Marathon Petroleum (MPC) 10-K risk factor changes: FY2023 vs FY2022

[removed: We generally] purchase our feedstocks weeks before we refine them and sell the refined products.

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

In 2021, several automobile manufacturers jointly announced their shared goal that [removed: 40-50%] [added: 40-50 percent] of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030.

MPLX operates a fleet of boats and barges to transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks to and from [added: our] refineries and terminals owned by [removed: MPC.][added: MPC and MPLX.]

[removed: We rely on such systems to process, transmit] and [removed: store electronic information, including financial records and personally identifiable information such as employee, customer and investor data, and] to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, credit card payments and authorizations at certain of our customers’ retail outlets, financial transactions, banking and numerous other processes and transactions.

Our [added: information] systems (and those of our third-party business partners and service [removed: providers)] [added: providers), including our cloud computing environments and operational technology environments,] are subject to numerous and evolving cybersecurity threats and attacks, including ransomware and other malware, and phishing and social engineering schemes, [added: supply chain attacks, and advanced artificial intelligence cyberattacks,] 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 may originate with criminal attackers, [added: advanced persistent threats and nation-state actors,] state-sponsored actors or employee error or malfeasance.

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

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 [added: processes available to mitigate such risks.]

We operate and sell some of our products [added: and procure some feedstocks] outside the United States.

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

At December 31, [removed: 2022,] [added: 2023,] our total debt obligations for borrowed money and finance lease obligations were [removed: $27.08] [added: $27.62] billion, including [removed: $20.11] [added: $20.71] billion of obligations of MPLX and its subsidiaries.

[removed: Future inventory valuation adjustments] [added: Significant variations in the market prices of products held in our inventories] could have a negative or positive effect on our financial performance.

We accounted for [removed: the Andeavor and other] [added: certain] 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.

As of December 31, [removed: 2022,] [added: 2023,] our balance sheet reflected $8.2 billion and [removed: $1.9] [added: $1.8] billion of goodwill and other intangible assets, respectively.

- the emission or discharge of materials into the [removed: environment,][added: environment;]

- solid and hazardous waste [removed: management,][added: management;]

- the regulatory classification of materials currently or formerly used in our [removed: business,][added: business;]

- pollution [removed: prevention,][added: prevention;]

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

- characteristics and composition of transportation fuels, including the quantity of renewable fuels that must be blended into transportation [removed: fuels,][added: fuels;]

- public and employee safety and [removed: health,][added: health;]

- [removed: permitting,][added: permitting;]

- inherently safer [removed: technology,] [added: technology;] and

[removed: There is also] increased regulatory interest in [removed: per- and polyfluoroalkyl substances (“PFAS”),] [added: PFAS,] which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto.

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

[removed: President Biden also issued] [added: In the United States,] an Executive Order [added: issued] on [removed: climate change in which he] [added: January 27, 2021,] announced putting the U.S. on a path to achieve net-zero carbon emissions, economy-wide, by 2050.

The Executive Order also calls for the federal government to pause oil and gas leasing on federal [removed: lands,] [added: lands and] reduce methane [added: emissions from the oil and gas sector as quickly as possible, and requires federal permitting decisions to consider the effects of GHG emissions and climate change.]

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

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

Governmental and other entities in various U.S. states have filed lawsuits against various energy companies, including [removed: us.][added: us, alleging damages as a result of climate change, false statements about climate change, and violations of various consumer protection statutes.]

The [removed: lawsuits allege damages as a result of climate change and the] plaintiffs are seeking unspecified damages and abatement under various tort theories.

Such risks could adversely impact our business and [added: our] ability to [added: continue to operate or] realize certain growth strategies.

In recent years, increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment [removed: community.][added: community, including climate change, energy transition matters, and diversity, equity and inclusion.]

Efforts to achieve goals and targets, such as the foregoing and future internal climate-related initiatives, may increase costs, require purchase of carbon credits, or limit or impact our business plans and financial results, potentially resulting in the reduction [added: to the economic end-of-life of certain assets and an impairment of the associated net book value, among other material adverse impacts.]

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

Attorneys general and other government officials [removed: have in the past and] may [removed: in the future] [added: continue to] pursue litigation in which they seek to recover civil damages [removed: from companies] [added: against us] 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.

Approximately [removed: 2,545 refinery] [added: 3,800 of our] employees are covered by collective bargaining agreements with expiration dates ranging from [removed: 2023] [added: 2024] to 2027.

In addition, [removed: California requires] [added: some states in which we operate require] refinery owners to pay prevailing wages to contract craft workers and [removed: restricts] [added: restrict] refiners’ ability to hire qualified employees to a limited pool of applicants.

We generally

An Executive Order issued on August 5, 2021, set a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles.

Our operations are subject to business interruptions and present inherent hazards and risks, which could adversely impact our results of operations and financial condition.

We rely on such systems to process, transmit and store electronic information, including financial records and personally identifiable information such as employee, customer and investor data,

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results of operations and cash flows.

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We have several large capital projects underway, including efficiency and modernization improvements at our Los Angeles Refinery and a Distillate Hydrotreater project at our Galveston Bay Refinery.

There is also

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In December 2023, EPA completed one provision of the order by promulgating a final rule to reduce methane and volatile organic compounds from oil and gas operations.

Concurrently, EPA significantly increased the social cost of greenhouse gases.

Governments and private parties may continue to file lawsuits or initiate regulatory action based on allegations that certain public statements regarding climate change and other ESG related matters and practices by companies are false and misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes, presenting a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or ESG disclosures and practices.

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Further, our reputation could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.

We assess progress with these targets on an annual basis.

We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and technologies become available.

Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.

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matters, stock price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.

If California or other jurisdictions (i) establish a maximum refining margin and impose a financial penalty for profits above such maximum refining margin or (ii) impose restrictions on turnaround and maintenance activities, our financial results and profitability could be adversely affected.

In June 2023, the provisions of California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SBx 1-2”) became effective, which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations (e.g., daily, weekly, monthly, and annually reporting of detailed operational and financial data on all aspects of our operations in California) to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California, (iii) created the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.

The operational data reporting includes our plans for turnaround and maintenance activities at our Los Angeles refinery and Martinez renewable fuels facility and our plans to address potential impacts on feedstock and product inventories in California resulting from such turnaround and maintenance activities.

In late 2023, the CEC adopted (i) an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SBx 1-2, and (ii) an order initiating rulemaking activity under SBx 1-2 that will be focused on refinery maintenance and turnarounds.

To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin, our financial results and profitability could be adversely affected.

Our results of operations, financial performance and safety and maintenance efforts could also be adversely impacted to the extent that restrictions on turnaround and maintenance activities are imposed by the CEC.

We cannot reasonably predict the impact that full implementation of SBx 1-2 will have on our California operations or our company nor can we predict the impact from similarly focused legislation or actions in other jurisdictions in which we operate our refineries.

The recently adopted legislation in California, and the future enactment of similar legislation in any of the other jurisdictions, could adversely impact our business, financial condition, results of operations and cash flows.

Attorneys general and other government officials have in the past and may in the future pursue litigation in which they seek to recover civil damages from

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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.

In 2024, there are two collective bargaining agreements, one expired on January 31 and the other will expire on April 7.

These two agreements cover approximately 500 employees in refining.

The parties to the expired agreement continue operating under the relevant terms of the expired agreement while negotiating a successor agreement.

In the event of a work stoppage impacting operations, we have a contingency plan in place to continue operations.

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The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Our operations are subject to business interruptions and casualty losses.

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

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

While demand for the petroleum products that we manufacture, sell, transport and store witnessed a substantial recovery in 2022, significant uncertainty remains as to the extent to which further resurgences in the virus, the emergence of new variants and waning vaccine effectiveness may spur future actions by individuals, governments and the private sector to stem the spread of the virus.

The extent to which the COVID-19 pandemic continues to impact global economic conditions, our business and the business of our customers, suppliers and other counterparties, will depend largely on future developments that remain uncertain and cannot be predicted, such as the length and severity of the pandemic; the social, economic and epidemiological effects of COVID-19 mitigation measures; the extent to which individuals acquire and retain immunity; emerging virus variants and how those new variants of the disease affect the human body; the stress on access to materials, supplies and contract labor; and general economic conditions.

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.

processes available to mitigate such risks.

During 2020, there were significant variations in the market prices of products held in our inventories.

Those significant variations required us to record either inventory valuation charges or benefits to reflect the valuation of our inventories at the lower of cost or market.

We have several large capital projects underway, including the activities associated with the conversion of the Martinez refinery to a renewable diesel facility.

Though the United States had withdrawn from the Paris Agreement, President Biden issued an executive order recommitting the United States to the Paris Agreement on January 20, 2021.

emissions from the oil and gas sector as quickly as possible, and requires federal permitting decisions to consider the effects of GHG emissions and climate change.

In a second Executive Order, President Biden reestablished a working group to develop the social cost of carbon and the social cost of methane.

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

Similar lawsuits may be filed in other jurisdictions.

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

Approximately 3,755 of our employees are covered by collective bargaining agreements.

If we fail to maintain compliance with the Maritime Laws, we

However, the forum selection provision does not apply to any claims, actions or proceedings arising under the Securities Act or the Exchange Act.

Strategic Transaction Risks

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

On May 14, 2021, we completed the sale of Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven.

Following the completion of the sale, our diversification of revenue sources diminished, and our business, financial condition, results of operations and cash flows may be subject to increased volatility as a result.

For the year ended December 31, [removed: 2022,] [added: 2023,] our results were [removed: favorably] impacted by [removed: the continuing recovery in] [added: market prices and seasonal market fluctuations; however,] the [added: demand] environment in which our business [removed: operates.][added: operates remains strong.]

We are unable to predict the potential effects that [removed: resurgences of COVID-19 or] the continuance or escalation of [removed: the] [added: these] military [removed: conflict between Russia and Ukraine,] [added: conflicts,] and related sanctions or market [removed: disruptions,] [added: disruptions on shipping and energy costs,] may have on our financial position and results.

In response to [removed: this] [added: the current] business environment, we continue to focus on the following priorities for our business:

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Martinez [removed: Renewable Fuels Project] [added: Renewables] Joint Venture

As of December 31, [removed: 2022,] [added: 2023,] MPC had [removed: $3.33] [added: $6.78] billion remaining under its share repurchase authorizations.

