Marathon Petroleum (MPC) 10-K risk factor changes: FY2024 vs FY2023

We have in the past been adversely affected by certain of, and may in the future be affected by, these [removed: risks.][added: risks.*]

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

Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for [removed: petroleum-based] [added: liquid] transportation fuels.

Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new [removed: petroleum-fueled] [added: internal combustion engine] vehicles may decrease the demand and may increase the cost for our transportation fuels.

[removed: Consistent with this order,] EPA and NHTSA have promulgated separate rules setting more stringent requirements for [removed: reductions through model year 2026.][added: vehicles.]

NHTSA’s [removed: amended] [added: current] CAFE standards increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 and ten percent annually for model year 2026.

EPA’s [removed: revised] model year 2023-2026 CO2 emission [removed: standards, which were finalized in December 2021,] [added: standards] result in average fuel economy of 40 mpg in model year 2026.

Technological breakthroughs relating to renewable fuels or other fuel alternatives such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for [removed: petroleum-based] [added: liquid] transportation fuels.

Together, these trends and developments have had and are expected to continue to have an adverse effect on sales of our [removed: petroleum-based] [added: liquid] transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

For assets located near populated areas, the level of damage resulting from [removed: such an incident] [added: these incidents] could be greater.

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

[added: We rely on such systems to process, transmit] and [added: store electronic information, including financial records and regulated personal 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 information systems (and those of our third-party business partners and service 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, [removed: and] phishing and social engineering schemes, supply chain attacks, and advanced artificial intelligence [removed: cyberattacks,] [added: attacks,] which can compromise our ability to [removed: operate,] [added: operate] and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.

Because the techniques used to obtain unauthorized access, or to disable or degrade [removed: systems] [added: systems,] continuously evolve and [added: some] have become increasingly complex and sophisticated, and can remain undetected for a period of time despite efforts to detect and respond in a timely manner, we (and our third-party business partners and service providers) are subject to the risk of [removed: cyberattacks.][added: cyberattacks and cybersecurity incidents.]

We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events [added: and incidents] of varying degrees.

To date, the impacts of prior events [added: and incidents] have not had a material adverse effect on us.

Cybersecurity [removed: events] [added: incidents] involving our information technology systems or those of our third-party business partners and service providers can result in theft, destruction, loss, misappropriation or release of confidential financial data, regulated [removed: personally identifiable information,] [added: personal data,] intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory [removed: review] [added: review, investigations,] or scrutiny; reduce our customers’ willingness to do business with us; disrupt our operations and the services we provide to customers; and subject us to litigation and legal liability under international, U.S. federal and state laws.

The availability and cost of renewable identification numbers [added: and credits related to low carbon fuel programs and incentives] could have an adverse effect on our financial condition and results of operations.

[removed: Pursuant to the Energy Policy Act of 2005 and the EISA,] Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.

[removed: RINs prices] [added: Prices] are dependent upon a variety of factors, including [removed: EPA] [added: EPA, LCFS, and other] regulations, [added: reduction of] the [added: benefits, the] availability of RINs [added: or credits] for purchase, [added: any of the products we produce are deemed not to qualify for compliance,] and levels of transportation fuels produced, which can vary significantly from quarter to quarter.

[removed: Continuing] [added: Such] 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, [added: results of operations and cash flows.]

Reductions [added: or changes] in exploration or production activity in MPLX’s areas of operations could lead to reduced throughput on its pipelines and utilization rates of its facilities.

[removed: Decreases] [added: Fluctuations] in energy prices can [removed: lead to decreases in] [added: negatively affect] drilling activity, production rates and investments by third parties in the development of new oil and natural gas reserves.

The prices for oil, natural gas and NGLs depend upon factors beyond our control, including global and local demand, production levels, changes in interstate pipeline gas quality specifications, imports and exports, seasonality and weather conditions, [added: alternative energy sources such as wind, solar and other renewable energy technologies,] economic and political conditions domestically and internationally and governmental regulations.

Sustained periods of low prices [removed: can] [added: could] result in producers deciding to limit their oil and gas drilling operations, which [removed: can] [added: could] substantially delay the production and delivery of volumes of oil, natural gas and NGLs to MPLX’s facilities and adversely affect their revenues and cash available for distribution to us.

This impact may also be exacerbated [removed: due to the extent of] [added: in circumstances where] MPLX’s [removed: commodity-based contracts,] [added: compensation for services is commodity-based,] which are more directly impacted by changes in natural gas and NGL prices than its fee-based contracts due to frac spread exposure and may result in operating losses when natural gas becomes more expensive on a Btu equivalent basis than NGL products.

In addition, the purchase and resale of natural gas and NGLs in the ordinary course exposes [removed: our Midstream operations] [added: MPLX] to [added: significant risk of] volatility in natural gas or NGL prices due to the potential difference in [added: price at] the time of the purchases and [removed: sales and the potential difference in] [added: then] the [removed: price associated with each transaction, and direct exposure may also occur naturally as a result of production processes.][added: subsequent sales.]

[removed: Also, the] [added: The] significant volatility in natural gas, NGL and [added: crude] oil prices could adversely impact MPLX’s unit price, thereby increasing its distribution yield and cost of capital.

In addition, the deterioration of trade relationships, modification or termination of existing trade agreements, imposition of [removed: new] economic sanctions against Russia or other countries and the effects of potential responsive countermeasures, or increased taxes, border adjustments or tariffs can make international business operations more costly, which can have a material adverse effect on our business, financial condition, results of operations and cash flows.

Actual or alleged violations of these laws could disrupt our business and cause us to incur significant legal [removed: expenses,] [added: expenses] and could result in a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

At December 31, [removed: 2023,] [added: 2024,] our total debt obligations for borrowed money and finance lease obligations were [removed: $27.62] [added: $27.80] billion, including [removed: $20.71] [added: $21.21] billion of obligations of MPLX and its subsidiaries.

As of December 31, [removed: 2023,] [added: 2024,] our balance sheet reflected $8.2 billion and $1.8 billion of goodwill and other intangible assets, respectively.

We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental [removed: or] [added: and] other laws or regulations.

We have incurred and may in the future incur liability for personal injury, property damage, natural resource damage or clean-up costs due to alleged contamination and/or exposure to chemicals such as benzene and [removed: MTBE.][added: methyl tert-butyl ether (“MTBE”).]

[added: There is also] increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto.

For example, California and Washington have enacted cap-and-trade [removed: programs.][added: programs and low carbon fuel standards.]

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

Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s [removed: proposed] [added: currently stayed] disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.

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

For example, in 2015, the [removed: U.S. Department of Transportation] [added: DOT] issued new standards and regulations applicable to crude-by-rail transportation (Enhanced Tank Car Standards and Operational Controls for High-Hazard Flammable Trains).

- tariffs on goods, including crude oil and other feedstocks, imported into the United States;

In early 2025, the new U.S. presidential administration announced broad-based tariffs on goods imported from certain countries where we purchase feedstocks, including a ten percent tariff on energy resources such as crude oil, natural gas and NGLs imported from Canada.

Some of these tariffs have been stayed for brief periods of at least 30 days.

If the provisions of those tariffs are maintained as proposed, we would expect added market volatility, with the longer term impacts to our refining and marketing margin uncertain.

In addition, retaliatory tariffs imposed by other countries or other potential government actions, would likely result in further adverse impacts.

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

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

EPA’s standards would require a significant increase in electric vehicle production to meet the standards.

In addition, California and several states have adopted regulations that require increased sales of electric vehicles.

California, in particular, has passed several regulations mandating electric vehicles.

These regulations include Advanced Clean Cars (“ACC”)

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I, ACC II, and Advanced Clean Trucks.

California has received Clean Air Act waivers from U.S. EPA to implement these programs.

Cybersecurity threat actors also may attempt to exploit vulnerabilities in software, including software commonly used by companies in cloud-based services and bundled software.

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Increasing regulatory focus on and expanding laws related to data privacy issues could expose us to increased liability, subject us to lawsuits, investigations, reputational harm and increase costs and restrictions on our operations that could significantly and adversely affect our business.

Along with our own data and information collected in the normal course of our business, we collect, use, transfer and retain certain data that is subject to specific laws and regulations.

The transfer and use of this data both domestically and across international borders is becoming increasingly complex.

This data is subject to governmental regulation at international, federal, state and local levels in many areas of our business, including data privacy and security laws such as the European Union (“EU”) and United Kingdom (“UK”) versions of the General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”).

To date, comprehensive state privacy laws have been proposed or passed in more than twenty U.S. states.

We also operate in other jurisdictions (such as Mexico, Peru and Singapore) that have issued, or are considering the issuance of, data privacy laws and regulations.

Additionally, the U.S. Federal Trade Commission and multiple state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data as well as requiring disclosures regarding such practices.

Existing and potential future data privacy laws pose increasingly complex compliance, monitoring and control obligations and could potentially elevate our costs and risk exposure.

As the implementation, interpretation, and enforcement of such laws continue to progress and evolve, there may also be developments that amplify such costs and risk exposure.

Any failure by us to comply with these laws and regulations, including as a result of a cybersecurity incident or privacy breach, could expose us to significant penalties and liabilities, including individual claims or consumer class actions, commercial litigation, administrative, and investigations or actions, regulatory intervention and sanctions or fines.

As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks.

Recent and continuously evolving technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks.

Our introduction of these technologies into our processes may result in new or expanded risks and liabilities.

Such risks and liabilities include enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.

The utilization of AI could also result in loss of intellectual property and subject us to heightened risks related to intellectual property infringement or misappropriation.

The use of AI can lead to unintended consequences, including generating content that is inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and expose us to risks related to inaccuracies or errors in the output of such technologies.

Additionally, states, including California, have adopted or are considering adopting LCFS programs, which include the generation and purchase of LCFS credits for compliance.

