacts of prior events have not had a material adverse effect on us.

Cybersecurity events involving our technology systems and maintain what we believe are adequate security controls over personally identifiable customer, investor and employee data, there can be no guarantee such plans, to the extent they are in place, will be effective.

Pursuant to the Energy Policy Act of 2005 and the EISA, Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel. A Renewable Identification Number (“RIN”) is assigned to each gallon of renewable fuel produced in, or imported into, the United States. As a producer of petroleum-based motor fuels, we are obligated to blend renewable fuels into the products we produce at a rate that is at least commensurate to EPA’s quota and, to the extent we do not, we must purchase RINs in the open market to satisfy our obligation under the RFS program. We are exposed to the volatility in the market price of RINs. We cannot predict the future prices of RINs. RINs prices are dependent upon a variety of factors, including EPA regulations, the availability of RINs for purchase, and levels of transportation fuels produced, which can vary significantly from quarter to quarter. Additionally, the status of EPA RFS exemptions may impact the price of RINs. EPAs policy on granting certain RFS exemptions has changed under the Biden administration, and some previously granted exemptions have been the subject of legal proceedings that may ultimately result in the reversal of past exemptions. EPA’s reversal of exemptions previously granted to us or other refiners could result in a decrease in the RIN bank, an increase in the price of RINs or an increase in the amount of renewable fuel we are required to blend, any of which could increase ourMPC’s RFS cost of doing business.compliance. There is currently no regulatory method for verifying the validity of most RINs sold on the open market. We have developed a RIN integrity program to vet the RINs that we purchase, and we incur costs to audit RIN generators. Nevertheless, if any of the RINs that we purchase and use for compliance are found to be invalid, we could incur costs and penalties for replacing the invalid RINs. See Item 1. Business – Regulatory Matters for additional information on these and other regulatory compliance matters.

The refining and marketing industry is intense,highly competitive with respect to both feedstock supply and very aggressive competition could adversely impact our business.

We also face strong competition incompete with other companies for customers for our refined petroleum products. The independent entrepreneurs who operate primarily Marathon-branded outlets and the market for the sale of retail gasoline, diesel fuel and merchandise. Our competitors includedirect dealer locations we supply compete with other convenience store chains, outlets owned or operated by fully integrated major oil companies or their dealers or jobbers, and other well-recognized national or regional retail outlets, often selling gasoline ortransportation fuels and merchandise at very competitive prices. Several non-traditionalNon-traditional transportation fuel retailers, such as supermarkets, club stores and mass merchants, are in the retail business. These non-traditional gasoline retailers have obtained a significant share of the transportation fuels market and we expect their market share to grow. Because of their diversity, integration of operations, experienced management and greater financial resources, these companies may be better able to withstand volatile market conditions or levels of low or no profitability in the retail segment of the market. In addition, these retailers may use promotional pricing or discounts, both at the pump and in the store, to encourage in-store merchandise sales. These activities by our competitors could pressure us to offer similar discounts, adversely affecting our profit margins.

We utilize the services of third parties to transport crude oil and refined products to and from our refineries. In addition to our own operational risks, discussed above, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines, railways or vessels to transport crude oil or refined products is disrupted or limited because of weather events, accidents, governmental regulations or third-party actions.

In particular, pipelines or railroads provide a nearly exclusive form of transportation of crude oil to, or refined products from, some of our refineries. A prolonged interruption, material reduction or cessation of service of such a pipeline or railway, whether due to private party or governmental action or other reason, or any other prolonged disruption of the ability of the trucks, pipelines, railways or vessels to transport crude oil or refined products to or from one or more of our refineries, could have a material adverse effect on ourcan adversely affect us.

A significant portion of MPLX’s operations areis dependent uponon the continued availability of natural gas and crude oil production. The production from oil and natural gas reserves and wells owned by its producer customers which will naturally decline over time, which means that MPLX’s cash flows associated with these wells will also decline over time. To maintain or increase throughput levels and the utilization rate of MPLX’s facilities, MPLX must continually obtain new oil, natural gas, NGL and NGLrefined product supplies, which dependsdepend in part on the level of successful drilling activity near its facilities. Similarly, ANDX’s operations are dependent in part on the production of crude oil in the Bakken regionfacilities, its ability to compete for volumes from successful new wells and the production of natural gas and NGLs in the Green River, Uinta and Williston basins.its ability to expand its system capacity as needed.

