Debt | DEBT Our outstanding borrowings at December 31, 2021 and 2020 consisted of the following: (In millions) December 31, December 31, Marathon Petroleum Corporation: Commercial paper $ — $ 1,024 Senior notes 6,449 9,849 Notes payable 1 1 Finance lease obligations 589 634 Total 7,039 11,508 MPLX LP: Bank revolving credit facility 300 175 Senior notes 18,600 20,350 Finance lease obligations 9 11 Total 18,909 20,536 Total debt 25,948 32,044 Unamortized debt issuance costs (129) (154) Unamortized discount, net of unamortized premium (280) (306) Amounts due within one year (571) (2,854) Total long-term debt due after one year $ 24,968 $ 28,730 Commercial Paper On February 26, 2016, we established a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding, with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facilities. MPC Senior Notes December 31, (In millions) 2021 2020 Senior notes, 5.125% due March 2021 $ — $ 1,000 Senior notes, 4.500% due May 2023 — 1,250 Senior notes, 4.750% due December 2023 — 614 Senior notes, 5.125% due April 2024 — 241 Senior notes, 3.625% due September 2024 750 750 Senior notes, 4.700% due May 2025 1,250 1,250 Senior notes, 5.125% due December 2026 719 719 Senior notes, 3.800% due April 2028 496 496 Senior notes, 6.500% due March 2041 1,250 1,250 Senior notes, 4.750% due September 2044 800 800 Senior notes, 5.850% due December 2045 250 250 Senior notes, 4.500% due April 2048 498 498 Andeavor senior notes, 3.800% - 5.375% due 2023 – 2048 36 331 Senior notes, 5.000%, due September 2054 400 400 Total $ 6,449 $ 9,849 2021 Activity On March 1, 2021, we repaid the $1.0 billion outstanding aggregate principal amount of 5.125% senior notes due March 2021. In June 2021, all of the $300 million outstanding aggregate principal amount of 5.125% senior notes due April 2024, including the portion of such notes for which Andeavor was the obligor, were redeemed at a price equal to 100.854% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date. On December 2, 2021, all of the $1.25 billion outstanding aggregate principal amount 4.5% senior notes due May 2023 and the $850 million outstanding aggregate principal amount of 4.75% senior notes due December 2023, including the portion of such notes for which Andeavor LLC was the obligor, were redeemed at a price equal to par, plus a make-whole premium and accrued and unpaid interest to, but not including, the redemption date. The payment of $132 million related to the note premium, offset by the immediate expense recognition of $6 million of unamortized debt premium and issuance costs, resulted in a loss on extinguishment of debt of $126 million. 2020 Activity On April 27, 2020, we issued $2.5 billion aggregate principal amount of senior notes in a public offering, consisting of $1.25 billion aggregate principal amount of 4.500% senior notes due May 2023 and $1.25 billion aggregate principal amount of 4.700% senior notes due May 2025. MPC used the net proceeds from this offering to repay amounts outstanding under its five-year revolving credit facility. On October 1, 2020, all of the $475 million outstanding aggregate principal amount of 5.375% senior notes due October 2022, including the portion of such notes for which Andeavor was the obligor, were redeemed at a price equal to par, plus accrued and unpaid interest to, but not including, the redemption date. On November 15, 2020, all of the $650 million outstanding aggregate principal amount of 3.400% senior notes due December 2020 were redeemed at a price equal to par, plus accrued and unpaid interest to, but not including, the redemption date. Interest on each series of senior notes is payable semi-annually in arrears. The MPC senior notes are unsecured and unsubordinated obligations of MPC and rank equally with all of MPC’s other existing and future unsecured and unsubordinated indebtedness. The MPC senior notes are non-recourse and structurally subordinated to the indebtedness of our subsidiaries, including the outstanding indebtedness of Andeavor and MPLX. The Andeavor senior notes are unsecured, unsubordinated obligations of Andeavor and are non-recourse to MPC and any of MPC’s subsidiaries other than Andeavor. MPLX Term Loan Facility The $1.0 billion of outstanding borrowings under the MPLX term loan facility was repaid during 2020 with net proceeds from the issuance of MPLX senior notes discussed below. MPLX Senior Notes December 31, (In millions) 2021 2020 Floating rate notes due September 2022 $ — $ 1,000 Senior notes, 3.500% due December 2022 486 486 Senior notes, 3.375% due March 2023 500 500 Senior notes, 4.500% due July 2023 989 989 Senior notes, 4.875% due December 2024 1,149 1,149 Senior notes, 5.250% due January 2025 — 708 Senior notes, 4.000% due February 2025 500 500 Senior notes, 4.875% due June 2025 1,189 1,189 MarkWest senior notes, 4.500% - 4.875% due 2023 – 2025 23 23 Senior notes, 1.750% due March 2026 1,500 1,500 Senior notes, 4.125% due March 2027 1,250 1,250 Senior notes, 4.250% due December 2027 732 732 Senior notes, 4.000% due March 2028 1,250 1,250 Senior notes, 4.800% due February 2029 750 750 Senior notes, 2.650% due August 2030 1,500 1,500 Senior notes, 4.500% due April 2038 1,750 1,750 Senior notes, 5.200% due March 2047 1,000 1,000 Senior notes, 5.200% due December 2047 487 487 ANDX senior notes, 3.500% - 5.250% due 2022 – 2047 45 87 Senior notes, 4.700% due April 2048 1,500 1,500 Senior notes, 5.500% due February 2049 1,500 1,500 Senior notes, 4.900% due April 2058 500 500 Total $ 18,600 $ 20,350 2021 Activity On January 15, 2021, MPLX redeemed all the $750 million outstanding aggregate principal amount of 5.250% senior notes due January 2025, including the portion of such notes issued by ANDX, at a price equal to 102.625% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date. On September 3, 2021 MPLX redeemed, at par value, all of the $1.0 billion aggregate principal amount of floating rate senior notes due September 2022, plus accrued and unpaid interest to, but not including, the redemption date. MPLX primarily funded the redemption with borrowings under the MPC intercompany loan agreement. 