We are exposed to the volatility in the market price of RINs, LCFS credits, and other credits for low carbon fuels and we cannot predict the future prices of RINs, LCFS, or other credits.

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For example, in 2024, our Tampa Terminal and other logistics assets were adversely affected by hurricanes.

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Additionally, changes to the federal government’s policies and operations could lead to increased regulatory uncertainty and volatility, which may impact our business, financial condition and results of operations.

You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.*

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.

Other jurisdictions have issued or considered issuing similar mandates, and we expect this trend will continue.

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,

A RIN is assigned to each gallon of renewable fuel produced in, or imported into, the United States.

We are exposed to the volatility in the market price of RINs.

We cannot predict the future prices of RINs.

Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies.

results of operations and cash flows.

For example, in 2021, our Galveston Bay refinery was adversely affected by Winter Storm Uri and our Garyville refinery was adversely affected by Hurricane Ida.

Future environmental laws and regulations may impact our current business plans and reduce demand for our products and services.

There is also

International climate change-related efforts, such as the 2015 United Nations Conference on Climate Change, which led to the creation of the Paris Agreement, may impact the regulatory framework of states whose policies directly influence our present and future operations.

In the United States, an Executive Order issued on 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 lands and reduce methane 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 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.

A higher social cost of greenhouse gases could support more stringent GHG emission regulation.

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

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.

shares to non-U.S. citizens due to the limitations on ownership by non-U.S. citizens.

In June 2023, the [removed: provisions of] California legislature adopted [removed: SBx 1-2 became effective,] [added: and implemented certain provisions of Senate Bill No.2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”),] which authorizes the CEC to establish a “maximum gross gasoline refining margin” with respect to refining activities in California, as well as establish [removed: fees] [added: penalties] for refiners for exceeding the yet to be issued margin cap.

We will evaluate the impact that [removed: SBx1-2] [added: SB X1-2] and [added: AB X2-1 and] any associated forthcoming CEC regulations may have on our current or anticipated future operations in California and results of operations when [removed: SBx 1-2 is] [added: SB X1-2 or AB X2-1 are] fully implemented.

We are committed to [removed: positioning] [added: leveraging] our [removed: assets] [added: value chain] so that we are a leader in operational, financial, and sustainability [removed: performance and are evaluating the strength and fit of assets in our portfolio.][added: performance.]

Our goal is [added: to improve value chain optimization with a more integrated and advanced approach to decision making so] that each individual asset generates free-cash-flow back to the business and contributes to shareholder returns.

[removed: Improve Commercial] [added: Commercial] Performance

We are focused on leveraging [added: the complexity of our facilities by selecting] advantaged raw [removed: material selection,] [added: materials,] new approaches in the commercial space to be more dynamic amidst changing market conditions and achieving [removed: technology] [added: technological] improvements to advance our commercial performance.

Commitment to [added: Safety, Reliability and] Sustainability

On [removed: October 25, 2023, MPC] [added: November 5, 2024, we] announced that our board of directors approved [removed: an additional] [added: a] $5.0 billion share repurchase authorization [added: that is] in addition to the $5.0 billion share [removed: authorizations] [added: repurchase authorization] announced on [removed: January 31, 2023 and May 2, 2023.][added: April 30, 2024.]

As of December 31, [removed: 2023,] [added: 2024,] MPC had [removed: $6.78] [added: $7.75] billion remaining under its share repurchase authorizations.

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

The [added: share repurchase] authorizations have no expiration date.

[removed: Other][added: | Other income | | | | | | | | | — | | | | | | (1) | | | | | | (8) | | |]

Select results for continuing operations for [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are reflected in the following table.

| [removed: *(Millions] [added: *(millions] of dollars)* | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Segment adjusted EBITDA for reportable segments | | | | | | | | | | | | [removed: | | |]

| Midstream | | | [removed: | | | 6,171] [added: 6,544] | | | | | | [removed: 5,772] [added: 6,171] | | |

| Total reportable segments | | | [removed: | | |] $ | [removed: 19,722] [added: 12,097] | | | | | $ | [removed: 25,033] [added: 19,812] | |

| Reconciliation of segment adjusted EBITDA for reportable segments to income from continuing operations before income taxes | | | | | | | | | | | | [removed: | | |]

| Total reportable segments | | | [removed: | | |] $ | [removed: 19,722] [added: 12,097] | | | | | $ | [removed: 25,033] [added: 19,812] | |

| Corporate | | | [removed: | | | (737)] [added: (774)] | | | | | | [removed: (698)] [added: (737)] | | |

| Refining [added: & Renewable Diesel] planned turnaround costs | | | [removed: | | | (1,201)] [added: (1,404)] | | | | | | [removed: (1,122)] [added: (1,201)] | | |

| Garyville incident response costs | | | [removed: | | | (16)] [added: —] | | | | | | [removed: —] [added: (16)] | | |

| LIFO inventory (charge) credit | | | [removed: | | | (145)] [added: 161] | | | | | | [removed: 148] [added: (145)] | | |

| Gain on sale of [removed: assets(a)] [added: assets] | | | | | | [added: $ | 151 | | | | | $ |] 198 | | | | | [added: $] | 1,058 | | [removed: |]

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

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

| Depreciation and amortization | | | | | | [removed: (3,307)] [added: 3,337] | | | | | | [removed: (3,215)] [added: 3,307] | | | [added: | | | 30 | | | | | | 3,215 | | | | | | 92 | | |]

| Net interest and other financial costs | | | [removed: | | | (525)] [added: (839)] | | | | | | [removed: (1,000)] [added: (525)] | | |

| Income from continuing operations before income taxes | | | [removed: | | |] $ | [removed: 13,989] [added: 5,957] | | | | | [removed: 20,469] [added: $] | [added: 13,989] | |

[removed: (a)2023] [added: 2023] includes the $92 million gain associated with the remeasurement of MPLX’s existing equity investment in Torñado arising from the acquisition of the remaining 40 percent interest and the $106 million gain on the sale of our interest in South Texas Gateway.

Financial Statements and Supplementary Data [removed: -] [added: –] Notes [removed: 15] [added: 24, 26] and [removed: 27.][added: 22, respectively.]

| Net [removed: income] [added: Income attributable to MPC] per diluted share | | | [removed: | | | 2023] [added: $] | [added: 10.08] | | | | | [removed: 2022] [added: $] | [added: 23.63] | |

| [removed: Discontinued] [added: Operating activities - discontinued] operations | | | | | | — | | | | | | [removed: 0.14] [added: —] | | | [added: | | | 42 | | |]

Net income attributable to MPC decreased $4.84 [removed: billion, or $4.49 per diluted share,] [added: billion] in 2023 compared to 2022 primarily due to lower Refining & Marketing margins and net gain on the disposal of assets.

Financial Statements and Supplementary Data – Note 5 for additional information on [removed: discontinued operations.][added: MPLX.]

Refer to the Results of Operations section for a discussion of financial results by segment for the three years ended December 31, [removed: 2023.][added: 2024.]

We received limited partner distributions of [removed: $2.06] [added: $2.27] billion and [removed: $1.87] [added: $2.06] billion from MPLX during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

We owned approximately 647 million MPLX common units at December 31, [removed: 2023] [added: 2024] with a market value of [removed: $23.77] [added: $30.99] billion based on the December [removed: 29, 2023] [added: 31, 2024] closing unit price of [removed: $36.72.][added: $47.86.]

On January [removed: 24, 2024,] [added: 22, 2025,] MPLX declared a quarterly cash distribution of [removed: $0.8500] [added: $0.9565] per common unit, which was paid February 14, [removed: 2024.][added: 2025.]

As a result, MPLX made distributions totaling [removed: $853] [added: $972] million to its common unitholders.

The global macro environment continues to deliver refined product demand growth.

In 2024, we saw steady year-over-year demand for gasoline and diesel and growing demand for jet fuel.

Longer term, demand growth is expected to exceed the net supply impact from limited capacity additions through the end of the decade and announced and expected refinery rationalizations.

We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.

In October 2024, California’s governor signed Assembly Bill No.1 (such statute, together with any regulations contemplated or issued thereunder, “AB X2-1”), into law, authorizing the CEC to require that petroleum refiners maintain a minimum inventory of transportation fuels as well as require petroleum refiners to plan for resupply during scheduled maintenance.

We remain steadfast in our commitment to safely and reliably operate our assets and protect the health and safety of our employees.

We are focused on sustainable structural changes to improve our cost competitiveness while maintaining safe and reliable operations.

Operational Excellence

Integrated Value Chain Optimization

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Midstream Growth Transactions

On July 31, 2024, MPLX exercised its right of first offer under the BANGL, LLC joint venture agreement to purchase an additional 20 percent ownership interest in BANGL, LLC for $210 million cash, increasing total ownership interest to 45 percent.

BANGL is a natural gas liquids pipeline system connecting the Delaware and Midland basins to the fractionation market in the Gulf Coast and export markets.

On May 29, 2024, MPLX and its joint venture partner contributed their respective membership interest in Whistler Pipeline, LLC to a newly formed joint venture, WPC Parent, LLC and issued a 19 percent voting interest in WPC Parent, LLC to an affiliate of Enbridge Inc. in exchange for the contribution of cash and the Rio Bravo Pipeline project (collectively, the “Whistler Joint Venture Transaction”).

The combined platform connects Permian supply to incremental LNG export markets and supports the development of additional pipeline projects.

As a result of the transaction, MPLX’s voting interest in the joint venture was reduced from 37.5 percent to 30.4 percent.

MPLX recognized a gain of $151 million at closing and received a cash distribution of $134 million, recorded as a return of capital, related to the dilution of the ownership interest.

On March 22, 2024, MPLX used $625 million of cash to purchase additional ownership interest in existing joint ventures and gathering assets, which will enhance MPLX’s position in the Utica basin.