On [removed: January 31,] [added: October 25,] 2023, [removed: the company] [added: MPC] announced that [removed: its Board] [added: our board] of [removed: Directors had] [added: directors] approved an [removed: incremental] [added: additional] $5.0 billion share repurchase [removed: authorization.][added: authorization in addition to the $5.0 billion share authorizations announced on January 31, 2023 and May 2, 2023.]

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

[removed: During the first quarter of 2022, our] [added: Our] chief operating decision maker (“CODM”) [removed: began to evaluate] [added: evaluates] the performance of our segments using segment adjusted EBITDA.

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

Select results for continuing operations for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are reflected in the following table.

| *(Millions of dollars)* | | | | | | [added: | | | 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Refining & Marketing | | | | | | $ | [removed: 19,261] [added: 13,551] | | | | | $ | [removed: 3,518] [added: 19,261] | |

| Midstream | | | | | | [removed: 5,772] [added: 6,171] | | | | | | [removed: 5,410] [added: 5,772] | | |

| Total reportable segments | | | | | | $ | [removed: 25,033] [added: 19,722] | | | | | $ | [removed: 8,928] [added: 25,033] | |

| Corporate | | | | | | [removed: (698)] [added: (737)] | | | | | | [removed: (587)] [added: (698)] | | |

| Refining planned turnaround costs | | | | | | [removed: (1,122)] [added: (1,201)] | | | | | | [removed: (582)] [added: (1,122)] | | |

| Storm impacts | | | | | | [added: | | |] — | | | | | | [removed: (70)] [added: —] | | | [added: | | | (50) | | |]

| LIFO inventory [added: (charge)] credit | | | | | | [removed: 148] [added: (145)] | | | | | | [removed: —] [added: 148] | | |

| Gain on sale of assets(a) | | | | | | [removed: 1,058] [added: 198] | | | | | | [removed: —] [added: 1,058] | | |

| Renewable volume obligation requirements(b) | | | | | | [removed: 238] [added: —] | | | | | | [removed: —] [added: 238] | | |

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

| [removed: Impairments(c)] [added: Impairments] | | | | | | — | | | | | | [added: — | | | | | |] (13) | | |

| Idling facility expenses | | | | | | — | | | | | | [added: — | | | | | |] (12) | | |

| Depreciation and [removed: amortization(d)] [added: amortization] | | | | | | [removed: (3,215)] [added: 3,307] | | | | | | [removed: (3,364)] [added: 3,215] | | | [added: | | | 92 | | | | | | 3,364 | | | | | | (149) | | |]

| Net interest and other financial costs | | | | | | [removed: (1,000)] [added: 525] | | | | | | [removed: (1,483)] [added: 1,000] | | | [added: | | | (475) | | | | | | 1,483 | | | | | | (483) | | |]

| Income from continuing operations before income taxes | | | | | | $ | [removed: 20,469] [added: 13,989] | | | | | [removed: 2,817] [added: 20,469] | | |

[removed: (a)Includes] [added: 2022 includes] the [removed: non-cash] [added: $549 million] gain related to the contribution of assets by MPC on the formation of the Martinez [removed: Renewable] [added: Renewables] joint venture and the [removed: non-cash] [added: $509 million] gain on lease reclassification.

Financial Statements and Supplementary Data - Notes [removed: 16] [added: 15] and [removed: 28.][added: 27.]

(b)Represents retroactive changes in renewable volume obligation requirements published by [removed: the] EPA in June 2022 for the 2020 and 2021 annual obligations.

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

| Net income per diluted share | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Continuing operations | | | | | | $ | [removed: 27.98] [added: 23.63] | | | | | $ | [removed: 2.02] [added: 27.98] | |

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

| Net income attributable to MPC | | | | | | $ | [removed: 28.12] [added: 23.63] | | | | | $ | [removed: 15.24] [added: 28.12] | |

Net income attributable to MPC increased $4.78 [removed: billion, or $12.88 per diluted share,] [added: billion] in 2022 compared to 2021 primarily due to increased average refined product sales prices and volumes and [removed: non-cash] net gains on the disposal of assets, partially offset by increased operating costs and the absence of a gain on the sale of Speedway and a partial period of income from discontinued operations due to the sale of the Speedway business on May 14, 2021.

Refer to the Results of Operations section for a discussion of financial results by segment for the three years ended December 31, [removed: 2022.][added: 2023.]

We received limited partner distributions of [removed: $1.87] [added: $2.06] billion and [removed: $2.16] [added: $1.87] billion from MPLX during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

We owned approximately 647 million MPLX common units at December 31, [removed: 2022] [added: 2023] with a market value of [removed: $21.26] [added: $23.77] billion based on the December [removed: 30, 2022] [added: 29, 2023] closing unit price of [removed: $32.84.][added: $36.72.]

On January [removed: 25, 2023,] [added: 24, 2024,] MPLX declared a quarterly cash distribution of [removed: $0.7750] [added: $0.8500] per common unit, which was paid February 14, [removed: 2023.][added: 2024.]

Global energy markets continue to experience disruptions resulting from regional conflicts, such as in the Middle East and Ukraine.

In June 2023, the provisions of California legislature adopted SBx 1-2 became effective, which authorizes the CEC to establish a “maximum gross gasoline refining margin” with respect to refining activities in California, as well as establish fees for refiners for exceeding the yet to be issued margin cap.

The law further expands on existing reporting requirements for refiners to the CEC.

In late 2023, the CEC adopted (i) an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SBx 1-2, and (ii) an order initiating rulemaking activity under SBx 1-2 that will be focused on refinery maintenance and turnarounds.

We will evaluate the impact that SBx1-2 and any associated forthcoming CEC regulations may have on our current or anticipated future operations in California and results of operations when SBx 1-2 is fully implemented.

MPLX Acquisition of 40 percent Interest in Gathering and Processing Joint Venture

On December 15, 2023, MPLX used $303 million of cash on hand to purchase the remaining 40 percent interest in MarkWest Torñado GP, L.L.C. (“Torñado”) for approximately $270 million, including cash paid for working capital, and to extend the term of a gathering and processing agreement for approximately $33 million.

As a result of this transaction, MPLX now owns 100 percent

of Torñado and reflects it as a consolidated subsidiary within our consolidated financial results.

It was previously accounted for as an equity method investment.

Torñado provides natural gas gathering and processing related services in the Permian basin.

At December 15, 2023, the carrying value of MPLX’s 60 percent equity investment in Torñado was $311 million.

Upon acquisition of the remaining 40 percent member interest, MPLX’s existing equity investment was remeasured to fair value resulting in the recognition of a $92 million gain.

Green Bison Soy Processing LLC Facility (“Green Bison Soy Processing”)

In November 2023, Green Bison Soy Processing, a dedicated soybean processing complex, opened in Spiritwood, North Dakota.

The facility is North Dakota's first dedicated soybean processing complex, and is a major step towards meeting increased demand for renewable fuels, in this case renewable green diesel.

Green Bison Soy Processing will source and process local soybeans, with the resulting oil supplied exclusively to MPC as a feedstock for renewable fuels.

The facility will produce approximately 600 million pounds of refined soybean oil annually, enough feedstock for approximately 75 million gallons of renewable green diesel per year.

The approximately $350 million complex, which features state-of-the-art automation technology, is in the commissioning and startup phase of processing soybeans for meal and oil.

The facility is a joint venture with ADM owning 75 percent and MPC owning 25 percent.

South Texas Gateway Terminal LLC

On August 1, 2023, MPC sold its 25 percent interest in South Texas Gateway Terminal LLC (“South Texas Gateway”) to an affiliate of Gibson Energy Inc. (“Gibson Energy”).

Gibson Energy paid $1.1 billion in cash to acquire 100 percent of the membership interests of South Texas Gateway from MPC and its other members.

South Texas Gateway owns an oil export facility in the U.S. Gulf Coast.

MPC’s proceeds were $270 million, resulting in a gain of $106 million.

LF Bioenergy Acquisition

On March 8, 2023, MPC announced the acquisition of a 49.9 percent equity interest in LF Bioenergy, an emerging producer of RNG in the U.S., for approximately $56 million, which included funding for on-going operations and project development.

LF Bioenergy has been focused on developing and growing a portfolio of dairy farm-based, low carbon intensity RNG projects.

Current projects are under various stages of development, with the first facility reaching full commercial operation in the first half of 2023.

LF Bioenergy's management and origination teams continue to expand the portfolio with additional sanctioned projects while progressing their existing pipeline of opportunities toward final investment decisions.

As specific project milestones are achieved, MPC is expected to fund its share of capital expenditures to build out the portfolio.

The Martinez Renewables facility, which has a design capacity of 730 million gallons per year including pretreatment capabilities, began ramping up production of renewable diesel in 2023.

Other

Succession Planning

As previously disclosed, MPC maintains a mandatory retirement policy that, absent a waiver or extension, requires an executive officer to retire from service to the company coincident with, or immediately following, the first of the month after such executive officer reaches age 65 (the "Policy").

Michael J.

Hennigan, our Chief Executive Officer, will reach mandatory retirement on August 1, 2024.

Accordingly, the MPC Board of Directors, with a focus on the long-term strategic direction of the company, is engaged in appropriate succession planning activities, which are expected to include, among other customary steps, the review of succession candidates, as well as consideration of any waiver or extension of the Policy respecting Mr. Hennigan.

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| *(Millions of dollars)* | | | | | | 2023 | | | | | | 2022 | | |

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

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

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

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

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

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

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

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

These contributions will continue into 2023.

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

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

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

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

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

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

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

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

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

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

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

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

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

The facility is expected to ramp up to producing 730 million gallons per year by the end of 2023, with pretreatment capabilities coming online in 2023.

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

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

See Item 8.

(c)Impairment of equity method investments.

(d)2021 includes $56 million of impairments of long-lived assets.

The decrease in 2022 is primarily due to a supplemental distribution amount of $0.5750 per common unit in the third quarter of 2021 that did not recur in 2022.

During the year ended December 31, 2022, MPLX repurchased 15 million common units at an average cost per unit of $31.96 and paid $491 million of cash.

Our refining logistics assets and fuels distribution services are used solely by our Refining & Marketing segment.

| Impairment expense | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,426 | | | | | | (8,426) | | |

| Restructuring expenses | | | | | | — | | | | | | — | | | | | | — | | | | | | 367 | | | | | | (367) | | |

Net income attributable to MPC increased $4.78 billion in 2022 compared to 2021, primarily due to increased average refined product sales prices and volumes and net gains on the disposal of assets, partially offset by increased operating costs and the absence of a gain on the sale of Speedway and a partial period of income from discontinued operations due to the sale of the Speedway business on May 14, 2021.