We have no control over the level of drilling activity in the areas of MPLX’s or ANDX’s operations, the amount of reserves associated with the wells or the rate at which production from a well will decline. In addition, we have no control over producers or their production decisions, which are affected by among other things,demand, prevailing and projected energy prices, drilling costs, per Mcf or barrel, demand for hydrocarbons, operational challenges, access to downstream markets, the level of reserves, geological considerations, governmental regulations and the availability and cost of capital. BecauseReductions in exploration or production activity in MPLX’s areas of these factors, even if new oil or natural gas reserves are discovered in areas served by MPLX or ANDX assets, producers may choose notoperations could lead to develop those reserves. If MPLX and ANDX are not able to obtain new supplies of oil, natural gas or NGLs to replace the natural decline in volumes from existing wells,reduced throughput on theirits pipelines and the utilization rates of their facilities would decline, which could have a material adverse effect on their business, results of operations and financial condition and could reduce their ability to make distributions to us.its facilities.

Decreases in energy prices can decreaselead to decreases in drilling activity, production rates and investments by third parties in the development of new oil and natural gas reserves. The prices for oil, natural gas and NGLs depend upon factors beyond our control, including global and local demand, production levels, changes in interstate pipeline gas quality specifications, imports and exports, seasonality and weather conditions, economic and political conditions domestically and internationally and governmental regulations. Sustained periods of low prices couldcan result in producers also significantly curtailing or limitingdeciding to limit their oil and gas drilling operations, which couldcan substantially delay the production and delivery of volumes of oil, natural gas and NGLs to MPLX’s and ANDX’s facilities and adversely affect their revenues and cash available for distribution to us.

This impact may also be exacerbated due to the extent of MPLX’s commodity-based contracts, which are more directly impacted by changes in natural gas and NGL prices than its fee-based contracts due to frac spread exposure and may result in operating losses when natural gas becomes more expensive on a Btu equivalent basis than NGL products. In addition, the purchase and resale of natural gas and NGLs in the ordinary course exposes our Midstream operations to volatility in natural gas or NGL prices due to the potential difference in the time of the purchases and sales and the potential difference in the price associated with each transaction, and direct exposure may also occur naturally as a result of production processes. Also, the significant volatility in natural gas, NGL and oil prices could adversely impact MPLX’s or ANDX’s unit price, thereby increasing its distribution yield and cost of capital. Such impacts could adversely impact MPLX’s and ANDX’s ability to execute its long‑term organic growth projects, satisfy obligations to its customers and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments.

Our facilities are subject to acute physical risks, such as floods, hurricane-force winds, wildfires and winter storms, and chronic physical risks, such as sea-level rise or water shortages. For example, in 2021, our Galveston Bay refinery was adversely affected by Winter Storm Uri and our Garyville refinery was adversely affected by Hurricane Ida. The occurrence of these and similar events have had, and may in the future have, an adverse effect on our assets and operations. We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and processes available to mitigate such risks. To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows.

We operate and sell some of our products outside the United States. Our business, financial condition, results of operations and cash flows could be negatively impacted by disruptions in any of these markets, including economic instability, restrictions on the transfer of funds, duties and tariffs, transportation delays, difficulty in enforcing contractual provisions, import and export controls, changes atin governmental policies, political and social unrest, security issues involving key personnel and changing regulatory and political environments. Future outbreaks of infectious diseases could affect demand for refined products and economic conditions generally, as the COVID-19 pandemic has done over the last two years. In addition, the deterioration of trade relationships, modification or termination of existing trade agreements, imposition of new economic sanctions against Russia or other countries and the effects of potential responsive countermeasures, or increased taxes, border adjustments or tariffs can make international business operations more costly, which can have a material adverse effect on our companybusiness, financial condition, results of operations and cash flows.

We are required to comply with U.S. and international laws and regulations, including those involving anti-bribery, anti-corruption and anti-money laundering. Our training and compliance program and our internal control policies and procedures may not always protect us from violations committed by our employees or acquireagents. Actual or alleged violations of these laws could disrupt our business and cause us to incur significant legal expenses, and could result in a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

We conduct some of our operations through joint ventures in which we share control over certain economic and business interests with our company,joint venture partners. Our joint venture partners may have economic, business or legal interests or goals that are inconsistent with our goals and interests or may be unable to meet their obligations. Failure by us, or an entity in which we have an interest, to adequately manage the risks associated with any acquisitions or joint ventures could impacthave a material adverse effect on the pursuitfinancial condition or results of operations of our joint ventures and adversely affect our reputation, business, strategiesfinancial condition, results of operations and cash flows.