Prior to the acquisition, MPLX owned an indirect interest in Ohio Gathering Company, L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company, L.L.C. (“OCC”) and now owns a combined 73 percent interest in OGC and a 100 percent interest in OCC, and a dry gas gathering system in the Utica basin.

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In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities historically reported in the Refining & Marketing segment.

Prior period segment information has been recast for comparability.

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

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

| Refining & Marketing | | | $ | 5,703 | | | | | $ | 13,705 | |

| Renewable Diesel | | | (150) | | | | | | (64) | | |

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

| Renewable Diesel JV planned turnaround costs(a) | | | (9) | | | | | | (25) | | |

| Renewable Diesel JV depreciation and amortization(a) | | | (89) | | | | | | (65) | | |

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

(a) Represents MPC’s pro-rata share of expenses from joint ventures included within the Renewable Diesel segment.

(b) 2024 includes the gain from the Whistler Joint Venture Transaction.

Net income attributable to MPC decreased $6.24 billion, or $13.55 per diluted share, in 2024 compared to 2023 primarily due to lower Refining & Marketing margins partially offset by a decreased provision for income taxes.

During the year ended December 31, 2024, MPLX repurchased approximately 8 million MPLX common units at an average cost per unit of $43.04 and paid $326 million of cash.

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At December 31, 2024, market values for refined products exceed

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their cost basis and, therefore, there is no lower of cost or market inventory valuation reserve at the end of the year.

Renewable Diesel

Our Renewable Diesel segment processes renewable feedstocks into renewable diesel, markets and distributes renewable diesel and includes joint ventures that produce soybean oil and renewable diesel.

For the year ended December 31, 2023, our results were impacted by market prices and seasonal market fluctuations; however, the demand environment in which our business operates remains strong.

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

We are unable to predict the potential effects that the continuance or escalation of these military conflicts, and related sanctions or market disruptions on shipping and energy costs, may have on our financial position and results.

It remains uncertain how long these conditions may last or how severe they may become.

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.

Strengthen Competitive Position of Assets

This includes exploring joint venture opportunities and strategic alliances within the renewable fuels value chain.

Continued Capital Discipline and Focus on Low-Cost Culture

Additionally, MPLX is progressing towards meeting its 2025 and 2030 methane intensity reduction goals, as well as its biodiversity target, by applying sustainable landscapes to its compatible right of ways.

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.

Martinez Renewables Joint Venture

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.

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.

We are exposed to market risks related to the volatility of crude oil and refined [removed: product] [added: petroleum products, ethanol, renewable feedstock, renewable products, NGLs, and natural gas] prices.

As of December 31, [removed: 2023,] [added: 2024,] we did not have any financial derivative instruments to hedge the risks related to interest rate [added: or foreign currency exchange 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: 18] [added: 17] and [removed: 19] [added: 18] 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.

We use derivative instruments related to the acquisition of [removed: foreign-sourced] crude oil and ethanol blended with refined petroleum products to hedge price risk associated with market volatility between the time we purchase the product and when we use it in the refinery production process or it is blended.

The majority of these derivatives are exchange-traded contracts, but we [added: may] also enter into over-the-counter swaps, options and over-the-counter options.

The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

| *(Millions of dollars)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Realized gain (loss) on settled derivative positions | | | | | | $ | [removed: 8] [added: (94)] | | | | | $ | [removed: (93)] [added: 8] | |

| Unrealized gain (loss) on open net derivative positions | | | | | | [removed: (14)] [added: 3] | | | | | | [removed: 35] [added: (14)] | | |

| Net loss | | | | | | $ | [removed: (6)] [added: (91)] | | | | | $ | [removed: (58)] [added: (6)] | |

Financial Statements and Supplementary Data – Note [removed: 19] [added: 18] for additional information on our open derivative positions at December 31, [removed: 2023.][added: 2024.]

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: 2023] [added: 2024] is provided in the following table.

| Crude | | | | | | $ | [removed: (19)] [added: 22] | | | | | $ | [removed: (47)] [added: 54] | | | | | $ | [removed: 19] [added: (22)] | | | | | $ | [removed: 47] [added: (54)] | |

| Refined products | | | | | | [removed: (1)] [added: (29)] | | | | | | [removed: (1)] [added: (72)] | | | | | | [removed: 1] [added: 29] | | | | | | [removed: 1] [added: 72] | | |

| Blending products | | | | | | [removed: (3)] [added: (2)] | | | | | | [removed: (7)] [added: (5)] | | | | | | [removed: 3] [added: 2] | | | | | | [removed: 7] [added: 5] | | |

| Soybean oil | | | | | | [removed: (12)] [added: (8)] | | | | | | [removed: (29)] [added: (19)] | | | | | | [removed: 12] [added: 8] | | | | | | [removed: 29] [added: 19] | | |

Changes to the portfolio after December 31, [removed: 2023] [added: 2024] would cause future IFO effects to differ from those presented above.

Financial Statements and Supplementary Data – Note [removed: 20] [added: 19] 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: 2023] [added: 2024] is provided in the following table.

| *(Millions of dollars)* | | | | | | Fair Value(a) | | | | | | Change in Fair Value(b) | | | | | | Change in Net Income for the Year ended December 31, [removed: 2023(c)] [added: 2024(c)] | | |

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

[removed: (a)Fair] [added: (a) Fair] value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.

[removed: (b)Assumes] [added: (b) Assumes] a 100-basis point decrease in the weighted average yield-to-maturity at December 31, [removed: 2023.][added: 2024.]

[removed: (c)Assumes] [added: (c) Assumes] a 100-basis-point change in interest rates.

The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, [removed: 2023.][added: 2024.]

Financial Statements and Supplementary Data – Note [removed: 18] [added: 17] 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: 2023.][added: 2024.]

Our credit exposure related to commodity derivative instruments is represented by the fair value of contracts with a net positive fair [removed: value at the reporting date.]

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Renewable Diesel

MPC is exposed to commodity price risk related to the acquisition of renewable feedstocks and the sale of renewable diesel.

To manage these risks, we employ hedging strategies in accordance with our objectives and company policies.

We are subject to price volatility mainly in agricultural commodities markets in relation to renewable feedstock used in the production of renewable diesel.

To mitigate this risk, we use futures contracts traded on commodity exchanges as hedging instruments.

We are also exposed to market volatility between the time the renewable product is produced and when it is sold.

We employ hedging strategies with exchange traded instruments in commodity markets to minimize the impact of price volatility during this time.

While these hedging activities are intended to reduce price volatility, they do not completely eliminate commodity price risk.

We continually monitor commodity price exposures and adjust our hedging as necessary to align with market conditions, regulatory requirements, internal price risk management policies, and overall business objectives.

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| As of December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed-rate | | | | | | $ | 25,133 | | | | | $ | 1,885 | | | | | n/a | | |

We are exposed to exchange rate fluctuations related to our foreign operations in Canada and Mexico.

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value at the reporting date.

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

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

We are impacted by foreign exchange rate fluctuations related to some of our purchases of crude oil denominated in Canadian dollars and some of our sales of finished products denominated in Mexican pesos.

[removed: In addition, our] [added: Our] integrated midstream energy asset network links producers of natural gas and NGLs from some of the largest supply basins in the United States to domestic and international markets.

Our operations consist of [removed: two] [added: three] reportable operating segments: Refining & [removed: Marketing] [added: Marketing, Midstream] and [removed: Midstream.][added: Renewable Diesel.]

- Refining & Marketing – refines crude oil and other [removed: feedstocks, including renewable feedstocks,] [added: feedstocks] at our refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined [removed: products, including renewable diesel,] [added: products] through transportation, storage, distribution and marketing services provided largely by our Midstream segment.

As of December 31, [removed: 2023,] [added: 2024,] we owned the general partner of MPLX and approximately [removed: 65] [added: 64] percent of the outstanding MPLX common units.

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: 2,950] [added: 2,963] mbpcd.

During 2023, our refineries processed 2,677 mbpd of crude oil and [removed: 237] [added: 226] mbpd of other charge and blendstocks.

During [removed: 2022,] [added: 2024,] our refineries processed [removed: 2,761] [added: 2,714] mbpd of crude oil and [removed: 190] [added: 208] mbpd of other charge and blendstocks.

We produce numerous refined products, ranging from transportation fuels, such as reformulated gasolines, blend-grade gasolines intended for blending with ethanol and ULSD fuel, to heavy fuel oil [added: and asphalt.]

Gulf Coast Region [removed: (1,228] [added: (1,237] mbpcd)

Approximately [removed: 49] [added: 47] percent of the power generated in [removed: 2023] [added: 2024] was used at the refinery, with the remaining electricity being sold into the electricity grid.

Garyville, Louisiana Refinery [removed: (597] [added: (606] mbpcd)

Mid-Continent Region [removed: (1,170] [added: (1,174] mbpcd)

Detroit, Michigan Refinery [removed: (140] [added: (144] mbpcd)

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

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

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

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

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

| (*mbpd*) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| [removed: Gasoline(a)] [added: Gasoline] | | | | | | [removed: 1,526] [added: 1,490] | | | | | | [removed: 1,494] [added: 1,526] | | | | | | [removed: 1,446] [added: 1,494] | | |

| Propane | | | | | | [removed: 66] [added: 67] | | | | | | [removed: 70] [added: 66] | | | | | | [removed: 52] [added: 70] | | |

| NGLs and [removed: petrochemicals(a)] [added: petrochemicals] | | | | | | [removed: 182] [added: 192] | | | | | | [removed: 178] [added: 182] | | | | | | [removed: 250] [added: 178] | | |

| Heavy fuel oil | | | | | | [removed: 52] [added: 59] | | | | | | [removed: 73] [added: 52] | | | | | | [removed: 31] [added: 73] | | |

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

| (*mbpd*) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| United States | | | | | | [removed: 1,782] [added: 1,840] | | | | | | [removed: 1,895] [added: 1,782] | | | | | | [removed: 1,890] [added: 1,895] | | |

| Canada | | | | | | [removed: 597] [added: 604] | | | | | | [removed: 539] [added: 597] | | | | | | [removed: 445] [added: 539] | | |

| Other international | | | | | | [removed: 298] [added: 270] | | | | | | [removed: 327] [added: 298] | | | | | | [removed: 286] [added: 327] | | |

| Total | | | | | | [removed: 2,677] [added: 2,714] | | | | | | [removed: 2,761] [added: 2,677] | | | | | | [removed: 2,621] [added: 2,761] | | |

The Martinez [removed: Renewable Fuels] [added: renewable diesel] joint venture (the “Martinez Renewables joint [removed: venture”), included within the West Coast region,] [added: venture”)] is a partnership structured as a 50/50 joint venture with Neste Corporation to [removed: convert the Martinez facility from refining petroleum to][added: refine renewable feedstocks into renewable diesel.]