2021 Compared to 2020

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

See Segment Results for additional information.

- increased income from equity method investments of $1.39 billion largely due to impairments of equity method investments of $1.32 billion in 2020 primarily driven by the effects of the COVID-19 pandemic and the decline in commodity prices; and

- increased other income of $350 million primarily due to higher income on RIN sales.

- increased cost of revenues of $44.28 billion primarily due to higher refined product sales volumes in addition to higher crude oil and refined product raw material costs, partially offset by the absence of a LIFO liquidation charge in 2020 of $561 million;

As of December 31, [removed: 2022,] [added: 2023,] we did not have any financial derivative instruments to hedge the risks related to interest rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.

Financial Statements and Supplementary Data – Notes [removed: 20] [added: 18] and [removed: 21] [added: 19] for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our consolidated balance sheets and statements of income.

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

MPLX management conducts a standard credit review on counterparties to derivative contracts, and it has provided the counterparties with a guaranty as credit support for its [removed: obligations.][added: obligations if requested.]

The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

| [removed: *(In millions)*] [added: *(Millions of dollars)*] | | | [removed: 2022] | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022 | | |]

| Realized [removed: loss] [added: gain (loss)] on settled derivative positions | | | [added: | | |] $ | [removed: (93)] [added: 8] | | | | | $ | [removed: (359)] [added: (93)] | |

| Unrealized gain (loss) on open net derivative positions | | | [removed: 35] | | | [added: (14)] | | | [removed: (21)] | | | [added: 35 | | |]

| Net loss | | | [added: | | |] $ | [removed: (58)] [added: (6)] | | | | | $ | [removed: (380)] [added: (58)] | |

Financial Statements and Supplementary Data – Note [removed: 21] [added: 19] for additional information on our open derivative positions at December 31, [removed: 2022.][added: 2023.]

Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of December 31, [removed: 2022] [added: 2023] is provided in the following table.

| | | | [added: | | |] Change in IFO from a Hypothetical Price Increase of | | | | | | | | | | | | Change in IFO from a Hypothetical Price Decrease of | | | | | | | | |

| [removed: *(In millions)*] [added: *(Millions of dollars)*] | | | [added: | | |] 10% | | | | | | 25% | | | | | | 10% | | | | | | 25% | | |

| Refined products | | | [removed: 67] | | | [added: (1)] | | | [removed: 169] | | | [added: (1)] | | | [removed: (67)] | | | [added: 1] | | | [removed: (169)] | | | [added: 1 | | |]

| Blending products | | | [removed: (16)] | | | [added: (3)] | | | [removed: (39)] | | | [added: (7)] | | | [removed: 16] | | | [added: 3] | | | [removed: 39] | | | [added: 7 | | |]

| Soybean oil | | | [removed: (11)] | | | [added: (12)] | | | [removed: (27)] | | | [added: (29)] | | | [removed: 11] | | | [added: 12] | | | [removed: 27] | | | [added: 29 | | |]

Changes to the portfolio after December 31, [removed: 2022] [added: 2023] would cause future IFO effects to differ from those presented above.

Financial Statements and Supplementary Data – Note [removed: 22] [added: 20] for additional information on our debt.

Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of December 31, [removed: 2022] [added: 2023] is provided in the following table.

| [removed: *(In millions)*] [added: *(Millions of dollars)*] | | | | | | Fair Value(a) | | | | | | Change in Fair Value(b) | | | | | | Change in Net Income for the Year ended December 31, [removed: 2022(c)] [added: 2023(c)] | | |

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

(b)Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, [removed: 2022.][added: 2023.]

The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, [removed: 2022.][added: 2023.]

Financial Statements and Supplementary Data – Note [removed: 20] [added: 18] for additional information on the fair value of our debt.

We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in [removed: 2022.][added: 2023.]

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

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| As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Crude | | | | | | $ | (19) | | | | | $ | (47) | | | | | $ | 19 | | | | | $ | 47 | |

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

| Fixed-rate | | | | | | $ | 25,690 | | | | | $ | 2,037 | | | | | n/a | | |

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

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

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

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

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

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

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

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

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

We operate [added: one of] the nation's largest refining [removed: system] [added: systems] with approximately [removed: 2.9] [added: 3.0] million barrels per day of crude oil refining capacity and believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers in the United States.

- Midstream – [added: gathers,] transports, [removed: stores, distributes] [added: stores] and [removed: markets] [added: distributes] crude [removed: oil and] [added: oil,] refined [added: products, including renewable diesel, and other hydrocarbon-based] products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and [removed: gathers,] transports, fractionates, stores and markets NGLs.

The Midstream segment primarily reflects the results of [removed: MPLX LP (“MPLX”).][added: MPLX.]

As of December 31, [removed: 2022,] [added: 2023,] we owned the general partner of MPLX and approximately 65 percent of the outstanding MPLX common units.

On May 14, 2021, we completed the sale of Speedway, [added: LLC (“Speedway”),] our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven, Inc. (“7-Eleven”) for cash proceeds of $21.38 billion ($17.22 billion after cash-tax payments).

We currently own and operate refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States with an aggregate crude oil refining capacity of [removed: 2,898] [added: 2,950] mbpcd.

During [removed: 2021,] [added: 2023,] our refineries processed [removed: 2,621] [added: 2,677] mbpd of crude oil and [removed: 178] [added: 237] mbpd of other charge and blendstocks.

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

See the Refined Product [removed: Marketing] [added: Sales] section for further information about the products we produce.

Our refineries are [added: largely] integrated with each other via pipelines, terminals and barges to maximize operating efficiency.

Gulf Coast Region [removed: (1,189] [added: (1,228] mbpcd)

Garyville, Louisiana Refinery [removed: (596] [added: (597] mbpcd)

Our Garyville [removed: refinery, which is one of the largest refineries in the U.S.,] [added: refinery] is located along the Mississippi River in southeastern Louisiana between New Orleans, Louisiana and Baton Rouge, Louisiana.

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

Galveston Bay, Texas City, Texas Refinery [removed: (593] [added: (631] mbpcd)

Approximately [removed: 48] [added: 49] percent of the power generated in [removed: 2022] [added: 2023] was used at the refinery, with the remaining electricity being sold into the electricity grid.

Mid-Continent Region [removed: (1,159] [added: (1,170] mbpcd)

Catlettsburg, Kentucky Refinery [removed: (291] [added: (300] mbpcd)

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

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

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

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

Salt Lake City, Utah Refinery [removed: (66] [added: (68] mbpcd)

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

West Coast Region [removed: (550] [added: (552] mbpcd)

Los Angeles, California Refinery [removed: (363] [added: (365] mbpcd)

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

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

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

| (*mbpd*) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Gasoline(a) | | | | | | [removed: 1,494] [added: 1,526] | | | | | | [removed: 1,446] [added: 1,494] | | | | | | [removed: 1,314] [added: 1,446] | | |

| Distillates(a) | | | | | | [removed: 1,079] [added: 1,047] | | | | | | [removed: 965] [added: 1,079] | | | | | | [removed: 905] [added: 965] | | |

| NGLs and petrochemicals(a) | | | | | | [removed: 178] [added: 182] | | | | | | [removed: 250] [added: 178] | | | | | | [removed: 244] [added: 250] | | |

| Asphalt | | | | | | [removed: 89] [added: 80] | | | | | | [removed: 91] [added: 89] | | | | | | [removed: 81] [added: 91] | | |

| Propane | | | | | | [removed: 70] [added: 66] | | | | | | [removed: 52] [added: 70] | | | | | | [removed: 51] [added: 52] | | |

| Heavy fuel oil | | | | | | [removed: 73] [added: 52] | | | | | | [removed: 31] [added: 73] | | | | | | [removed: 28] [added: 31] | | |

| Total | | | | | | [removed: 2,983] [added: 2,953] | | | | | | [removed: 2,835] [added: 2,983] | | | | | | [removed: 2,623] [added: 2,835] | | |

(a) Product yields include renewable [removed: production.][added: production and ethanol blending.]

| United States | | | | | | [removed: 1,895] [added: 1,782] | | | | | | [removed: 1,890] [added: 1,895] | | | | | | [removed: 1,650] [added: 1,890] | | |

Following the completion of the STAR project in 2023, which added 40 mbpcd of capacity, it is now our largest refinery.

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

refining renewable feedstocks.

The Martinez Renewables facility, which has a design capacity of 730 million gallons per year including pretreatment capabilities, began ramping up production of renewable diesel in 2023.

In 2023, we acquired a 49.9 percent equity interest in LF Bioenergy, an emerging producer of renewable natural gas (“RNG”) in the U.S. LF Bioenergy has been focused on developing and growing a portfolio of dairy farm-based, low carbon intensity RNG projects.

Current projects are under various stages of development, with the first facility reaching full commercial operation in the first half of 2023.

During 2023, Virent continued to advance its BioForming® technology to commercialization with demonstration activities in the aviation industry.

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

| (*mbpd*) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Gasoline | | | 119 | | | | | | 105 | | | | | | 115 | | |

| Distillates | | | 156 | | | | | | 158 | | | | | | 121 | | |

| Total | | | 339 | | | | | | 315 | | | | | | 277 | | |

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

On December 2, 2023, EPA issued its final rule to regulate methane emissions from the Oil and Natural Gas Sector.

The rule titled “Standards of Performance for New, Reconstructed, and Modified Sources and Emissions Guidelines for Existing Sources: Oil and Gas Sector Climate Review” requires MPLX to control and reduce methane emissions within its natural gas gathering and boosting operations and gas processing facilities.

The rule is consistent with the voluntary methane reduction programs that MPLX has been implementing through its Focus on Methane Program.

As a result, although the rule requires MPLX to make additional investments to further reduce methane emissions, we do not believe the rule will have a material impact to our operations.

The updated estimates are significantly higher than past estimates.

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

The 2023 Rule has been challenged in multiple federal courts and has been enjoined from applying in 27 states where the pre-2015 “waters of the United States” definition and guidance applies.

On May 25, 2023, the United States Supreme Court issued its decision in *Sackett v.

EPA* rejecting the significant nexus test in favor of the relatively permanent waters test, thereby narrowing the scope of wetlands and other water bodies regulated as “waters of the United States.” On September 8, 2023, EPA and the Army Corps revised the 2023 Rule to conform to the *Sackett* decision (“Revised 2023 Rule”).