Refining, gathering and processing, pipeline and terminal infrastructure, and other energy assets, may be the subject of terrorist attacks or other targeted operational disruptions. Any attack or targeted disruption of our operations, those of our customers or, in some cases, those of other energy industry participants, could have a material and adverse effect on our business. Similarly, any similar event that severely disrupts the markets we serve could materially and adversely affect our results of operations, financial position and cash flows.

Our stockholdersindebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including:

Payment terms for our crude oil purchases are generally longer than the attention ofterms we extend to our board of directors and senior management from the management of our operations and the pursuit of our business strategies.customers for refined product sales. As a result, stockholder campaignsthe payables for our crude oil purchases are proportionally larger than the receivables for our refined product sales. Due to this net payables position, a decrease in commodity prices generally results in a use of working capital, and given the significant volume of crude oil that we purchase the impact can materially affect our working capital, cash flows and liquidity.

The agreements that govern our variable rate indebtedness contain customary transition and fallback provisions in contemplation of the cessation of LIBOR. Nevertheless, at this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference rates in the United Kingdom, the United States or elsewhere may have on LIBOR, other benchmarks or floating rate indebtedness. Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other reforms may materially adversely affect the trading market for securities linked to such benchmarks. Furthermore, the use of alternative reference rates or other reforms could cause the market value of, the applicable interest rate on and the amount of interest paid on our floating rate indebtedness to be materially different than expected and could materially adversely impact our ability to refinance such floating rate indebtedness or raise future indebtedness on a cost effective basis. Restricted access to capital markets and/or increased borrowing costs could have an adverse effect on our results of operations, cash flows, financial condition and financial condition.liquidity.

We maintain insurance coverage in amounts we believe to be prudent against many, but not all, potential liabilities arising from operating hazards. Uninsured liabilities arising from operating hazards such as explosions, fires, refinery or pipeline releases, cybersecurity breaches or other incidents involving our assets are located, which could disrupt our operations.

We accounted for the Andeavor and other acquisitions using the acquisition method of accounting, which requires that the assets and liabilities of the acquired business be recorded to our balance sheet at their respective fair values as of the acquisition date. Any excess of the purchase consideration over the fair value of the acquired net assets is recognized as goodwill.

As of December 31, 2018,2021, our balance sheet reflected $20.2$8.3 billion and $3.4$2.2 billion of goodwill and other intangible assets, respectively. These amounts includeWe have in the preliminary estimatespast recorded significant impairments of goodwill and other intangible assets of $16.3 billion and $2.8 billion, respectively, recognized in connection with the Andeavor acquisition.our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment. Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

MeetingWe have several large capital projects underway, including the requirementsactivities associated with the conversion of evolving environmentalthe Martinez refinery to a renewable diesel facility. Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce. Such delays or cost increases may arise as a result of unpredictable factors, many of which are beyond our control, including:

Any one or more of these factors could have a significant impact on our refining and marketing margin and may result in substantialongoing capital expenditures and operatingprojects. If we were unable to make up the delays associated with such factors or to recover the related costs, thator if market conditions change, it could materially and adversely affect our business, financial condition, results of operations and cash flows.

Our business is subject to impose increasingly stringentnumerous environmental laws and costly requirements onregulations. These laws and regulations continue to increase in both number and complexity and affect our operations, which may reduce our refining and marketing margin.business. Laws and regulations expected to become more stringent relate to the following:

We are unable to predict whether any such changes will ultimately be enacted. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible for MPLX to complete natural gas wellsmeet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes or increase the amount of taxes payable by unitholders in shale formations and increase producers’ costs of compliance.publicly traded partnerships.

Currently, multiple legislative and regulatory measures to address greenhouse gas (including carbon dioxide, methane and nitrous oxides) and other emissions are in various phases of consideration, promulgation or implementation. These include actions to develop international, federal, regional or statewide programs, which could require reductions in our greenhouse gas or other emissions, establish a carbon tax and decrease the demand for our refined products. Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments.

For example, in California the state legislature adopted SB 32 in 2016. SB 32 set a cap on emissions of 40% below 1990 levels by 2030 but did not establish a particular mechanism to achieve that target. The legislature also adopted a companion bill, AB 197, that most significantly directs the CARB to prioritize direct emission reductions on large stationary sources. In 2017, the state legislature adopted AB 398 which provides direction and parameters on utilizing cap and trade after 2020 to meet the 40% reduction target from 1990 levels by 2030 specified in SB 32. In 2009, CARB adopted the Low Carbon Fuel Standard (“LCFS”). The LCFS was amended again in 2018 with the current version targeting a 20% reduction in fuel carbon intensity from a 2010 baseline by 2030. Compliance is demonstrated by blending lower carbon intensity biofuels into gasoline and diesel or by purchasing credits. Compliance with each of the cap and trade and LCFS programs is demonstrated through a market-based credit system.Washington have enacted cap-and-trade programs. Other states are proposing, or have already promulgated, low carbon fuel standards or similar initiatives to reduce emissions from the transportation sector. If we are unable to pass the costs of compliance on to our customers, sufficient credits are unavailable for purchase, we have to pay a significantly higher price for credits, or if we are otherwise unable to meet our compliance obligation, our financial condition and results of operations could be adversely affected.