The Martinez Renewables facility, which has [removed: a design] [added: the] capacity [removed: of] [added: to produce] 730 million gallons per year including pretreatment capabilities, [removed: began ramping up production of renewable diesel] [added: reached full capacity] in [removed: 2023.][added: late 2024.]

The Dickinson, North [removed: Dakota, renewable fuels facility, within the Mid-Continent region,] [added: Dakota renewables facility] has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases.

[removed: The joint venture, which is named] [added: We formed the] Green Bison Soy Processing, LLC (“Green Bison Soy [removed: Processing”), owns and operates a soybean processing complex in Spiritwood, North Dakota,] [added: Processing”) joint venture] with [added: Archer-Daniels-Midland Company (“ADM”) with] ADM owning 75 percent of the joint venture and MPC owning 25 percent.

[removed: The Spiritwood complex, which began operations] [added: Green Bison Soy Processing’s complex] in [removed: November 2023, is expected] [added: Spiritwood, North Dakota sources and processes local soybeans and supplies the resulting soybean oil exclusively] to [added: MPC and has capacity to] produce approximately 600 million pounds of refined soybean oil annually, enough feedstock for approximately 75 million gallons of renewable diesel per year.

[removed: In 2023, we acquired] [added: We hold] 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.

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 7,217] [added: 7,738] brand jobber outlets in 39 states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets.

We also have long-term supply contracts for [removed: 1,114] [added: 1,161] direct dealer locations primarily in Southern California, largely under the ARCO® brand.

| (*mbpd*) | | | [removed: 2023(a)] [added: 2024(a)] | | | | | | [removed: 2022(a)] [added: 2023(a)] | | | | | | [removed: 2021(a)] [added: 2022(a)] | | |

| [removed: Gasoline(b)] [added: Gasoline] | | | [removed: 1,933] [added: 1,922] | | | | | | [removed: 1,870] [added: 1,933] | | | | | | [removed: 1,834] [added: 1,870] | | |

| Asphalt | | | 82 | | | | | | [removed: 89] [added: 82] | | | | | | [removed: 94] [added: 89] | | |

In addition, we are one of the largest producers and marketers of renewable diesel in the United States.

In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities and assets historically reported in the Refining & Marketing segment.

Prior period segment information has been recast for comparability.

- Renewable Diesel – processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable diesel through our Midstream segment and third parties.

We sell renewable diesel to wholesale marketing customers, to buyers on the spot market and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® brand.

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| Distillates | | | | | | 1,070 | | | | | | 1,037 | | | | | | 1,068 | | |

| Total | | | | | | 2,959 | | | | | | 2,943 | | | | | | 2,972 | | |

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| Distillates | | | 1,187 | | | | | | 1,128 | | | | | | 1,160 | | |

| NGLs and petrochemicals | | | 231 | | | | | | 220 | | | | | | 220 | | |

| Total | | | 3,585 | | | | | | 3,510 | | | | | | 3,498 | | |

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agricultural and fuel-blending industries.

Refining & Marketing Joint Ventures

Currently, there are four facilities in operation, with three additional facilities under construction that are expected to come online over the next 12 months.

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Renewable Diesel

Our Renewable Diesel segment includes a wholly owned facility that processes renewable feedstocks into renewable diesel and renewable joint ventures that produce renewable diesel and renewable feedstocks.

Wholly Owned Renewable Processing Facilities

We own an aggregation facility in Cincinnati, Ohio and a pre-treatment facility in Beatrice, Nebraska.

These facilities supply renewable agricultural feedstocks to our Dickinson and Martinez facilities.

Renewable Diesel Joint Ventures

Competition, Market Conditions and Seasonality

The renewable diesel business is evolving, particularly with regard to regulatory credits, access to renewable feedstock supply and the marketing of renewable products.

We compete with a number of other companies in acquiring various renewable

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feedstocks for processing and in the distribution and marketing of renewable diesel and renewable naphtha, primarily on the West Coast.

We compete in three distinct markets for the sale of renewable diesel—wholesale, spot and retail distribution.

We compete with companies in the sale of renewable diesel to wholesale marketing customers, including private-brand marketers and large commercial and industrial consumers; companies in the sale of renewable diesel on the spot market; and refiners or marketers in the supply of renewable diesel to refiner-branded independent entrepreneurs.

In addition, we compete with producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial and retail consumers.

Market conditions in the renewable diesel industry are cyclical and subject to global economic and political events and new and changing governmental regulations.

Our operating results are affected by price changes in renewable feedstocks as well as changes in competitive conditions in the markets we serve.

Price differentials between the various renewable feedstocks also affect our operating results.

Demand for renewable diesel may increase during the spring and summer months due to seasonal increases in agricultural activities.

As a result, the operating results for our renewable segment for the first and fourth quarters may be lower than for those in the second and third quarters of each calendar year.

Reductions in GHG emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install

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Congress has from time to time considered legislation to regulate GHG emissions, and it is possible that such legislation could be enacted in the future.

and asphalt.

| Distillates(a) | | | | | | 1,047 | | | | | | 1,079 | | | | | | 965 | | |

| Total | | | | | | 2,953 | | | | | | 2,983 | | | | | | 2,835 | | |

(a) Product yields include renewable production and ethanol blending.

Renewable Fuels

refining renewable feedstocks.

We formed a joint venture with Archer-Daniels-Midland Company (“ADM”) for the production of soybean oil to supply rapidly growing demand for renewable diesel fuel.

The Spiritwood facility sources and processes local soybeans and supplies the resulting soybean oil exclusively to MPC.

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

Our wholly owned subsidiary, Virent Inc. (“Virent”), operates an advanced biofuels facility in Madison, Wisconsin at which it is working to commercialize a process for converting biobased feedstocks into renewable fuels and chemicals.

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

| Distillates(b) | | | 1,144 | | | | | | 1,169 | | | | | | 1,089 | | |

| NGLs and petrochemicals(b) | | | 230 | | | | | | 221 | | | | | | 293 | | |

| Total | | | 3,536 | | | | | | 3,508 | | | | | | 3,425 | | |

(b) Sales include renewable products.

We believe the advancement of public policy intended to address GHG emissions, climate change, and climate adaptation will continue, with the potential for further regulations that could affect our operations.

Concurrent with its announcement of the final methane emission rules for the oil and natural gas sector, EPA finalized updates to its social cost of carbon, methane and nitrous oxide (collectively, “social cost of greenhouse gases” or “SC-GHG”).

The updated estimates are significantly higher than past estimates.

A higher SC-GHG could support more stringent GHG emission regulation in various rule makings from methane emissions to vehicle tailpipe emissions.

States are becoming active in regulating GHG emissions.

On October 22, 2019, EPA and the United States Army Corps of Engineers (“Army Corps”) published a final rule to repeal the 2015 “Clean Water Rule: Definition of Waters of the United States” (“2015 Rule”), which amended portions of the Code of Federal Regulations to restore the regulatory text that existed prior to the 2015 Rule, effective December 23, 2019.

The rule repealing the 2015 Rule has been challenged in multiple federal courts.

On April 21, 2020, EPA and the Army Corps promulgated the Navigable Waters Protection Rule (“2020 Rule”) to define “waters of the United States.” The 2020 Rule has been vacated by a federal court.

On January 18, 2023, EPA and the Army Corps published a final rule (“2023 Rule”) repealing the 2020 Rule defining “waters of the United States” and adopting a rule largely based upon the definition adopted in 1986 with some revisions based upon subsequent United States Supreme Court rulings, in particular *Rapanos v.

United States* (2006), which produced two different tests for determining “waters of the United States,” the relatively permanent waters and significant nexus tests.

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.

In April 2020, the U.S. District Court in Montana vacated Nationwide Permit 12 (“NWP 12”), which authorizes the placement of fill material in “waters of the United States” for utility line activities as long as certain best management practices are implemented.

The decision was ultimately appealed to the United States Supreme Court, which partially reversed the district court’s decision, temporarily reinstating NWP 12 for all projects except the Keystone XL oil pipeline.

The Army Corps subsequently reissued its nationwide permit authorizations on January 13, 2021, by dividing the NWP that authorizes utility line activities (NWP 12) into three separate NWPs that address the differences in how different utility line projects are constructed, the substances they convey, and the different standards and best management practices that help ensure those NWPs authorize only those activities that have no more than minimal adverse environmental effects.

A challenge of the 2021 authorization is currently pending before the U.S. District Court for the District of Columbia (“D.D.C.”), after being transferred from the U.S. District Court for the District of Montana in August 2022, and the plaintiffs request the court vacate and remand the 2021 authorization.

Also, a petition has been filed with the Army Corps asking it to revoke the 2021 authorization.

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.

The repeal, vacatur, revocation or modification of the 2021 authorization could impact pipeline construction and maintenance activities.