The Revised 2023 Rule applies in only 23 states and has also been challenged in multiple federal courts.

The regulatory uncertainty could result in delays in permitting and impact pipeline construction and maintenance activities.

The Army Corps could repeal or replace the 2021 authorization in a subsequent rulemaking, and proposed modifications to NWP 12 are expected to be published for notice and comment in early 2024.

Fluorine-free firefighting foams are currently under development but have not yet proven to be as effective as AFFFs containing PFAS.

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

providing guidance for addressing PFAS discharges in wastewater and stormwater.

Also, on March 29, 2023, EPA issued a notice of proposed rulemaking to establish national drinking water standards for PFOS, PFOA, perfluorohexane sulfonic acid, perfluorononanoic acid, perfluorobutane sulfonic acid (“PFBS”), and hexafluoropropylene oxide dimer acid and its ammonium salt (also known as “GenX”).

EPA indicates it will issue a final rule in late 2024.

For a discussion of environmental capital expenditures and costs of compliance, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations-Environmental Matters and Compliance Costs.

EPA indicates it will issue a final action during the first quarter of 2024.

In addition, EPA has received three petitions requesting regulatory action on PFAS under RCRA and in February 2024, proposed two regulations that would add nine PFAS, including PFOA and PFOS, to the list of RCRA hazardous constituents and broaden the definition of hazardous waste applicable to corrective action requirements at hazardous waste treatment, storage, and disposal facilities.

An Executive Order issued on August 5, 2021, set a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles.

Consistent with this order, EPA and NHTSA have promulgated separate rules setting more stringent requirements.

In addition, NHTSA and EPA have proposed new rules setting even more stringent requirements for model years 2027-2032.

NHTSA’s proposed standards would require an increase in fuel efficiency of two percent annually.

The Dickinson, North Dakota, renewable fuels facility began operations at the end of 2020 and reached full design operating capacity in the second quarter of 2021.

Converting the Martinez facility from refining petroleum to manufacturing renewable fuels signals our strong commitment to producing a substantial level of lower carbon-intensity fuels in California.

The facility is expected to ramp up to producing 730 million gallons per year by the end of 2023, with pretreatment capabilities coming online in 2023.

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

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

| Gasoline | | | 105 | | | | | | 154 | | | | | | 110 | | |

| Distillates | | | 158 | | | | | | 162 | | | | | | 187 | | |

| Total | | | 315 | | | | | | 371 | | | | | | 340 | | |

In February 2021, the Interagency Working Group on the Social Cost of Greenhouse Gases published interim estimates of the social cost of carbon, methane and nitrous oxide (collectively, social cost of GHG emissions).

In 2021, the EPA announced it is reconsidering the National Ambient Air Quality Standards (“NAAQS”) for ozone and fine particulate matter.

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

A broader definition could result in increased cost of compliance or increased capital costs for construction of new facilities or expansion of existing facilities.

The Biden Administration could repeal or replace the 2021 authorization in a subsequent rulemaking.

EPA did not issue any further regulations for PFAS under the Trump administration.

In October 2021, EPA updated the 2019 PFAS Action Plan.

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

Penalties or other sanctions may be imposed for noncompliance.

The enforcement of the UST regulations under RCRA has been delegated to the states, which administer their own UST programs.

Our obligation to remediate such contamination varies, depending on the extent of the releases and the applicable state laws and regulations.

Additional PFAS regulation could include the designation of PFAS as a RCRA hazardous waste.

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

When EPA promulgates the annual renewable fuel volume obligations, EPA may reduce the statutory amount of renewable fuel that must be blended using its waiver or reset authority.

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

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

Empowering our people and prioritizing

In 2022, MPC rolled back a majority of its COVID protocols which included the return of all employees to their respective work locations.

We continue to monitor the situation and adapt our COVID protocols as appropriate.

We also appropriately reward high-performers and offer competitive benefits.

Our primary source of full-time, entry-level new hires is our intern/co-op program.

Through our university recruiters, we offer college students who have completed their freshman year the opportunity to participate in our hands-on programs focused in areas of finance and accounting, marketing, engineering and IT.

We provide a broad range of leadership training opportunities to support the development of leaders at all levels.

Our programs, which are offered across the organization are a blended approach of business and leadership content, with many featuring external faculty.

We utilize various learning modalities, such as visual, audio, print, tactile, interactive, kinesthetic, experiential and leader-teaching-leader to address and engage different learning styles.

We believe networking and access to our executive team are a key leadership success factor, and we incorporate these opportunities into all of our programs.

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.

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 seven populations: Asian, Black, Disability, Hispanic, LGBTQ+, Veterans and Women.

Our employee networks have approximately 60 chapters across the company and all networks encourage ally membership.

[removed: The lawsuits allege damages as a result of climate change and the plaintiffs] [added: Plaintiffs] are seeking unspecified damages and abatement under various tort [removed: theories.][added: theories, as well as breaches of consumer protection and unfair trade statutes.]

| County of San Mateo, California | | | | | | July 17, 2017 | | | | | | [removed: U.S. District Court (Northern District of California); U.S.] [added: California Superior] Court of [removed: Appeals for the Ninth Circuit] [added: San Mateo County] | | |

| County of Marin, California | | | | | | July 17, 2017 | | | | | | [removed: U.S. District Court (Northern District of California); U.S.] [added: California Superior] Court of [removed: Appeals for the Ninth Circuit] [added: Marin County] | | |

| County of Santa Cruz, California | | | | | | December 20, 2017 | | | | | | [removed: U.S. District Court (Northern District of California); U.S.] [added: California Superior] Court of [removed: Appeals for the Ninth Circuit] [added: Santa Cruz County] | | |

| City of Santa Cruz, California | | | | | | December 20, 2017 | | | | | | [removed: U.S. District Court (Northern District of California); U.S.] [added: California Superior] Court of [removed: Appeals for the Ninth Circuit] [added: Santa Cruz County] | | |

| State of Rhode Island | | | | | | July 2, 2018 | | | | | | Superior Court of Providence [removed: County; U.S. Court of Appeals for the First Circuit] [added: County] | | |

| Mayor and City Council of Baltimore, Maryland | | | | | | July 20, 2018 | | | | | | Circuit Court of Baltimore [removed: City; U.S. Court of Appeals for the Fourth Circuit] [added: County] | | |

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

| City of Charleston, South Carolina | | | | | | September 9, 2020 | | | | | | [removed: U.S. District] Court [removed: (District] of [removed: South Carolina)] [added: Common Pleas of the 9th Circuit; US Court of Appeals for the Fourth Circuit] | | |

| County of Maui, Hawaii | | | | | | October 12, 2020 | | | | | | [removed: U.S. District Court (District of Hawaii); U.S. Court of Appeals for the Ninth Circuit;] Circuit Court of the [removed: First] [added: Second] Circuit (State of Hawaii) | | |

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

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

MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) [removed: that] [added: which] owns and operates the [removed: Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects, collectively referred to as the] Bakken Pipeline [removed: system or DAPL.][added: system.]

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

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

If the [removed: pipeline were temporarily shut down,] [added: vacation of the easement results in a temporary shutdown of the pipeline,] MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown.

MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the [removed: permit] [added: easement] and/or return the pipeline into operation.

If the [removed: vacatur] [added: vacation] of the easement [removed: permit] results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the [removed: 1%] [added: one percent] redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.

As of December 31, [removed: 2022,] [added: 2023,] our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.

In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA [removed: (together,] [added: (collectively,] the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.

The NOVs were issued [removed: from 2011 to 2018 and allege] [added: for alleged] violations of air quality regulations [removed: and the idled] [added: at our] Martinez [removed: refinery’s air permit.][added: refinery between June 2018 and May 2022.]

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

Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing, or failing to warn of the impacts of their petroleum products, which led to increased demand and worsened climate change.

| City of Imperial Beach, California | | | | | | July 17, 2017 | | | | | | California Superior Court of Contra Costa County | | |

| City of Richmond, California | | | | | | January 22, 2018 | | | | | | California Superior Court of Contra Costa County | | |

| State of Delaware | | | | | | September 10, 2020 | | | | | | Superior Court of Hudson County | | |

| County of Multnomah, Oregon | | | | | | June 22, 2023 | | | | | | U.S. District Court of Oregon | | |

The Army Corps issued a draft EIS in September 2023 detailing various options for the easement, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes.

The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies.

The pipeline remains operational while the Army Corps finalizes its decision which is expected to be issued by the end of 2024.

On November 8, 2023, the Court granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims.

The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.

THPP continues not to operate the portion of the pipeline that crosses the property at issue.

On October 20, 2023, Tesoro Refining & Marketing Company LLC, an indirect wholly owned subsidiary of MPC, received an offer to settle 59 Notices of Violation (“NOVs”) received from the Bay Area Air Quality Management District.

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

In September 2023, the U.S. Department of Justice and EPA confirmed they will be pursuing federal enforcement for alleged Clean Water Act violations arising from this incident as well as three pipeline incidents in Illinois and Indiana in 2018, 2020 and 2021.

| City of Imperial Beach, California | | | | | | July 17, 2017 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth Circuit | | |

| City of Richmond, California | | | | | | January 22, 2018 | | | | | | U.S. District Court (Northern District of California); U.S. Court of Appeals for the Ninth Circuit | | |

| Pacific Coast Federation of Fishermen’s Associations, Inc. | | | | | | November 14, 2018 | | | | | | U.S. District Court (Northern District of California) | | |

| State of Delaware | | | | | | September 10, 2020 | | | | | | U.S. District Court (District of Delaware); U.S. Court of Appeals for the Third Circuit | | |

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

In May 2021, the D.D.C. denied a renewed request for an injunction to shut down the pipeline while the EIS is being prepared.

In June 2021, the D.D.C. issued an order dismissing without prejudice the tribes’ claims against the Dakota Access Pipeline.

The litigation could be reopened or new litigation challenging the EIS, once completed, could be filed.

The pipeline remains operational.

We intend to vigorously defend ourselves against these counterclaims.

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

On July 18, 2016, the U.S. Department of Justice (“DOJ”) lodged a complaint on behalf of EPA and a Consent Decree in the U.S. Court for the Western District of Texas.

Among other things, the Consent Decree required that the Martinez refinery meet certain annual emission limits for NOx by July 1, 2018.

In 2018, TRMC informed EPA that it would need additional time to satisfy requirements of the Consent Decree.