Regional and state climate change and air emissions goals and regulatory programs are complex, subject to change and considerable uncertainty due to a number of factors including technological feasibility, legal challenges and potential changes in federal policy. Increasing concerns about climate change and carbon intensity have also resulted in societal concerns and a number of international and national measures to limit greenhouse gas emissions. Additional stricter measures and investor pressure can be expected in the future and any of these changes may have a material adverse impact on our business or financial condition.

International climate change-related efforts, such as the 2015 United Nations Conference on Climate Change, which led to the creation of the Paris Agreement, may impact the regulatory framework of states whose policies directly influence our present and future operations. Though the United States has announced its intention to withdrawhad withdrawn from the Paris Agreement, withdrawal

We could also face increased climate‐related litigation with respectThe scope and magnitude of the changes to U.S. climate change strategy under the Biden administration and future administrations, however, remain subject to the passage of legislation and interpretation and action of federal and state regulatory bodies; therefore, the impact to our industry and operations or products. due to greenhouse gas regulation is unknown at this time.

Governmental and other entities in California, New York, Maryland and Rhode Islandvarious U.S. states have filed lawsuits against coal, gas, oil and petroleumvarious energy companies, including the Company.us. The lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. Similar lawsuits may be filed in other jurisdictions. Additionally, private plaintiffs and government parties have undertaken efforts to shut down energy assets by challenging operating permits, the validity of easements or the compliance with easement conditions. For example, the Dakota Access Pipeline, in which MPLX has a minority interest, has been subject to litigation in which plaintiffs sought a permanent shutdown of the pipeline. There remains a high degree of uncertainty regarding the ultimate outcome of these lawsuits,types of proceedings, as well as their potential effect on the Company’sour business, financial condition, results of operation and cash flows.

We rely on a variety of systems to transport crude oil, including rail. Rail transportation is regulated by federal, state and local authorities. New regulations or changes in existing regulations could result in increased compliance expenditures. For example, in 2015, the U.S. Department of Transportation issued new standards and regulations applicable to crude-by-rail transportation (Enhanced Tank Car Standards and Operational Controls for High-Hazard Flammable Trains). These or other regulations that require the reduction of volatile or flammable constituents in crude oil that is transported by rail, change the design or standards for rail cars used to transport the crude oil we purchase, change the routing or scheduling of trains carrying crude oil, or require any other changes that detrimentally affect the economics of delivering North American crude oil by rail could increase the time required to move crude oil from production areas to our refineries, increase the cost of rail transportation and decrease the efficiency of shipments of crude oil by rail within our operations. Any of these outcomes could have a material adverse effect on our business and results of operations.

We currently are defending litigation and anticipate we will be required to defend new litigation in the future. Our operations, including those of MPLX, and those of our predecessors could expose us to litigation and civil claims by private plaintiffs for alleged damages related to contamination of the environment or personal injuries caused by releases of hazardous substances from our facilities, products liability, consumer credit or privacy laws, product pricing or antitrust laws or any other laws or regulations that apply to our operations. While an adverse outcome in most litigation matters would not be expected to be material to us, in class-action litigation, large classes of plaintiffs may allege damages relating to extended periods of time or other alleged facts and circumstances that could increase the amount of potential damages. Attorneys general and other climate conditionsgovernment officials have in the past and may in the future pursue litigation in which they seek to recover civil damages from companies on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages. If we are not able to successfully defend such litigation, it may result in liability to our company that could materially and adversely affect our facilitiesbusiness, financial condition, results of operations and ongoing operations.

Plans we mayApproximately 3,762 of our employees are covered by collective bargaining agreements. Approximately 2,545 refinery employees are covered by collective bargaining agreements that were set to expire on January 31, 2022, but have to expand existing assets or construct new assets arebeen extended by mutual agreement, subject to risks associateda 24-hour written notice of cancellation by either party. The remaining 1,217 hourly represented employees are covered by collective bargaining agreements with societalexpiration dates ranging from 2022 to 2026. These agreements may be renewed at an increased cost to us. In addition, we have experienced in the past, and political pressures and other forms of opposition tomay experience in the future, development, transportation and use of carbon-based fuels. Such risks could adversely impact our business and ability to realize certain growth strategies.