On December 5, 2022, EPA issued to states and EPA regional offices a memorandum

providing guidance for addressing PFAS discharges in wastewater and stormwater.

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

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 [removed: increased demand and worsened climate change.]

| Mayor and City Council of Baltimore, Maryland | | | | | | July 20, 2018 | | | | | | Circuit Court of Baltimore [removed: County] [added: County; The Appellate Court of Maryland] | | |

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

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

| County of Multnomah, Oregon | | | | | | June 22, 2023 | | | | | | [removed: U.S. District] [added: Circuit] Court [added: for the State] of Oregon | | |

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

The D.D.C. later vacated the [removed: easement.][added: easement going forward.]

The pipeline remains operational while the Army Corps finalizes its decision which [removed: is expected to be issued by] [added: will follow] the [removed: end] [added: issuance] of [removed: 2024.][added: the final EIS.]

If the [removed: vacation] [added: vacatur] 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.

If the [removed: vacation] [added: vacatur] of the easement 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 one percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.

As of December 31, [removed: 2023,] [added: 2024,] our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately [removed: $170] [added: $78] million.

On November 8, 2023, the [added: District] Court [added: of North Dakota] granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims.

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

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increased demand and worsened climate change.

According to public statements from Army Corps officials, the EIS is now expected to be issued in 2025.

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EPA Enforcement

On December 18, 2023, EPA Region 6 issued a Notice of Violation and Opportunity to Confer alleging violations of the National Emission Standard for Benzene Waste Operations at 40 C.F.R. Part 61, Subpart FF (“BWON”) and of the New Source Performance Standards for Volatile Organic Compounds from Petroleum Wastewater Systems at 40 C.F.R. Part 60, Subpart QQQ (“NSPS QQQ”) at our Garyville refinery.

On January 10, 2024, EPA Region 5 issued a Finding of Violation alleging violations of BWON and NSPS QQQ at our St. Paul Park refinery.

In addition, EPA has conducted a compliance inspection at our Anacortes refinery.

In February 2024, EPA published an enforcement alert noting its ongoing efforts to evaluate petroleum refineries’ compliance with BWON and NSPS QQQ.

We have begun discussions with EPA to resolve these matters.

On August 30, 2012, MPC entered into a consent decree with the EPA regarding the operation of flares at six of our refineries.

The consent decree was modified on September 15, 2016.

On December 20, 2023, MPC formally submitted a request to the EPA to terminate the consent decree.

The EPA may seek payment of stipulated penalties for violations of the consent decree as a condition of termination.

Based on negotiations with the EPA in the third quarter of 2024, we believe resolution of the stipulated penalty demands may result in the payment of $1 million or more, but do not believe any stipulated penalties will have a material impact on our consolidated results of operations, financial position or cash flows.

| County of San Mateo, California | | | | | | July 17, 2017 | | | | | | California Superior Court of San Mateo County | | |

| County of Marin, California | | | | | | July 17, 2017 | | | | | | California Superior Court of Marin County | | |

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

| County of Santa Cruz, California | | | | | | December 20, 2017 | | | | | | California Superior Court of Santa Cruz County | | |

| City of Santa Cruz, California | | | | | | December 20, 2017 | | | | | | California Superior Court of Santa Cruz County | | |

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

Martinez Refinery

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.

The NOVs were issued for alleged violations of air quality regulations at our Martinez refinery between June 2018 and May 2022.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

There were [removed: 361,358,732] [added: 312,575,833] shares of Marathon Petroleum Corporation common stock outstanding as of February [removed: 23, 2024.][added: 21, 2025.]

Portions of the registrant’s proxy statement relating to its [removed: 2024] [added: 2025] 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](#i5bd90ee272e04fdf9e7b2ecc82df4050_19)] [added: [Business](#i2d76ef0e09c34cd785d4626a5126e3d7_19)] | | | [removed: [4](#i5bd90ee272e04fdf9e7b2ecc82df4050_19)] [added: [4](#i2d76ef0e09c34cd785d4626a5126e3d7_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5bd90ee272e04fdf9e7b2ecc82df4050_46)] [added: Factors](#i2d76ef0e09c34cd785d4626a5126e3d7_49)] | | | [removed: [17](#i5bd90ee272e04fdf9e7b2ecc82df4050_46)] [added: [18](#i2d76ef0e09c34cd785d4626a5126e3d7_49)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5bd90ee272e04fdf9e7b2ecc82df4050_49)] [added: Comments](#i2d76ef0e09c34cd785d4626a5126e3d7_52)] | | | [removed: [29](#i5bd90ee272e04fdf9e7b2ecc82df4050_49)] [added: [31](#i2d76ef0e09c34cd785d4626a5126e3d7_52)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i5bd90ee272e04fdf9e7b2ecc82df4050_52)] [added: [Cybersecurity](#i2d76ef0e09c34cd785d4626a5126e3d7_55)] | | | [removed: [29](#i5bd90ee272e04fdf9e7b2ecc82df4050_52)] [added: [31](#i2d76ef0e09c34cd785d4626a5126e3d7_55)] | | |

| Item 2. | | | [removed: [Properties](#i5bd90ee272e04fdf9e7b2ecc82df4050_55)] [added: [Properties](#i2d76ef0e09c34cd785d4626a5126e3d7_58)] | | | [removed: [31](#i5bd90ee272e04fdf9e7b2ecc82df4050_55)] [added: [33](#i2d76ef0e09c34cd785d4626a5126e3d7_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5bd90ee272e04fdf9e7b2ecc82df4050_67)] [added: Proceedings](#i2d76ef0e09c34cd785d4626a5126e3d7_73)] | | | [removed: [38](#i5bd90ee272e04fdf9e7b2ecc82df4050_67)] [added: [40](#i2d76ef0e09c34cd785d4626a5126e3d7_73)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5bd90ee272e04fdf9e7b2ecc82df4050_70)] [added: Disclosures](#i2d76ef0e09c34cd785d4626a5126e3d7_76)] | | | [removed: [39](#i5bd90ee272e04fdf9e7b2ecc82df4050_70)] [added: [42](#i2d76ef0e09c34cd785d4626a5126e3d7_76)] | | |

| Item 5. | | | [removed: [Market] [added: Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5bd90ee272e04fdf9e7b2ecc82df4050_76)] [added: Securities] | | | [removed: [40](#i5bd90ee272e04fdf9e7b2ecc82df4050_549755816169)] [added: [43](#i2d76ef0e09c34cd785d4626a5126e3d7_82)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5bd90ee272e04fdf9e7b2ecc82df4050_82)] [added: Operations](#i2d76ef0e09c34cd785d4626a5126e3d7_88)] | | | [removed: [41](#i5bd90ee272e04fdf9e7b2ecc82df4050_82)] [added: [44](#i2d76ef0e09c34cd785d4626a5126e3d7_88)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i5bd90ee272e04fdf9e7b2ecc82df4050_130)] [added: Risk](#i2d76ef0e09c34cd785d4626a5126e3d7_139)] | | | [removed: [66](#i5bd90ee272e04fdf9e7b2ecc82df4050_130)] [added: [71](#i2d76ef0e09c34cd785d4626a5126e3d7_139)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5bd90ee272e04fdf9e7b2ecc82df4050_133)] [added: Data](#i2d76ef0e09c34cd785d4626a5126e3d7_142)] | | | [removed: [69](#i5bd90ee272e04fdf9e7b2ecc82df4050_133)] [added: [75](#i2d76ef0e09c34cd785d4626a5126e3d7_142)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5bd90ee272e04fdf9e7b2ecc82df4050_253)] [added: Disclosure](#i2d76ef0e09c34cd785d4626a5126e3d7_256)] | | | [removed: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_253)] [added: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_256)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5bd90ee272e04fdf9e7b2ecc82df4050_256)] [added: Procedures](#i2d76ef0e09c34cd785d4626a5126e3d7_259)] | | | [removed: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_256)] [added: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_259)] | | |

| Item 9B. | | | [Other [removed: Information](#i5bd90ee272e04fdf9e7b2ecc82df4050_259)] [added: Information](#i2d76ef0e09c34cd785d4626a5126e3d7_262)] | | | [removed: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_259)] [added: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_262)] | | |

| Item 9C. | | | [Disclosures Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5bd90ee272e04fdf9e7b2ecc82df4050_262)] [added: Inspections](#i2d76ef0e09c34cd785d4626a5126e3d7_265)] | | | [removed: [121](#i5bd90ee272e04fdf9e7b2ecc82df4050_262)] [added: [129](#i2d76ef0e09c34cd785d4626a5126e3d7_265)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5bd90ee272e04fdf9e7b2ecc82df4050_268)] [added: Governance](#i2d76ef0e09c34cd785d4626a5126e3d7_271)] | | | [removed: [122](#i5bd90ee272e04fdf9e7b2ecc82df4050_268)] [added: [130](#i2d76ef0e09c34cd785d4626a5126e3d7_271)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5bd90ee272e04fdf9e7b2ecc82df4050_271)] [added: Compensation](#i2d76ef0e09c34cd785d4626a5126e3d7_274)] | | | [removed: [122](#i5bd90ee272e04fdf9e7b2ecc82df4050_271)] [added: [130](#i2d76ef0e09c34cd785d4626a5126e3d7_274)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5bd90ee272e04fdf9e7b2ecc82df4050_274)] [added: Matters](#i2d76ef0e09c34cd785d4626a5126e3d7_277)] | | | [removed: [123](#i5bd90ee272e04fdf9e7b2ecc82df4050_274)] [added: [131](#i2d76ef0e09c34cd785d4626a5126e3d7_277)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5bd90ee272e04fdf9e7b2ecc82df4050_277)] [added: Independence](#i2d76ef0e09c34cd785d4626a5126e3d7_280)] | | | [removed: [123](#i5bd90ee272e04fdf9e7b2ecc82df4050_277)] [added: [131](#i2d76ef0e09c34cd785d4626a5126e3d7_280)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5bd90ee272e04fdf9e7b2ecc82df4050_280)] [added: Services](#i2d76ef0e09c34cd785d4626a5126e3d7_283)] | | | [removed: [123](#i5bd90ee272e04fdf9e7b2ecc82df4050_280)] [added: [131](#i2d76ef0e09c34cd785d4626a5126e3d7_283)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5bd90ee272e04fdf9e7b2ecc82df4050_286)] [added: Schedules](#i2d76ef0e09c34cd785d4626a5126e3d7_289)] | | | [removed: [124](#i5bd90ee272e04fdf9e7b2ecc82df4050_286)] [added: [132](#i2d76ef0e09c34cd785d4626a5126e3d7_289)] | | |

| barrel | | | One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid [removed: hydrocarbons.] [added: hydrocarbons] | | |

| mbpd | | | [removed: Thousand] [added: Thousands of] barrels per day | | |

| [removed: NGL] [added: NGLs] | | | Natural gas liquids, such as ethane, propane, butanes and natural gasoline | | |

Quantitative and Qualitative Disclosures about Market [removed: Risk,] [added: Risk] includes forward-looking statements that are subject to risks, contingencies or uncertainties.