In 2019, TRMC and the United States entered into an agreement to amend the Consent Decree to resolve these issues.

In light of the actions to strategically reposition the Martinez refinery to a renewable diesel facility, we are renegotiating the Consent Decree modification.

Subject to final approval by the court, we expect that, contingent on TRMC completing the conversion of the Martinez refinery to renewable diesel production, the renegotiated Consent Decree modification will no longer require the installation of a Selective Catalytic Reduction system to control NOx emissions from the now-idled fluid catalytic cracking unit, but will result in an increased civil penalty.

Gathering and Processing

MPLX has been negotiating with the EPA with respect to multiple alleged violations of the National Emission Standards for Hazardous Air Pollutants by the Chapita, Coyote Wash, Island, River Bend and Wonsits Valley Compressor Stations in Utah as well as the Robinson Lake Gas Plant in North Dakota.

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

We expect the settlement to be finalized later in 2023.

We are negotiating a settlement of the allegations.

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of [removed: Common Stock] [added: common stock] held by non-affiliates as of June 30, [removed: 2022] [added: 2023] was approximately [removed: $42.1] [added: $47.2] billion.

This amount is based on the closing price of the registrant’s [removed: Common Stock] [added: common stock] on the New York Stock Exchange on June 30, [removed: 2022.][added: 2023.]

There were [removed: 445,546,907] [added: 361,358,732] shares of Marathon Petroleum Corporation [removed: Common Stock] [added: common stock] outstanding as of February [removed: 16, 2023.][added: 23, 2024.]

Portions of the registrant’s proxy statement relating to its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, are incorporated by reference to the extent set forth in Part III, Items 10-14 of this Report.

| Item 1. | | | [removed: [Business](#i1e7f85c2f9154bb5b8465e6b5213b10a_19)] [added: [Business](#i5bd90ee272e04fdf9e7b2ecc82df4050_19)] | | | [removed: [4](#i1e7f85c2f9154bb5b8465e6b5213b10a_19)] [added: [4](#i5bd90ee272e04fdf9e7b2ecc82df4050_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i1e7f85c2f9154bb5b8465e6b5213b10a_46)] [added: Factors](#i5bd90ee272e04fdf9e7b2ecc82df4050_46)] | | | [removed: [17](#i1e7f85c2f9154bb5b8465e6b5213b10a_46)] [added: [17](#i5bd90ee272e04fdf9e7b2ecc82df4050_46)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i1e7f85c2f9154bb5b8465e6b5213b10a_49)] [added: Comments](#i5bd90ee272e04fdf9e7b2ecc82df4050_49)] | | | [removed: [29](#i1e7f85c2f9154bb5b8465e6b5213b10a_49)] [added: [29](#i5bd90ee272e04fdf9e7b2ecc82df4050_49)] | | |

| Item 2. | | | [removed: [Properties](#i1e7f85c2f9154bb5b8465e6b5213b10a_52)] [added: [Properties](#i5bd90ee272e04fdf9e7b2ecc82df4050_55)] | | | [removed: [29](#i1e7f85c2f9154bb5b8465e6b5213b10a_52)] [added: [31](#i5bd90ee272e04fdf9e7b2ecc82df4050_55)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i1e7f85c2f9154bb5b8465e6b5213b10a_64)] [added: Proceedings](#i5bd90ee272e04fdf9e7b2ecc82df4050_67)] | | | [removed: [36](#i1e7f85c2f9154bb5b8465e6b5213b10a_64)] [added: [38](#i5bd90ee272e04fdf9e7b2ecc82df4050_67)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i1e7f85c2f9154bb5b8465e6b5213b10a_67)] [added: Disclosures](#i5bd90ee272e04fdf9e7b2ecc82df4050_70)] | | | [removed: [37](#i1e7f85c2f9154bb5b8465e6b5213b10a_67)] [added: [39](#i5bd90ee272e04fdf9e7b2ecc82df4050_70)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1e7f85c2f9154bb5b8465e6b5213b10a_73)] [added: Securities](#i5bd90ee272e04fdf9e7b2ecc82df4050_76)] | | | [removed: [38](#i1e7f85c2f9154bb5b8465e6b5213b10a_73)] [added: [40](#i5bd90ee272e04fdf9e7b2ecc82df4050_549755816169)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1e7f85c2f9154bb5b8465e6b5213b10a_76)] [added: Operations](#i5bd90ee272e04fdf9e7b2ecc82df4050_82)] | | | [removed: [39](#i1e7f85c2f9154bb5b8465e6b5213b10a_76)] [added: [41](#i5bd90ee272e04fdf9e7b2ecc82df4050_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i1e7f85c2f9154bb5b8465e6b5213b10a_130)] [added: Risk](#i5bd90ee272e04fdf9e7b2ecc82df4050_130)] | | | [removed: [65](#i1e7f85c2f9154bb5b8465e6b5213b10a_130)] [added: [66](#i5bd90ee272e04fdf9e7b2ecc82df4050_130)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1e7f85c2f9154bb5b8465e6b5213b10a_133)] [added: Data](#i5bd90ee272e04fdf9e7b2ecc82df4050_133)] | | | [removed: [68](#i1e7f85c2f9154bb5b8465e6b5213b10a_133)] [added: [69](#i5bd90ee272e04fdf9e7b2ecc82df4050_133)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1e7f85c2f9154bb5b8465e6b5213b10a_256)] [added: Disclosure](#i5bd90ee272e04fdf9e7b2ecc82df4050_253)] | | | [removed: [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_256)] [added: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_253)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i1e7f85c2f9154bb5b8465e6b5213b10a_259)] [added: Procedures](#i5bd90ee272e04fdf9e7b2ecc82df4050_256)] | | | [removed: [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_259)] [added: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_256)] | | |

| Item 9B. | | | [Other [removed: Information](#i1e7f85c2f9154bb5b8465e6b5213b10a_2399)] [added: Information](#i5bd90ee272e04fdf9e7b2ecc82df4050_259)] | | | [removed: [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_2399)] [added: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_259)] | | |

| Item 9C. | | | [Disclosures Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1e7f85c2f9154bb5b8465e6b5213b10a_262)] [added: Inspections](#i5bd90ee272e04fdf9e7b2ecc82df4050_262)] | | | [removed: [123](#i1e7f85c2f9154bb5b8465e6b5213b10a_262)] [added: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_262)] | | |

| [PART [removed: III](#i1e7f85c2f9154bb5b8465e6b5213b10a_265)] [added: III](#i5bd90ee272e04fdf9e7b2ecc82df4050_265)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1e7f85c2f9154bb5b8465e6b5213b10a_268)] [added: Governance](#i5bd90ee272e04fdf9e7b2ecc82df4050_268)] | | | [removed: [124](#i1e7f85c2f9154bb5b8465e6b5213b10a_268)] [added: [122](#i5bd90ee272e04fdf9e7b2ecc82df4050_268)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i1e7f85c2f9154bb5b8465e6b5213b10a_271)] [added: Compensation](#i5bd90ee272e04fdf9e7b2ecc82df4050_271)] | | | [removed: [124](#i1e7f85c2f9154bb5b8465e6b5213b10a_271)] [added: [122](#i5bd90ee272e04fdf9e7b2ecc82df4050_271)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1e7f85c2f9154bb5b8465e6b5213b10a_274)] [added: Matters](#i5bd90ee272e04fdf9e7b2ecc82df4050_274)] | | | [removed: [125](#i1e7f85c2f9154bb5b8465e6b5213b10a_274)] [added: [123](#i5bd90ee272e04fdf9e7b2ecc82df4050_274)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1e7f85c2f9154bb5b8465e6b5213b10a_277)] [added: Independence](#i5bd90ee272e04fdf9e7b2ecc82df4050_277)] | | | [removed: [125](#i1e7f85c2f9154bb5b8465e6b5213b10a_277)] [added: [123](#i5bd90ee272e04fdf9e7b2ecc82df4050_277)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i1e7f85c2f9154bb5b8465e6b5213b10a_280)] [added: Services](#i5bd90ee272e04fdf9e7b2ecc82df4050_280)] | | | [removed: [125](#i1e7f85c2f9154bb5b8465e6b5213b10a_280)] [added: [123](#i5bd90ee272e04fdf9e7b2ecc82df4050_280)] | | |

| [PART [removed: IV](#i1e7f85c2f9154bb5b8465e6b5213b10a_283)] [added: IV](#i5bd90ee272e04fdf9e7b2ecc82df4050_283)] | | | | | | | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i1e7f85c2f9154bb5b8465e6b5213b10a_286)] [added: Schedules](#i5bd90ee272e04fdf9e7b2ecc82df4050_286)] | | | [removed: [126](#i1e7f85c2f9154bb5b8465e6b5213b10a_286)] [added: [124](#i5bd90ee272e04fdf9e7b2ecc82df4050_286)] | | |

| CBOB | | | Conventional [removed: Blending] [added: Gasoline Blendstock] for Oxygenate Blending | | |

| OSHA | | | [removed: U. S.] [added: U.S.] Occupational Safety and Health Administration | | |

- [removed: ESG goals] [added: environmental, social] and [removed: targets,] [added: governance, which we refer to as “ESG”, plans and goals,] including those related to [removed: GHG emissions,] [added: greenhouse gas emissions and intensity, freshwater withdraw intensity,] diversity and inclusion and ESG reporting;

- the success or timing of completion of ongoing or anticipated [removed: maintenance projects] [added: capital] or [removed: transactions;][added: maintenance projects;]

- consumer demand for refined products, natural gas, renewables and [removed: NGLs;][added: natural gas liquids, such as ethane, propane, butanes and natural gasoline, which we refer to as “NGLs”;]

- the timing, amount and form of [added: any] future capital return [removed: transactions at] [added: transactions, including dividends and share repurchases by] MPC or [removed: MPLX;] [added: distributions] and [added: unit repurchases by MPLX LP (“MPLX”); and]

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

- the potential effects of judicial or other proceedings on [removed: the] [added: our] business, financial condition, results of operations and cash flows;

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

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

- [removed: accidents] [added: industrial incidents] 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;

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

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

| [PART I](#i5bd90ee272e04fdf9e7b2ecc82df4050_16) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#i5bd90ee272e04fdf9e7b2ecc82df4050_52) | | | [29](#i5bd90ee272e04fdf9e7b2ecc82df4050_52) | | |

| [PART II](#i5bd90ee272e04fdf9e7b2ecc82df4050_73) | | | | | | | | |

| | | | [Signatures](#i5bd90ee272e04fdf9e7b2ecc82df4050_289) | | | [128](#i5bd90ee272e04fdf9e7b2ecc82df4050_289) | | |

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

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

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

- business strategies, growth opportunities and expected investments, including plans to improve commercial performance, lower costs and optimize our asset portfolio;

Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the SEC.