We are requiredIn addition, California requires refinery owners to comply with U.S.pay prevailing wages to contract craft workers and international lawsrestricts refiners’ ability to hire qualified employees to a limited pool of applicants. Legislation or changes in regulations could result in labor shortages, higher labor costs, and regulations, including those involving anti-bribery, anti-corruptionan increased risk that contract workers become joint employees, which could trigger bargaining issues, and anti-money laundering. For example,wage and benefit consequences, especially during critical maintenance and construction periods.

One of our subsidiaries acts as the general partner of MPLX, a master limited partnership. Our control of the general partner of MPLX may increase the possibility of claims of breach of fiduciary duties, including claims of conflicts of interest. Any liability resulting from such claims could result inhave a material adverse effect on our reputation,future business, financial condition, results of operations and cash flows.

We are subjectThe Shipping Act of 1916 and Merchant Marine Act of 1920 (collectively, the “Maritime Laws”), generally require that vessels engaged in U.S. coastwise trade be owned by U.S. citizens. Among other requirements to extensive tax liabilities, including federal and state income taxes and transactional taxesestablish citizenship, entities that own such as excise, sales and use, payroll, franchise, withholding and property taxes. New tax laws and regulations and changes in existing tax laws and regulations could result in increased expendituresvessels must be owned at least 75 percent by us for tax liabilitiesU.S. citizens. If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the future andU.S. inland waters or otherwise in U.S. coastwise trade. Such a prohibition could materially and adversely impactaffect our business, financial condition, results of operations and cash flows.

We do not own all of the land on which certain of our assets are located, particularly our midstream assets, but rather obtain the rights to construct and operate such assets on land owned by third parties and governmental agencies for a specific period of time. Therefore, we are subject to periodic audits by taxing authorities,the possibility of more burdensome terms and such audits could subject usincreased costs to interest and penalties.

Various federal agencies within the U.S. Department of the Interior, particularly the Bureau of Indian Affairs, along with each Native American tribe, regulate natural gas and oil operations on Native American tribal lands. In addition, each Native American tribe is a sovereign nation having the right to enforce laws and regulations and to grant approvals independent from federal, state and local statutes and regulations. These tribal laws and regulations include various taxes, fees, requirements to employ Native American tribal members and other conditions that apply to operators and contractors conducting operations on Native American tribal lands. Persons conducting operations on tribal lands are generally subject to the Native American tribal court system. In addition, if our relationships with any future terrorist attacksof the relevant Native American tribes were to deteriorate, we could face significant risks to our ability to continue operations on Native American tribal lands. One or more of these factors may increase our cost of doing business on Native American tribal lands and impact the viability of, or prevent or delay our ability to conduct operations on such lands.

Our Restated Certificate of Incorporation provides that severely disrupt the marketsCourt of Chancery of the State of Delaware will be the sole and exclusive forum for:

The existence of some provisions within our restated certificate of incorporation and amended and restated bylaws could discourage, delay or prevent a change in control of us that a stockholder may consider favorable. These include provisions:

Finally, to facilitate compliance with the Maritime Laws, our restated certificate of incorporation limits the aggregate percentage ownership by non-U.S. citizens of our common stock or any other class of our capital stock to 23 percent of the outstanding shares. We may prohibit transfers that would cause ownership of our common stock or any other class of our capital stock by non-U.S. citizens to exceed 23 percent. Our restated certificate of incorporation also authorizes us to effect any and all measures necessary or desirable to monitor and limit foreign ownership of our common stock or any other class of our capital stock. These limitations could have an adverse impact on the liquidity of the market for our common stock if holders are unable to transfer shares to non-U.S. citizens due to the limitations on ownership by non-U.S. citizens. Any such limitation on the liquidity of the market for our common stock could adversely impact the market price of our common stock.

The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, 2018.2021. Refining throughput can exceed crude oil refining capacity due to the processing of other charge and blendstocks in addition to crude oil and the timing of planned turnaround and major maintenance activity.

The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, 2018.2021. See the Midstream - MPLX section for information with respect to MPLX owned and operated terminals. See the Midstream - ANDX section for information with respect to ANDX owned and operated terminals.

The following tables set forth certain information relating to MPLX’s crude oil, refined products and productswater pipeline, gathering systems and storage assets as of December 31, 2018.2021.