2020 Activity On August 18, 2020, MPLX issued $3.0 billion aggregate principal amount of senior notes in a public offering, consisting of $1.5 billion aggregate principal amount of 1.750% senior notes due March 2026 and $1.5 billion aggregate principal amount of 2.650% senior notes due August 2030. The net proceeds were used to repay $1.0 billion of outstanding borrowings under the MPLX term loan agreement, to repay the $1.0 billion aggregate principal amount of floating rate senior notes due September 2021, to redeem all of the $300 million aggregate principal amount of MPLX’s 6.250% senior notes due October 2022 and to redeem the $450 million aggregate principal amount of 6.375% senior notes due May 2024, including the portion of such notes issued by ANDX. The remaining net proceeds were used for general business purposes. Interest on each series of MPLX fixed rate senior notes is payable semi-annually in arrears. The MPLX senior notes are unsecured, unsubordinated obligations of MPLX and are non-recourse to MPC and its subsidiaries other than MPLX and MPLX GP LLC, as the general partner of MPLX. Schedule of Maturities Principal maturities of long-term debt, excluding finance lease obligations, as of December 31, 2021 for the next five years are as follows: (In millions) 2022 $ 500 2023 1,500 2024 2,201 2025 2,950 2026 2,249 Available Capacity under our Facilities as of December 31, 2021 (Dollars in millions) Total Outstanding Outstanding Available Weighted Expiration MPC, excluding MPLX MPC bank revolving credit facility $ 5,000 $ — $ 1 $ 4,999 — October 2023 MPC trade receivables securitization facility (a) 250 — 250 — — September 2022 MPLX MPLX bank revolving credit facility 3,500 300 — 3,200 1.33 July 2024 (a) The committed capacity of the trade receivables securitization facility is $100 million. The facility allows the banks to make loans and issue letters of credit of up to $400 million in excess of the committed capacity at their discretion if there is available borrowing capacity. MPC Five-Year Bank Revolving Credit Facility On August 28, 2018, in connection with the Andeavor acquisition, MPC entered into a credit agreement with a syndicate of lenders providing for a $5.0 billion five-year revolving credit facility that expires in 2023. The five-year credit agreement became effective on October 1, 2018. MPC has an option under its $5.0 billion five-year credit agreement to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other conditions, the consent of the lenders whose commitments would be increased. In addition, MPC may request up to two one-year extensions of the maturity date of the five-year credit agreement subject to, among other conditions, the consent of lenders holding a majority of the commitments, provided that the commitments of any non-consenting lenders will terminate on the then-effective maturity date. The five-year credit agreement includes sub-facilities for swing-line loans of up to $250 million and letters of credit of up to $2.2 billion (which may be increased to up to $3.0 billion upon receipt of additional letter of credit issuing commitments). Borrowings under the MPC five-year credit agreement bear interest, at our election, at either the Adjusted LIBO Rate or the Alternate Base Rate (both as defined in the MPC five-year credit agreement), plus an applicable margin. We are charged various fees and expenses under the MPC five-year credit agreement, including administrative agent fees, commitment fees on the unused portion of the commitments and fees related to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPC five-year credit agreement fluctuate based on changes, if any, to our credit ratings. The MPC five-year credit agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for arrangements of this type, including a financial covenant that requires us to maintain a ratio of Consolidated Net Debt to Total Capitalization (each as defined in the MPC five-year credit agreement) of no greater than 0.65 to 1.00 as of the last day of each fiscal quarter. The covenants also restrict, among other things, our ability and/or the ability of certain of our subsidiaries to incur debt, create liens on assets or enter into transactions with affiliates. As of December 31, 2021, we were in compliance with the covenants contained in the MPC five-year credit agreement. MPC 364-Day Bank Revolving Credit Facilities On September 23, 2020, MPC entered into a 364-day credit agreement with a syndicate of lenders. This revolving credit agreement provided for a $1.0 billion unsecured revolving credit facility that was scheduled to mature in September 2021. In June 2021, we elected to terminate this credit agreement. There were no borrowings under this credit facility, and we determined that the incremental borrowing capacity of the facility was no longer necessary. We incurred no early termination fees as a result of the early termination of this credit agreement. On April 27, 2020, MPC entered into an additional 364-day revolving credit agreement that provided for a $1.0 billion unsecured revolving credit facility that was scheduled to mature in April 2021. In February 2021, we elected to terminate this credit agreement. This facility provided us with additional liquidity and financial flexibility during the then ongoing commodity price and demand downturn. There were