In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

- the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products, or renewables;

- foreign imports and exports of crude oil, refined products, natural gas and NGLs;

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

- the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframe, if at all;

- the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto;

- the imposition of windfall profit taxes or maximum margin penalties on companies operating in the energy industry in California or other jurisdictions; and

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

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

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

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

| LCM | | | Lower of cost or market | | |

| LLS | | | Louisiana Light Sweet crude oil, an oil index benchmark price | | |

| PP&E | | | Property, plant and equipment | | |

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

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

- business strategies, growth opportunities and expected investments;

- further impairments;

Risk Management and Strategy

We have processes in place designed to protect our information systems, data, assets, infrastructure and computing environments from cybersecurity threats and risks while maintaining confidentiality, integrity and availability.

These enterprise-wide processes are based upon policies, practices and standards that guide us on identifying, assessing and managing material cybersecurity risks and include, but are not limited to:

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

- placing security limits on physical and network access to our information technology (“IT”) and operating technology (“OT”) systems;

- employing internal IT and OT controls designed to detect cybersecurity threats by collecting and analyzing data in our centralized cybersecurity operations center;

- utilizing layers of defensive methodologies designed to facilitate cyber resilience, minimize attack surfaces and provide flexibility and scalability in our ability to address cybersecurity risks and threats;

- providing cybersecurity threat and awareness training to employees and contractors;

- limiting remote network access to our IT and OT network environments; and

- assessing our cybersecurity resiliency through various methods, including penetration testing, tabletop exercises with varying scenarios and participants ranging from individuals on our operations teams to executive leadership, and analyzing our corporate cybersecurity incident response plan.

We apply an enterprise risk management (“ERM”) methodology as established and led by our executive leadership team to identify, assess and manage enterprise-level risks.

Our cybersecurity risk program directly integrates and is intended to align with our governing ERM program.

We engage with external resources to contribute to and provide independent evaluation of our cybersecurity practices, including a periodical assessment of our cybersecurity program performed by a third party.

Our cybersecurity leadership and operational teams monitor cybersecurity threat intelligence and applicable cybersecurity regulatory requirements in a variety of ways, including by communicating with federal agencies, trade associations, service providers, and other miscellaneous third-party resources.

Our management team through consultation with our Senior Vice President and Chief Digital Officer (“CDO”), Vice President and Chief Information Security Officer (“CISO”) and the Audit Committee of our Board use the information gathered from these sources to inform long-term cybersecurity investments and strategies which seek to identify, protect, detect, respond and recover from cybersecurity incidents.

We manage third-party service provider cybersecurity risks through contract management, evaluation of applicable security control assessments, and third party risk assessment processes.

As of February 28, 2024, we do not believe that any past cybersecurity incidents have had, or are reasonably likely to have, a material adverse effect on the company, including our business, operations or financial condition.

However, there can be no assurance that our cybersecurity processes will prevent or mitigate cybersecurity incidents or threats and that efforts will always be successful.

It is possible that these events may occur and could have a material adverse effect on our business, operations or financial condition.

See “Business and Operational Risks--We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers” in Item 1A.

Risk Factors of this Annual Report on Form 10-K.

Governance

Our full Board of Directors oversees enterprise-level risks and has delegated to the Audit Committee of our Board oversight of risks from cybersecurity threats as informed through the ERM program.

Our CDO and CISO are standing members of the ERM committee, comprised of members of senior management, and as part of the committee, report on and evaluate cybersecurity threats and risk management efforts, as communicated to them by way of their direct reports and the larger cybersecurity team.

The CDO and CISO provides regular cybersecurity briefings to the Board of Directors and the Audit Committee as needed, with a minimum of two briefings per year.

The Audit Committee further reviews and provides input on our cybersecurity and information security strategy.

Our CISO is responsible for the cybersecurity program which is comprised of Cybersecurity GRC (Governance, Risk & Compliance), Cybersecurity Architecture, Operations & Engineering, and a Cyber Fusion Center that includes Threat Intelligence, Vulnerability Management, & Incident Response.

Our CISO has 30 years of experience in the oil and gas industry and has held various leadership and strategic roles across IT, software R&D and marketing.

Our CISO works at the direction of the CDO, who has more than 20 years of executive IT leadership experience and leads the company’s Digital and Information Technology functions that seek to provide innovative, secure, and reliable technology products and services to MPC and its customers.

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, [removed: 2022.][added: 2023.]

| Garyville, Louisiana | | | | | | [removed: 596] [added: 597] | | |

| Galveston Bay, Texas City, Texas | | | | | | [removed: 593] [added: 631] | | |

| Subtotal Gulf Coast region | | | | | | [removed: 1,189] [added: 1,228] | | |

| Catlettsburg, Kentucky | | | | | | [removed: 291] [added: 300] | | |

| Salt Lake City, Utah | | | | | | [removed: 66] [added: 68] | | |

| Subtotal Mid-Continent region | | | | | | [removed: 1,159] [added: 1,170] | | |

| Los Angeles, California | | | | | | [removed: 363] [added: 365] | | |

| Subtotal West Coast region | | | | | | [removed: 550] [added: 552] | | |

The [removed: full] [added: design] capacity of the Martinez [removed: facility] [added: facility, a renewable diesel facility,] is [removed: expected] [added: up] to [removed: be approximately] 730 million gallons per year.

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels under the Marathon, ARCO, Shell, Mobil, Tesoro and other brands, as of December 31, [removed: 2022.][added: 2023.]

| Alaska | | | | | | [removed: 54] [added: 48] | | |

| Arizona | | | | | | [removed: 79] [added: 78] | | |

| Louisiana | | | | | | [removed: 57] [added: 62] | | |

| Maryland | | | | | | [removed: 60] [added: 61] | | |

| Nevada | | | | | | [removed: 19] [added: 18] | | |

| New Mexico | | | | | | [removed: 38] [added: 40] | | |

| New York | | | | | | [removed: 62] [added: 74] | | |

| North Carolina | | | | | | [removed: 208] [added: 220] | | |

| North Dakota | | | | | | [removed: 119] [added: 120] | | |

| Pennsylvania | | | | | | [removed: 85] [added: 83] | | |

| South Carolina | | | | | | [removed: 102] [added: 104] | | |

| South Dakota | | | | | | [removed: 33] [added: 32] | | |

| Texas | | | | | | [removed: 11] [added: 12] | | |

| Washington | | | | | | [removed: 95] [added: 106] | | |

| West Virginia | | | | | | [removed: 109] [added: 113] | | |

| Wisconsin | | | | | | [removed: 58] [added: 52] | | |

| Wyoming | | | | | | [removed: 5] [added: 4] | | |

The following table sets forth the number of direct dealer locations by state as of December 31, [removed: 2022.][added: 2023.]

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

| Nevada | | | | | | [removed: 68] [added: 93] | | |

The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, [removed: 2022.][added: 2023.]

| New York | | | | | | 1 | | | | | | [removed: 352] [added: 334] | | |

| Subtotal light products terminals | | | | | | 2 | | | | | | [removed: 583] [added: 565] | | |

| Total owned and operated terminals | | | | | | 18 | | | | | | [removed: 5,137] [added: 5,119] | | |

The following table sets forth certain information relating to MPLX’s crude oil and refined products pipeline systems and storage assets as of December 31, [removed: 2022.][added: 2023.]

| Total crude oil pipeline systems(a)(b) | | | | | | | | | 2" - 42" | | | | | | [removed: 5,135] [added: 5,159] | | | | | | Various | | |

| Total refined products pipeline systems(a)(b)(c) | | | | | | | | | 4" - 36" | | | | | | [removed: 3,732] [added: 3,788] | | | | | | Various | | |

| Barge Docks *(mbpd)* | | | | | | | | | | | | | | | | | | | | | [removed: 4,834] [added: 4,859] | | |

| Total | | | | | | 2,950 | | |

The Dickinson facility is included within the Mid-Continent region and the Martinez facility is included within the West Coast region.

| Alabama | | | | | | 400 | | |

| California | | | | | | 111 | | |

| Florida | | | | | | 622 | | |

| Georgia | | | | | | 414 | | |

| Idaho | | | | | | 106 | | |

| Illinois | | | | | | 165 | | |

| Indiana | | | | | | 654 | | |

| Kentucky | | | | | | 492 | | |

| Mexico | | | | | | 269 | | |

| Michigan | | | | | | 720 | | |

| Minnesota | | | | | | 297 | | |

| Mississippi | | | | | | 133 | | |

| Missouri | | | | | | 4 | | |

| New Jersey | | | | | | 4 | | |

| Ohio | | | | | | 841 | | |

| Tennessee | | | | | | 385 | | |

| Virginia | | | | | | 199 | | |

| Total | | | | | | 7,217 | | |

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

| California | | | | | | 952 | | |

| Total | | | | | | 1,114 | | |

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

| Caverns | | | | | | | | | | | | | | | | | | | | | 3,632 | | |

(b) The investment in W2W Holdings LLC includes MPLX’s 15 percent indirect interest in a joint venture that has partial ownership of the Wink to Webster pipeline system.

(c) Whistler Pipeline LLC also owns a 50 percent interest in a joint venture owning primarily natural gas storage facilities.

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

| Alaska | | | | | | 3 | | | | | | 1,540 | | |

| California | | | | | | 8 | | | | | | 3,484 | | |

| Indiana | | | | | | 7 | | | | | | 3,770 | | |

| Louisiana | | | | | | 2 | | | | | | 5,469 | | |

| New Mexico | | | | | | 2 | | | | | | 470 | | |

| Ohio | | | | | | 12 | | | | | | 3,144 | | |

| Arizona | | | | | | 3 | | | | | | 556 | | |

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

(c) Includes volumes processed at third-party facilities in the Bakken.

(b) MPLX operates a condensate stabilization facility with a capacity of 23 mbpd and 77 thousand barrels of condensate storage that is owned by a joint venture in which it has a 62 percent ownership interest.

Actual NGL throughput at this facility was 13 mbpd for the year ended December 31, 2023.