You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” [added: “focus,”] “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

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

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

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

- the anticipated effects of actions of third parties such as competitors, activist investors, federal, foreign, state or local regulatory [removed: authorities,] [added: authorities] or plaintiffs in litigation.

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

- the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, [removed: renewables,] [added: renewable diesel and other renewable fuels,] NGLs and other feedstocks;

- the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based [removed: products,] [added: products] or [removed: renewables;][added: renewable diesel and other renewable fuels;]

- changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products or [removed: renewables;][added: renewable diesel and other renewable fuels;]

- changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks, refined products and [removed: renewables;][added: renewable diesel and other renewable fuels;]

- political and economic conditions in nations that consume refined products, natural gas, [removed: renewables] [added: renewable diesel] and [added: other renewable fuels and] NGLs, including the United States and Mexico, and in crude oil producing regions, including the Middle East, Russia, Africa, Canada and South America;

- acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs, refined products or [removed: renewables;][added: renewable diesel and other renewable fuels;]

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

As of June 30, 2024, the aggregate market value of common stock held by non-affiliates was approximately $59.0 billion, based on the closing price of the registrant’s common stock on the New York Stock Exchange on June 28, 2024, the last trading day of the registrant’s most recently completed second fiscal quarter.

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| [PART I](#i2d76ef0e09c34cd785d4626a5126e3d7_16) | | | | | | | | |

| [PART II](#i2d76ef0e09c34cd785d4626a5126e3d7_79) | | | | | | | | |

| [PART III](#i2d76ef0e09c34cd785d4626a5126e3d7_268) | | | | | | | | |

| [PART IV](#i2d76ef0e09c34cd785d4626a5126e3d7_286) | | | | | | | | |

| | | | [Signatures](#i2d76ef0e09c34cd785d4626a5126e3d7_292) | | | [137](#i2d76ef0e09c34cd785d4626a5126e3d7_292) | | |

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

| MPLX | | | MPLX LP | | |

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- the establishment or increase of tariffs on goods, including crude oil and other feedstocks imported into the United States, other trade protection measures or restrictions or retaliatory actions from foreign governments;

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

- the inability or failure of our joint venture partners to fund their share of operations and capital investments;

- the financing and distribution decisions of joint ventures we do not control;

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

The aggregate market value of common stock held by non-affiliates as of June 30, 2023 was approximately $47.2 billion.

This amount is based on the closing price of the registrant’s common stock on the New York Stock Exchange on June 30, 2023.

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

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

| [PART III](#i5bd90ee272e04fdf9e7b2ecc82df4050_265) | | | | | | | | |

| [PART IV](#i5bd90ee272e04fdf9e7b2ecc82df4050_283) | | | | | | | | |

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

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, [removed: integrity] [added: integrity,] and availability.

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

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

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

We engage with external resources to contribute to and provide independent evaluation of our cybersecurity practices, including a [removed: periodical] [added: periodic] assessment of our cybersecurity program [added: that is] performed by a third party.

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

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

As of February [removed: 28, 2024,] [added: 27, 2025,] we do not believe that any [added: risks from cybersecurity threats, including as a result of] past cybersecurity [removed: incidents] [added: incidents,] have had, or are reasonably likely to have, a material adverse effect on the company, including our [removed: business,] [added: business strategy, results of] operations or financial condition.

It is possible that [removed: these events] [added: cybersecurity incidents] may occur and could have a material adverse effect on our [removed: business, operations] [added: business strategy, results of operations,] or financial condition.

The CDO and CISO [removed: provides] [added: provide] regular cybersecurity briefings to the Board of Directors [removed: and] [added: including] the Audit [removed: Committee as needed,] [added: Committee,] with a minimum of two briefings per [removed: year.][added: year and additional briefings as needed.]

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

Our CISO has [added: more than] 30 years of experience in the oil and gas industry and has held various leadership and strategic roles across IT, software R&D and [removed: marketing.][added: marketing, including collectively serving as a chief information security officer for seven years at two publicly traded companies.]

The information systems, data, assets, infrastructure, and computing environments of our third-party service providers are also at risk of cybersecurity incidents.

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The CDO and CISO are responsible for managing risks from cybersecurity threats.

The Audit Committee also has direct access to the CDO and CISO and their management teams for other updates on cybersecurity and information security strategy throughout the year.

Additionally, the CDO and CISO, from time to time, meet with members of management to discuss cybersecurity risks, strategy, and threats.

Our CISO also holds an Executive Master in Cybersecurity degree, a Master of Computer Science degree, and undergraduate degrees in both computer science and mathematics.

Prior to joining MPC in 2021, our CDO was employed by GE and its subsidiary companies for over 20 years, holding several executive IT leadership roles with increasing responsibility.

He was then named Senior Vice President and Chief Information Officer of Services for parent company GE in 2017 and was later named the Vice President and Chief Information Officer of GE Healthcare.

Our CDO holds a Bachelor’s degree in Business Administration, Management and Information Systems.

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

The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, [removed: 2023.][added: 2024.]

| Garyville, Louisiana | | | | | | [removed: 597] [added: 606] | | |

| Subtotal Gulf Coast region | | | | | | [removed: 1,228] [added: 1,237] | | |

| Detroit, Michigan | | | | | | [removed: 140] [added: 144] | | |

| Subtotal Mid-Continent region | | | | | | [removed: 1,170] [added: 1,174] | | |

[removed: The] [added: Our] Dickinson, North Dakota, [removed: renewable fuels] [added: renewables] facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases.

The [removed: design capacity of the Martinez facility, a] [added: Martinez, California] renewable diesel [removed: facility, is up] [added: facility has the capacity] to [added: produce] 730 million gallons per year.

The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels [added: mainly] under the [removed: Marathon, ARCO,] [added: Marathon and ARCO brands as well as] Shell, Mobil, Tesoro and other brands, as of December 31, [removed: 2023.][added: 2024.]

| Alaska | | | | | | [removed: 48] [added: 77] | | |

| Arizona | | | | | | [removed: 78] [added: 74] | | |

| Iowa | | | | | | [removed: 4] [added: 9] | | |

| Louisiana | | | | | | [removed: 62] [added: 76] | | |

| Maryland | | | | | | [removed: 61] [added: 66] | | |

| Missouri | | | | | | [removed: 4] [added: 8] | | |

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

| New Jersey | | | | | | [removed: 4] [added: 9] | | |

| New York | | | | | | [removed: 74] [added: 68] | | |

| North Carolina | | | | | | [removed: 220] [added: 238] | | |

| Ohio | | | | | | [removed: 841] [added: 1] | | |

| Oregon | | | | | | [removed: 43] [added: 62] | | |

| Pennsylvania | | | | | | [removed: 83] [added: 84] | | |

| South Carolina | | | | | | [removed: 104] [added: 109] | | |

| South Dakota | | | | | | [removed: 32] [added: 31] | | |

| Texas | | | | | | [removed: 12] [added: 14] | | |

| West Virginia | | | | | | [removed: 113] [added: 120] | | |

| Wisconsin | | | | | | [removed: 52] [added: 57] | | |

The following table sets forth the number of direct dealer locations by state as of December 31, [removed: 2023.][added: 2024.]

| Nevada | | | | | | [removed: 93] [added: 118] | | |

The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, [removed: 2023.][added: 2024.]

| Owned and Operated Terminals | | | | | | Number of Terminals | | | | | | Tank Storage Capacity [removed: (*thousand barrels*)] [added: (*mbbls*)] | | |

| Subtotal light products terminals | | | | | | 2 | | | | | | [removed: 565] [added: 536] | | |

| Subtotal asphalt terminals | | | | | | 16 | | | | | | [removed: 4,554] [added: 4,542] | | |

| Total owned and operated terminals | | | | | | 18 | | | | | | [removed: 5,119] [added: 5,078] | | |

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: 2023.][added: 2024.]

| Total crude oil pipeline systems(a)(b) | | | | | | | | | 2" - 42" | | | | | | [removed: 5,159] [added: 5,172] | | | | | | Various | | |

| Total refined products pipeline systems(a)(b)(c) | | | | | | | | | 4" - 36" | | | | | | [removed: 3,788] [added: 3,787] | | | | | | Various | | |

| Barge Docks *(mbpd)* | | | | | | | | | | | | | | | | | | | | | [removed: 4,859] [added: 4,893] | | |

| Refining Logistics(d) | | | | | | | | | | | | | | | | | | | | | [removed: 92,719] [added: 93,017] | | |

| Tank Farms | | | | | | | | | | | | | | | | | | | | | [removed: 33,452] [added: 33,718] | | |