no borrowings under this credit facility, and we determined that the incremental borrowing capacity of the facility was no longer necessary. We do not intend to replace this facility. We incurred no early termination fees as a result of the early termination of this credit agreement. Trade Receivables Securitization Facility On September 30, 2021, we entered into a Loan and Security Agreement and related documentation with a group of lenders providing for a new trade receivables securitization facility having $100 million of committed borrowing and letter of credit issuance capacity and up to an additional $400 million of uncommitted borrowing and letter of credit issuance capacity that can be extended at the discretion of the lenders, provided that at no time may outstanding borrowings and letters of credit issued under the facility exceed the balance of eligible trade receivables (as calculated in accordance with the Loan and Security Agreement) that are pledged as collateral under the facility. The new facility is scheduled to expire on September 29, 2022, unless extended, and replaces our previous trade receivables securitization facility that expired on July 16, 2021. The trade receivables facility consists of certain of our wholly-owned subsidiaries (“Originators”) selling or contributing on an on-going basis all of the trade receivables generated by them (the “Pool Receivables”), together with all related security and interests in the proceeds thereof, without recourse, to another wholly-owned, bankruptcy-remote special purpose subsidiary, MPC Trade Receivables Company I LLC (“TRC”), in exchange for a combination of cash, equity and/or borrowings under a subordinated note issued by TRC. TRC may request borrowings and extensions of credit under the Loan and Security Agreement for up to the lesser of the maximum capacity under the facility or the eligible trade receivables balance of the Pool Receivables. TRC and each of the Originators have granted a security interest in all of their rights, title and interests in and to the Pool Receivables, together will all related security and interests in the proceeds thereof, to the lenders to secure the performance of TRC’s and the Originators’ payment and other obligations under the facility. In addition, MPC has issued a performance guaranty in favor of the lenders guaranteeing the performance by TRC and the Originators of their obligations under the facility. To the extent that TRC retains an ownership interest in the Pool Receivables, such interest will be included in our consolidated financial statements solely as a result of the consolidation of the financial statements of TRC with those of MPC. The receivables sold or contributed to TRC are available first and foremost to satisfy claims of the creditors of TRC and are not available to satisfy the claims of creditors of MPC. TRC has granted a security interest in all of its assets to the lenders to secure its obligations under the Loan and Security Agreement. TRC pays floating-rate interest charges and usage fees on amounts outstanding under the trade receivables facility, if any, unused fees on the portion of unused commitments and certain other fees related to the administration of the facility and letters of credit that are issued and outstanding under the trade receivables facility. The Loan and Security Agreement and other documents comprising the facility contain representations and covenants that we consider usual and customary for arrangements of this type. Trade receivables are subject to customary criteria, limits and reserves before being deemed to be eligible receivables that count towards the borrowing base under the trade receivables facility. In addition, the lender’s commitments to extend loans and credits under the facility are subject to termination, and TRC may be subject to default fees, upon the occurrence of certain events of default that are included in the Loan and Security Agreement and other facility documentation, all of which we consider to be usual and customary for arrangements of this type. As of December 31, 2021, we were in compliance with the covenants contained in the Loan and Security Agreement and other facility documentation. MPLX Bank Revolving Credit Facility Upon the completion of the merger of MPLX and ANDX on July 30, 2019, the MPLX bank revolving credit facility was amended and restated to increase the borrowing capacity to $3.5 billion and to extend the maturity date to July 30, 2024. The ANDX revolving and dropdown credit facilities were terminated and all outstanding balances were repaid and funded with borrowings under the amended and restated MPLX $3.5 billion bank revolving credit facility. The MPLX credit agreement includes letter of credit issuing capacity of up to approximately $300 million and swingline loan capacity of up to $150 million. The revolving borrowing capacity may be increased by up to an additional $1.0 billion, subject to certain conditions, including the consent of the lenders whose commitments would increase. Borrowings under the MPLX credit agreement bear interest, at MPLX’s election, at the Adjusted LIBO Rate or the Alternate Base Rate (both as defined in the MPLX credit agreement) plus an applicable margin. MPLX is charged various fees and expenses in connection with the agreement, including administrative agent fees, commitment fees on the unused portion of the commitments and fees with respect to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPLX credit agreement fluctuate based on changes, if any, to MPLX’s credit ratings. 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, including a financial covenant that requires MPLX to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as |