[Table of Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)

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

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

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

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

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

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

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

| Idaho | | | | | | 105 | | |

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

| Indiana | | | | | | 640 | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| Alaska | | | | | | 3 | | | | | | 1,573 | | |

| California | | | | | | 8 | | | | | | 3,483 | | |

| Indiana | | | | | | 7 | | | | | | 3,812 | | |

| Louisiana | | | | | | 2 | | | | | | 5,404 | | |

| Ohio | | | | | | 12 | | | | | | 3,200 | | |

| Arizona | | | | | | 3 | | | | | | 554 | | |

| Total | | | | | | 9,385 | | | | | | 5,684 | | | | | | 62 | | % |

(b) This region does not include MPLX’s operated joint venture, Rendezvous Gas Services, L.L.C. (“RGS”), which has a gathering capacity of 1,032 MMcf/d; this system supports other systems which are included in the Rockies region and that throughput is presented in the Rockies gathering throughput above.

The third party volumes gathered for RGS during the year ended December 31, 2022 were 110 MMcf/d.

| Marcellus Operations | | | | | | 4” - 20” | | | | | | 442 | | | | | | Various | | |

(a) Includes 38 miles of inactive pipeline.

| Total | | | | | | | | | | | | | | | 1,793 | | | | | | | | | | | | | | |

As of December 31, 2022, we had a partial ownership interest in the following crude oil terminal.

| Terminal | | | | | | Ownership Interest | | | | | | Tank Storage Capacity (*million barrels*) | | |

| South Texas Gateway Terminal LLC | | | | | | 25% | | | | | | 8.6 | | |

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February [removed: 16, 2023,] [added: 23, 2024,] there were [removed: 26,034] [added: approximately 24,695] registered holders of our common stock.

The following table sets forth a summary of our purchases during the quarter ended December 31, [removed: 2022,] [added: 2023,] of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

| Period | | | | | | Total Number of Shares [removed: Purchased(a)] [added: Purchased] | | | | | | Average Price Paid per [removed: Share(b)] [added: Share(a)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs(c)(d)] [added: Programs(b)(c)] | | |

[removed: (b)Amounts] [added: (a)Amounts] in this column reflect the weighted average price paid for shares repurchased under our share repurchase [removed: authorizations and for shares tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.][added: authorizations.]

The weighted average price includes [added: any] commissions paid to brokers during the [removed: quarter.][added: relevant period.]

[removed: (c)On February 2, 2022,] [added: On October 25, 2023,] we announced that our board of directors had approved an additional [removed: $5] [added: $5.0] billion share repurchase [removed: authorization, which was exhausted during the fourth quarter of 2022.][added: authorization.]

[removed: On August] [added: (b)On May] 2, [removed: 2022,] [added: 2023,] we announced that our board of directors had approved [removed: an additional $5] [added: a $5.0] billion share repurchase authorization.

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

| 10/01/2023-10/31/2023 | | | | | | 7,137,029 | | | | | | $ | 147.26 | | | | | 7,137,029 | | | | | | $ | 8,266 | |

| 11/01/2023-11/30/2023 | | | | | | 5,033,178 | | | | | | 149.18 | | | | | | 5,033,178 | | | | | | 7,515 | | |

| 12/01/2023-12/31/2023 | | | | | | 4,991,731 | | | | | | 146.42 | | | | | | 4,991,731 | | | | | | 6,784 | | |

| Total | | | | | | 17,161,938 | | | | | | 147.58 | | | | | | 17,161,938 | | | | | | | | |

(c)The maximum dollar value remaining has been reduced by the payment of any commissions paid to brokers during the relevant period.

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

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

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

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

(a)The amounts in this column include 1,941, 52 and 0 shares of our common stock delivered by employees to MPC, upon vesting of restricted stock, to satisfy tax withholding requirements in October, November and December, respectively.

On January 31, 2023, we announced that our board of directors had approved an additional $5 billion share repurchase authorization, which authorization is not reflected in this column.

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

| [Management’s Responsibilities for Financial [removed: Statements](#i1e7f85c2f9154bb5b8465e6b5213b10a_136)] [added: Statements](#i5bd90ee272e04fdf9e7b2ecc82df4050_136)] | | | | | | [removed: [69](#i1e7f85c2f9154bb5b8465e6b5213b10a_136)] [added: [70](#i5bd90ee272e04fdf9e7b2ecc82df4050_136)] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i1e7f85c2f9154bb5b8465e6b5213b10a_139)] [added: Reporting](#i5bd90ee272e04fdf9e7b2ecc82df4050_139)] | | | | | | [removed: [69](#i1e7f85c2f9154bb5b8465e6b5213b10a_139)] [added: [70](#i5bd90ee272e04fdf9e7b2ecc82df4050_139)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i1e7f85c2f9154bb5b8465e6b5213b10a_142)] [added: Firm](#i5bd90ee272e04fdf9e7b2ecc82df4050_142)] | | | (PCAOB ID 238) | | | [removed: [70](#i1e7f85c2f9154bb5b8465e6b5213b10a_142)] [added: [71](#i5bd90ee272e04fdf9e7b2ecc82df4050_142)] | | |

| [Consolidated Statements of [removed: Income](#i1e7f85c2f9154bb5b8465e6b5213b10a_148)] [added: Income](#i5bd90ee272e04fdf9e7b2ecc82df4050_148)] | | | | | | [removed: [72](#i1e7f85c2f9154bb5b8465e6b5213b10a_148)] [added: [73](#i5bd90ee272e04fdf9e7b2ecc82df4050_148)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i1e7f85c2f9154bb5b8465e6b5213b10a_151)] [added: Income](#i5bd90ee272e04fdf9e7b2ecc82df4050_151)] | | | | | | [removed: [73](#i1e7f85c2f9154bb5b8465e6b5213b10a_151)] [added: [74](#i5bd90ee272e04fdf9e7b2ecc82df4050_151)] | | |

| [Consolidated Balance [removed: Sheets](#i1e7f85c2f9154bb5b8465e6b5213b10a_154)] [added: Sheets](#i5bd90ee272e04fdf9e7b2ecc82df4050_154)] | | | | | | [removed: [74](#i1e7f85c2f9154bb5b8465e6b5213b10a_154)] [added: [75](#i5bd90ee272e04fdf9e7b2ecc82df4050_154)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1e7f85c2f9154bb5b8465e6b5213b10a_157)] [added: Flows](#i5bd90ee272e04fdf9e7b2ecc82df4050_157)] | | | | | | [removed: [75](#i1e7f85c2f9154bb5b8465e6b5213b10a_157)] [added: [76](#i5bd90ee272e04fdf9e7b2ecc82df4050_157)] | | |

| [Consolidated Statements of Equity and Redeemable Noncontrolling [removed: Interest](#i1e7f85c2f9154bb5b8465e6b5213b10a_160)] [added: Interest](#i5bd90ee272e04fdf9e7b2ecc82df4050_160)] | | | | | | [removed: [77](#i1e7f85c2f9154bb5b8465e6b5213b10a_160)] [added: [78](#i5bd90ee272e04fdf9e7b2ecc82df4050_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1e7f85c2f9154bb5b8465e6b5213b10a_163)] [added: Statements](#i5bd90ee272e04fdf9e7b2ecc82df4050_163)] | | | | | | [removed: [78](#i1e7f85c2f9154bb5b8465e6b5213b10a_163)] [added: [79](#i5bd90ee272e04fdf9e7b2ecc82df4050_163)] | | |

[Table of [removed: Contents](#i1e7f85c2f9154bb5b8465e6b5213b10a_7)][added: Contents](#i5bd90ee272e04fdf9e7b2ecc82df4050_7)]

| *Michael J. Hennigan [removed: President and] Chief Executive Officer* | | | | | | [removed: *Maryann T. Mannen] [added: *John J. Quaid] Executive Vice President and Chief Financial Officer* | | | | | | [removed: *C. Kristopher Hagedorn Senior Vice President and Controller*] | | |

Based on the results of this evaluation, MPC’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of MPC’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

| *Michael J. Hennigan [removed: President and] Chief Executive Officer* | | | | | | [removed: *Maryann T. Mannen] [added: *John J. Quaid] Executive Vice President and Chief Financial Officer* | | | | | | [added: *Erin M. Brzezinski Vice President and Controller*] | | |

We have audited the accompanying consolidated balance sheets of Marathon Petroleum Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or [removed: complex judgments.]

As described in Note [removed: 18] [added: 17] to the consolidated financial statements and as disclosed by management, the Company’s consolidated goodwill balance was $8.2 billion as of December 31, [removed: 2022,] [added: 2023,] which includes, within the Midstream segment, the goodwill associated with MPLX’s Crude Gathering reporting unit of $1.1 billion.

Significant assumptions that were used to estimate the reporting unit’s fair value under the discounted cash flow method included management’s best estimates of the discount rate, as well as estimates of future cash flows, which are impacted primarily by producer customers’ development plans, which impact [added: the reporting unit’s] future volumes and capital requirements.