(b) Includes approximately [removed: 1,192] [added: 1,207] miles of inactive crude oil pipeline and [removed: 201] [added: 197] miles of inactive refined product pipeline.

| Total | | | | | | 2,963 | | |

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| Alabama | | | | | | 409 | | |

| California | | | | | | 300 | | |

| Florida | | | | | | 619 | | |

| Georgia | | | | | | 460 | | |

| Idaho | | | | | | 104 | | |

| Illinois | | | | | | 177 | | |

| Indiana | | | | | | 666 | | |

| Kentucky | | | | | | 502 | | |

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

| Michigan | | | | | | 713 | | |

| Minnesota | | | | | | 314 | | |

| Mississippi | | | | | | 146 | | |

| Ohio | | | | | | 901 | | |

| Tennessee | | | | | | 397 | | |

| Utah | | | | | | 104 | | |

| Virginia | | | | | | 227 | | |

| Washington | | | | | | 115 | | |

| Total | | | | | | 7,738 | | |

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| California | | | | | | 972 | | |

| Oregon | | | | | | 1 | | |

| Total | | | | | | 1,161 | | |

| Alaska | | | | | | 1 | | | | | | 202 | | |

| Kentucky | | | | | | 4 | | | | | | 537 | | |

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| California | | | | | | 8 | | | | | | 3,472 | | |

| Georgia | | | | | | 4 | | | | | | 952 | | |

| Idaho | | | | | | 3 | | | | | | 1,020 | | |

| Tennessee | | | | | | 4 | | | | | | 1,148 | | |

| Arizona | | | | | | 3 | | | | | | 552 | | |

| Nevada(a) | | | | | | 1 | | | | | | 274 | | |

| Texas | | | | | | 1 | | | | | | 206 | | |

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| Total | | | | | | 12,377 | | | | | | 9,663 | | | | | | 79 | | % |

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| Southwest Operations | | | | | | 3,180 | | | | | | 1,698 | | | | | | 55 | | % |

| Total | | | | | | 10,243 | | | | | | 6,579 | | | | | | 66 | | % |

| 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 | | |

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

| Utah | | | | | | 109 | | |

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

| Washington | | | | | | 106 | | |

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

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

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

| Alaska | | | | | | 1 | | | | | | 231 | | |

| Kentucky | | | | | | 4 | | | | | | 549 | | |

MPC formed the Martinez Renewables joint venture and began producing renewable diesel at the Martinez facility in 2023.

| Natural Gas and NGL Systems: | | | | | | | | | | | | | | | | | | | | |

| Whistler Pipeline LLC(c) | | | | | | 36" - 42" | | | | | | 498 | | | | | | 38 | | % |

| BANGL LLC(d) | | | | | | 12" - 24" | | | | | | 109 | | | | | | 25 | | % |

(d) BANGL LLC also owns a 42 percent interest in a 323 mile NGL pipeline.

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

| Georgia | | | | | | 4 | | | | | | 982 | | |

| Idaho | | | | | | 3 | | | | | | 999 | | |

| Tennessee | | | | | | 4 | | | | | | 1,149 | | |

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

| Nevada(a) | | | | | | 1 | | | | | | 283 | | |

| Texas | | | | | | 1 | | | | | | 197 | | |

| Total | | | | | | 12,047 | | | | | | 8,971 | | | | | | 74 | | % |

| Southwest Operations | | | | | | 2,980 | | | | | | 1,772 | | | | | | 59 | | % |

| Total | | | | | | 9,661 | | | | | | 6,257 | | | | | | 65 | | % |

(a)Represents ownership through our indirect noncontrolling 50 percent interest in Crowley Blue Water Partners.

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Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February [removed: 23, 2024,] [added: 21, 2025,] there were approximately [removed: 24,695] [added: 23,386] registered holders of our common stock.

The following table sets forth a summary of our purchases during the quarter ended December 31, [removed: 2023,] [added: 2024,] of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

[removed: (a)Amounts] [added: (a) Amounts] in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations.

[removed: (b)On May 2, 2023,] [added: (b) On April 30, 2024,] we announced that our board of directors had approved a $5.0 billion share repurchase authorization.

On [removed: October 25, 2023,] [added: November 5, 2024,] we announced that our board of directors had approved an additional $5.0 billion share [removed: repurchase] [added: repurchases] authorization.

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

| 10/1/2024-10/31/2024 | | | | | | 3,099,330 | | | | | | $ | 161.38 | | | | | 3,099,330 | | | | | | $ | 3,541 | |

| 11/1/2024-11/30/2024 | | | | | | 1,257,914 | | | | | | 157.45 | | | | | | 1,257,914 | | | | | | 8,343 | | |

| 12/1/2024-12/31/2024 | | | | | | 4,145,124 | | | | | | 142.75 | | | | | | 4,145,124 | | | | | | 7,752 | | |

| Total | | | | | | 8,502,368 | | | | | | 151.71 | | | | | | 8,502,368 | | | | | | | | |

The weighted average price does not include any excise tax on share repurchases.

The maximum dollar value remaining has not been reduced by the amount of any excise tax.

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| 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 | | | | | | | | |

| [Management’s Responsibilities for Financial [removed: Statements](#i5bd90ee272e04fdf9e7b2ecc82df4050_136)] [added: Statements](#i2d76ef0e09c34cd785d4626a5126e3d7_145)] | | | | | | [removed: [70](#i5bd90ee272e04fdf9e7b2ecc82df4050_136)] [added: [76](#i2d76ef0e09c34cd785d4626a5126e3d7_145)] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i5bd90ee272e04fdf9e7b2ecc82df4050_139)] [added: Reporting](#i2d76ef0e09c34cd785d4626a5126e3d7_148)] | | | | | | [removed: [70](#i5bd90ee272e04fdf9e7b2ecc82df4050_139)] [added: [76](#i2d76ef0e09c34cd785d4626a5126e3d7_148)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i5bd90ee272e04fdf9e7b2ecc82df4050_142)] [added: Firm](#i2d76ef0e09c34cd785d4626a5126e3d7_151)] | | | (PCAOB ID 238) | | | [removed: [71](#i5bd90ee272e04fdf9e7b2ecc82df4050_142)] [added: [77](#i2d76ef0e09c34cd785d4626a5126e3d7_151)] | | |

| [Consolidated Statements of [removed: Income](#i5bd90ee272e04fdf9e7b2ecc82df4050_148)] [added: Income](#i2d76ef0e09c34cd785d4626a5126e3d7_157)] | | | | | | [removed: [73](#i5bd90ee272e04fdf9e7b2ecc82df4050_148)] [added: [79](#i2d76ef0e09c34cd785d4626a5126e3d7_157)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5bd90ee272e04fdf9e7b2ecc82df4050_151)] [added: Income](#i2d76ef0e09c34cd785d4626a5126e3d7_160)] | | | | | | [removed: [74](#i5bd90ee272e04fdf9e7b2ecc82df4050_151)] [added: [80](#i2d76ef0e09c34cd785d4626a5126e3d7_160)] | | |

| [Consolidated Balance [removed: Sheets](#i5bd90ee272e04fdf9e7b2ecc82df4050_154)] [added: Sheets](#i2d76ef0e09c34cd785d4626a5126e3d7_163)] | | | | | | [removed: [75](#i5bd90ee272e04fdf9e7b2ecc82df4050_154)] [added: [81](#i2d76ef0e09c34cd785d4626a5126e3d7_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5bd90ee272e04fdf9e7b2ecc82df4050_157)] [added: Flows](#i2d76ef0e09c34cd785d4626a5126e3d7_166)] | | | | | | [removed: [76](#i5bd90ee272e04fdf9e7b2ecc82df4050_157)] [added: [82](#i2d76ef0e09c34cd785d4626a5126e3d7_166)] | | |

| [Consolidated Statements of Equity and Redeemable Noncontrolling [removed: Interest](#i5bd90ee272e04fdf9e7b2ecc82df4050_160)] [added: Interest](#i2d76ef0e09c34cd785d4626a5126e3d7_169)] | | | | | | [removed: [78](#i5bd90ee272e04fdf9e7b2ecc82df4050_160)] [added: [84](#i2d76ef0e09c34cd785d4626a5126e3d7_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5bd90ee272e04fdf9e7b2ecc82df4050_163)] [added: Statements](#i2d76ef0e09c34cd785d4626a5126e3d7_172)] | | | | | | [removed: [79](#i5bd90ee272e04fdf9e7b2ecc82df4050_163)] [added: [85](#i2d76ef0e09c34cd785d4626a5126e3d7_172)] | | |

| /s/ [removed: Michael J. Hennigan] [added: Maryann T. Mannen] | | | | | | /s/ John J. Quaid | | | | | | /s/ Erin M. Brzezinski | | |

| [removed: *Michael J. Hennigan] [added: *Maryann T. Mannen President and] Chief Executive Officer* | | | | | | *John J. Quaid Executive Vice President and Chief Financial Officer* | | | | | | *Erin M. Brzezinski 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: 2023.][added: 2024.]

The effectiveness of MPC’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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

We have audited the accompanying consolidated balance sheets of Marathon Petroleum Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated [removed: Framework* (2013)] [added: 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by the [removed: COSO.][added: 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 [added: complex judgments.]

As described in Note [removed: 17] [added: 16] 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: 2023,] [added: 2024,] 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 [removed: customers’] development plans, which impact the reporting unit’s future volumes and capital requirements.