| *(In millions, except per share data)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales and other operating revenues | | | $ | [removed: 177,453] [added: 148,379] | | | | | $ | [removed: 119,983] [added: 177,453] | | | | | $ | [removed: 69,779] [added: 119,983] | |

| Income [removed: (loss)] from equity method [removed: investments(a)] [added: investments] | | | [removed: 655] [added: 742] | | | | | | [removed: 458] [added: 655] | | | | | | [removed: (935)] [added: 458] | | |

| Net gain on disposal of assets | | | [removed: 1,061] [added: 217] | | | | | | [removed: 21] [added: 1,061] | | | | | | [removed: 70] [added: 21] | | |

| Other income | | | [removed: 783] [added: 969] | | | | | | [removed: 468] [added: 783] | | | | | | [removed: 118] [added: 468] | | |

| Total revenues and other income | | | [removed: 179,952] [added: 150,307] | | | | | | [removed: 120,930] [added: 179,952] | | | | | | [removed: 69,032] [added: 120,930] | | |

| Cost of revenues (excludes items below) | | | [removed: 151,671] [added: 128,566] | | | | | | [removed: 110,008] [added: 151,671] | | | | | | [removed: 65,733] [added: 110,008] | | |

| Depreciation and amortization | | | [removed: 3,215] [added: 3,307] | | | | | | [removed: 3,364] [added: 3,215] | | | | | | [removed: 3,375] [added: 3,364] | | |

| Selling, general and administrative expenses | | | [removed: 2,772] [added: 3,039] | | | | | | [removed: 2,537] [added: 2,772] | | | | | | [removed: 2,710] [added: 2,537] | | |

| Other taxes | | | [removed: 825] [added: 881] | | | | | | [removed: 721] [added: 825] | | | | | | [removed: 668] [added: 721] | | |

| Total costs and expenses | | | [removed: 158,483] [added: 135,793] | | | | | | [removed: 116,630] [added: 158,483] | | | | | | [removed: 81,279] [added: 116,630] | | |

| Income [removed: (loss)] from continuing operations | | | [removed: 21,469] [added: 14,514] | | | | | | [removed: 4,300] [added: 21,469] | | | | | | [removed: (12,247)] [added: 4,300] | | |

| Net interest and other financial costs | | | [removed: 1,000] [added: 525] | | | | | | [removed: 1,483] [added: 1,000] | | | | | | [removed: 1,365] [added: 1,483] | | |

| Income [removed: (loss)] from continuing operations before income taxes | | | [removed: 20,469] [added: 13,989] | | | | | | [removed: 2,817] [added: 20,469] | | | | | | [removed: (13,612)] [added: 2,817] | | |

| Provision [removed: (benefit)] for income taxes on continuing operations | | | [removed: 4,491] [added: 2,817] | | | | | | [removed: 264] [added: 4,491] | | | | | | [removed: (2,430)] [added: 264] | | |

| Income [removed: (loss)] from continuing operations, net of tax | | | [removed: 15,978] [added: 11,172] | | | | | | [removed: 2,553] [added: 15,978] | | | | | | [removed: (11,182)] [added: 2,553] | | |

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

| Net [removed: income (loss)] [added: income] | | | [removed: 16,050] [added: 11,172] | | | | | | [removed: 11,001] [added: 16,050] | | | | | | [removed: (9,977)] [added: 11,001] | | |

| Less net income [removed: (loss)] attributable to: | | | | | | | | | | | | | | | | | |

Unless otherwise stated or the context otherwise indicates, all references in this Annual Report on Form 10-K to “MPC,” “us,” “our,” “we” or the “Company” mean Marathon Petroleum Corporation and its consolidated subsidiaries.

| /s/ Michael J. Hennigan | | | | | | /s/ John J. Quaid | | | | | | /s/ Erin M. Brzezinski | | |

| /s/ Michael J. Hennigan | | | | | | /s/ John J. Quaid | | | | | | | | |

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complex judgments.

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| Redeemable noncontrolling interest | | | 94 | | | | | | 88 | | | | | | 100 | | |

| Noncontrolling interests | | | 1,397 | | | | | | 1,446 | | | | | | 1,163 | | |

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| Redemption of noncontrolling interests - preferred units | | | (600) | | | | | | — | | | | | | — | | |

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| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,681 | | | | | | — | | | | | | 1,397 | | | | | | 11,078 | | | | | | | | | 94 | | |

| Shares repurchased | | | — | | | | | | — | | | | | | (89) | | | | | | (11,661) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,661) | | | | | | | | | — | | |

| Balance as of December 31, 2023 | | | 993 | | | | | | $ | 10 | | | | | (625) | | | | | | $ | (43,502) | | | | | $ | 33,465 | | | | | $ | 34,562 | | | | | $ | (131) | | | | | $ | 6,100 | | | | | $ | 30,504 | | | | | | | | $ | 895 | |

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has significant risks and rewards of ownership of the product.

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The fair value of performance awards granted to our employees is determined using a Monte Carlo valuation model, which is updated quarterly, with appropriate mark-to-market adjustments made.

Awards expected to vest are estimated using the historical data of our own employees.

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During 2023, we adopted ASU 2021-08, *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*.

The adoption of this accounting standard update did not have a material impact on our financial statements.

Not Yet Adopted

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued an ASU to update income tax disclosure requirements to provide consistent categories and greater disaggregation of information in the rate reconciliation and to disaggregate income taxes paid by jurisdiction.

This ASU is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis, but retrospective application is permitted.

We are currently evaluating the impact this ASU will have on our disclosures.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued an ASU to update reportable segment disclosure requirements primarily by requiring enhanced disclosures about significant segment expenses.

This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

| /s/ Michael J. Hennigan | | | | | | /s/ Maryann T. Mannen | | | | | | /s/ C. Kristopher Hagedorn | | |

| /s/ Michael J. Hennigan | | | | | | /s/ Maryann T. Mannen | | | | | | | | |

February 23, 2023

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

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

| Costs and expenses: | | | | | | | | | | | | | | | | | |

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

| Restructuring expenses | | | — | | | | | | — | | | | | | 367 | | |

(a) 2020 includes impairment expense.

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

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

| Balance as of December 31, 2019 | | | 978 | | | | | | $ | 10 | | | | | (329) | | | | | | $ | (15,143) | | | | | $ | 33,157 | | | | | $ | 15,990 | | | | | $ | (320) | | | | | $ | 8,445 | | | | | $ | 42,139 | | | | | | | | $ | 968 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,826) | | | | | | — | | | | | | (232) | | | | | | (10,058) | | | | | | | | | 81 | | |

In accordance with ASC 205, *Discontinued Operations*, intersegment sales from our Refining & Marketing segment to Speedway are no longer eliminated as intercompany transactions and are now presented within sales and other operating revenues, since we continue to supply fuel to Speedway subsequent to the sale to 7-Eleven.

All periods presented have been retrospectively adjusted through the sale date of May 14, 2021 to reflect this change.

Additionally, from August 2, 2020 through May 14, 2021, in accordance with ASC 360, *Property, Plant, and Equipment*, we ceased recording depreciation and amortization for Speedway’s PP&E, finite-lived intangible assets and right of use lease assets.

| ASU | | | | | | | | | Effective Date | | |

| 2021-10 | | | *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance* | | | | | | January 1, 2022 | | |

| | | | | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commercial paper | | | | | | Level 2 | | | | | | $ | 4,905 | | | | | $ | — | | | | | $ | (1) | | | | | $ | 4,904 | | | | | $ | 868 | | | | | $ | 4,036 | |

| Cash | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,612 | | | | | | 3,612 | | | | | | — | | |

| Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 10,839 | | | | | $ | 5,291 | | | | | $ | 5,548 | |

Unrealized losses on debt investments held from May 14, 2021, which coincides with the sale of Speedway, to December 31, 2022 were not material.

Results of operations for Speedway are reflected through the close of the sale.

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

| Revenues, other income and net gain on disposal of assets: | | | | | | | | | | | | | | | | | |

| Net gain on disposal of assets | | | 60 | | | | | | 11,682 | | | | | | 1 | | |

| Total revenues, other income and net gain on disposal of assets | | | 60 | | | | | | 20,102 | | | | | | 19,920 | | |

| Cost of revenues (excludes items below) | | | — | | | | | | 7,654 | | | | | | 17,573 | | |

| Selling, general and administrative expenses | | | — | | | | | | 121 | | | | | | 323 | | |

| Other taxes | | | — | | | | | | 75 | | | | | | 193 | | |

| Total costs and expenses | | | — | | | | | | 7,853 | | | | | | 18,333 | | |

| Income from operations | | | 60 | | | | | | 12,249 | | | | | | 1,587 | | |

| Income before income taxes | | | 60 | | | | | | 12,243 | | | | | | 1,567 | | |

| Provision (benefit) for income taxes | | | (12) | | | | | | 3,795 | | | | | | 362 | | |

Redemption of Business from MPLX

On July 31, 2020, Western Refining Southwest, Inc. (now known as Western Refining Southwest LLC) (“WRSW”), a wholly owned subsidiary of MPC, entered into a Redemption Agreement (the “Redemption Agreement”) with MPLX, pursuant to which

MPLX transferred to WRSW all of the outstanding membership interests in Western Refining Wholesale, LLC, (“WRW”) in exchange for the redemption of MPLX common units held by WRSW.

The transaction effected the transfer to MPC of the Western wholesale distribution business that MPLX acquired as a result of its acquisition of Andeavor Logistics LP (“ANDX”).

Beginning in the third quarter of 2020, the results of these operations are presented in MPC’s Refining & Marketing segment.

Based upon that evaluation, the chief executive officer and chief financial officer concluded that the design and operation of these disclosure controls and procedures were effective as of December 31, [removed: 2022,] [added: 2023,] the end of the period covered by this Annual Report on Form 10-K.

During the quarter ended December 31, [removed: 2022,] [added: 2023,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of MPC adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

None

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Election of Directors” in our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders, to be filed with the SEC within 120 days of December 31, [removed: 2022] [added: 2023] (the “Proxy Statement”).

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

Information required by this Item is incorporated by reference to “Executive Compensation,” “Executive Compensation—Executive Compensation Tables” [added: (excluding the information under the subheading “Pay Versus Performance”)] and “Corporate Governance—Director Compensation” in our Proxy Statement.

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The following table provides information as of December 31, [removed: 2022] [added: 2023] with respect to shares of our common stock that may be issued under the MPC 2021 Plan, the MPC 2012 [removed: Plan, the MPC 2011] Plan and the [removed: Andeavor Plans:][added: MPC 2011 Plan:]

1) [removed: 2,489,234] [added: 1,044,011] stock options granted pursuant to the MPC 2012 Plan and not forfeited, cancelled or expired as of December 31, [removed: 2022.][added: 2023; and]

2) [removed: 2,020,472] [added: 1,440,759] restricted stock units granted pursuant to the MPC 2021 Plan, the MPC 2012 Plan and the MPC 2011 Plan for shares unissued and not forfeited, cancelled or expired as of December 31, [removed: 2022.][added: 2023.]

All granting authority under the MPC 2012 Plan was revoked following the approval of the MPC 2021 Plan by shareholders on April 28, [removed: 2021, all granting authority under the MPC 2011 Plan was revoked following the approval of the MPC 2012 Plan by shareholders on April 25, 2012, and all granting power under the Andeavor Plans was revoked at the time of the Andeavor Merger.][added: 2021.]

Shares [removed: related to] [added: that] (i) [added: relate to] grants made pursuant to the MPC 2012 Plan that are forfeited, cancelled or expire unexercised [removed: become immediately available for issuance under the MPC 2021 Plan] [added: or] (ii) [removed: shares] [added: are] withheld [removed: for] [added: or tendered to satisfy] taxes related to vestings [added: of restricted stock units] under the MPC 2012 [removed: Plan] [added: Plan, in each case,] become immediately available for issuance under the MPC 2021 Plan.