Evaluating the assumption related to future volumes involved (i) considering whether the assumption used was reasonable considering past performance of the reporting unit, [removed: producer customers’] [added: producers’] historical and future production volumes, and industry outlook reports; and (ii) considering whether the assumption was consistent with evidence obtained in other areas of the audit.

| *(In millions, except per share data)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Sales and other operating revenues | | | $ | [removed: 148,379] [added: 138,864] | | | | | $ | [removed: 177,453] [added: 148,379] | | | | | $ | [removed: 119,983] [added: 177,453] | |

| Income from equity method investments | | | [removed: 742] [added: 1,048] | | | | | | [removed: 655] [added: 742] | | | | | | [removed: 458] [added: 655] | | |

| Net gain on disposal of assets | | | [removed: 217] [added: 28] | | | | | | [removed: 1,061] [added: 217] | | | | | | [removed: 21] [added: 1,061] | | |

| Other income | | | [removed: 969] [added: 472] | | | | | | [removed: 783] [added: 969] | | | | | | [removed: 468] [added: 783] | | |

| Total revenues and other income | | | [removed: 150,307] [added: 140,412] | | | | | | [removed: 179,952] [added: 150,307] | | | | | | [removed: 120,930] [added: 179,952] | | |

| Cost of revenues (excludes items below) | | | [removed: 128,566] [added: 126,240] | | | | | | [removed: 151,671] [added: 128,566] | | | | | | [removed: 110,008] [added: 151,671] | | |

| Depreciation and amortization | | | [removed: 3,307] [added: 3,337] | | | | | | [removed: 3,215] [added: 3,307] | | | | | | [removed: 3,364] [added: 3,215] | | |

| Selling, general and administrative expenses | | | [removed: 3,039] [added: 3,221] | | | | | | [removed: 2,772] [added: 3,039] | | | | | | [removed: 2,537] [added: 2,772] | | |

| Other taxes | | | [removed: 881] [added: 818] | | | | | | [removed: 825] [added: 881] | | | | | | [removed: 721] [added: 825] | | |

| Total costs and expenses | | | [removed: 135,793] [added: 133,616] | | | | | | [removed: 158,483] [added: 135,793] | | | | | | [removed: 116,630] [added: 158,483] | | |

| Income from continuing operations | | | [removed: 14,514] [added: 6,796] | | | | | | [removed: 21,469] [added: 14,514] | | | | | | [removed: 4,300] [added: 21,469] | | |

| Net interest and other financial costs | | | [removed: 525] [added: 839] | | | | | | [removed: 1,000] [added: 525] | | | | | | [removed: 1,483] [added: 1,000] | | |

| Income from continuing operations before income taxes | | | [removed: 13,989] [added: 5,957] | | | | | | [removed: 20,469] [added: 13,989] | | | | | | [removed: 2,817] [added: 20,469] | | |

| Provision for income taxes on continuing operations | | | [removed: 2,817] [added: 890] | | | | | | [removed: 4,491] [added: 2,817] | | | | | | [removed: 264] [added: 4,491] | | |

| Income from continuing operations, net of tax | | | [removed: 11,172] [added: 5,067] | | | | | | [removed: 15,978] [added: 11,172] | | | | | | [removed: 2,553] [added: 15,978] | | |

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

| Net income | | | [removed: 11,172] [added: 5,067] | | | | | | [removed: 16,050] [added: 11,172] | | | | | | [removed: 11,001] [added: 16,050] | | |

| [1. Description of Business and Basis of Presentation](#i2d76ef0e09c34cd785d4626a5126e3d7_175) | | | | | | [85](#i2d76ef0e09c34cd785d4626a5126e3d7_175) | | |

| [2. Summary of Principal Accounting Policies](#i2d76ef0e09c34cd785d4626a5126e3d7_178) | | | | | | [85](#i2d76ef0e09c34cd785d4626a5126e3d7_178) | | |

| [3. Accounting Standards and Disclosure Rules](#i2d76ef0e09c34cd785d4626a5126e3d7_181) | | | | | | [90](#i2d76ef0e09c34cd785d4626a5126e3d7_181) | | |

| [4. Short-Term Investments](#i2d76ef0e09c34cd785d4626a5126e3d7_184) | | | | | | [91](#i2d76ef0e09c34cd785d4626a5126e3d7_184) | | |

| [5. Master Limited Partnership](#i2d76ef0e09c34cd785d4626a5126e3d7_187) | | | | | | [91](#i2d76ef0e09c34cd785d4626a5126e3d7_187) | | |

| [6. Variable Interest Entities](#i2d76ef0e09c34cd785d4626a5126e3d7_190) | | | | | | [92](#i2d76ef0e09c34cd785d4626a5126e3d7_190) | | |

| [7. Related Party Transactions](#i2d76ef0e09c34cd785d4626a5126e3d7_193) | | | | | | [93](#i2d76ef0e09c34cd785d4626a5126e3d7_193) | | |

| [8. Earnings Per Share](#i2d76ef0e09c34cd785d4626a5126e3d7_196) | | | | | | [93](#i2d76ef0e09c34cd785d4626a5126e3d7_196) | | |

| [9. Equity](#i2d76ef0e09c34cd785d4626a5126e3d7_199) | | | | | | [94](#i2d76ef0e09c34cd785d4626a5126e3d7_199) | | |

| [10. Segment Information](#i2d76ef0e09c34cd785d4626a5126e3d7_202) | | | | | | [95](#i2d76ef0e09c34cd785d4626a5126e3d7_202) | | |

| [11. Net Interest and Other Financial Costs](#i2d76ef0e09c34cd785d4626a5126e3d7_205) | | | | | | [98](#i2d76ef0e09c34cd785d4626a5126e3d7_205) | | |

| [12. Income Taxes](#i2d76ef0e09c34cd785d4626a5126e3d7_208) | | | | | | [99](#i2d76ef0e09c34cd785d4626a5126e3d7_208) | | |

| [13. Inventories](#i2d76ef0e09c34cd785d4626a5126e3d7_211) | | | | | | [101](#i2d76ef0e09c34cd785d4626a5126e3d7_211) | | |

| [15. Property, Plant and Equipment (PP&E)](#i2d76ef0e09c34cd785d4626a5126e3d7_217) | | | | | | [105](#i2d76ef0e09c34cd785d4626a5126e3d7_217) | | |

| [16. Goodwill and Intangibles](#i2d76ef0e09c34cd785d4626a5126e3d7_220) | | | | | | [105](#i2d76ef0e09c34cd785d4626a5126e3d7_220) | | |

| [17. Fair Value Measurements](#i2d76ef0e09c34cd785d4626a5126e3d7_223) | | | | | | [106](#i2d76ef0e09c34cd785d4626a5126e3d7_223) | | |

| [18. Derivatives](#i2d76ef0e09c34cd785d4626a5126e3d7_226) | | | | | | [108](#i2d76ef0e09c34cd785d4626a5126e3d7_226) | | |

| [19. Debt](#i2d76ef0e09c34cd785d4626a5126e3d7_229) | | | | | | [109](#i2d76ef0e09c34cd785d4626a5126e3d7_229) | | |

| [20. Revenue](#i2d76ef0e09c34cd785d4626a5126e3d7_232) | | | | | | [113](#i2d76ef0e09c34cd785d4626a5126e3d7_232) | | |

| [21. Supplemental Cash Flow Information](#i2d76ef0e09c34cd785d4626a5126e3d7_235) | | | | | | [114](#i2d76ef0e09c34cd785d4626a5126e3d7_235) | | |

| [22. Other Current Liabilities](#i2d76ef0e09c34cd785d4626a5126e3d7_238) | | | | | | [114](#i2d76ef0e09c34cd785d4626a5126e3d7_238) | | |

| [23. Accumulated Other Comprehensive Income (Loss)](#i2d76ef0e09c34cd785d4626a5126e3d7_241) | | | | | | [115](#i2d76ef0e09c34cd785d4626a5126e3d7_241) | | |

| [24. Pension and Other Postretirement Benefits](#i2d76ef0e09c34cd785d4626a5126e3d7_244) | | | | | | [115](#i2d76ef0e09c34cd785d4626a5126e3d7_244) | | |

| [25. Share-Based Compensation](#i2d76ef0e09c34cd785d4626a5126e3d7_247) | | | | | | [121](#i2d76ef0e09c34cd785d4626a5126e3d7_247) | | |

| [26. Leases](#i2d76ef0e09c34cd785d4626a5126e3d7_250) | | | | | | [123](#i2d76ef0e09c34cd785d4626a5126e3d7_250) | | |

| [27. Commitments and Contingencies](#i2d76ef0e09c34cd785d4626a5126e3d7_253) | | | | | | [126](#i2d76ef0e09c34cd785d4626a5126e3d7_253) | | |

| [28. Subsequent Event](#i2d76ef0e09c34cd785d4626a5126e3d7_2310) | | | | | | [128](#i2d76ef0e09c34cd785d4626a5126e3d7_2310) | | |

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

| /s/ Maryann T. Mannen | | | | | | /s/ John J. Quaid | | | | | | | | |

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

| Current receivables | | | 1,117 | | | | | | 2,109 | | | | | | (2,858) | | |

| Current liabilities and other current assets | | | (438) | | | | | | (1,318) | | | | | | 1,972 | | |

[T](#i2d76ef0e09c34cd785d4626a5126e3d7_7)[able](#i2d76ef0e09c34cd785d4626a5126e3d7_7) [of Contents](#i2d76ef0e09c34cd785d4626a5126e3d7_7)

| Cash, cash equivalents and restricted cash at beginning of period(a) | | | 5,446 | | | | | | 8,631 | | | | | | 5,294 | | |

| Cash, cash equivalents and restricted cash at end of period(a) | | | $ | 3,211 | | | | | $ | 5,446 | | | | | $ | 8,631 | |

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

complex judgments.

February 28, 2024

| Changes in income tax receivable | | | 135 | | | | | | (555) | | | | | | 2,089 | | |

| Current receivables | | | 1,972 | | | | | | (2,315) | | | | | | (5,299) | | |

| Current accounts payable and accrued liabilities | | | (1,316) | | | | | | 1,909 | | | | | | 6,260 | | |

| Cash provided by investing activities - discontinued operations | | | — | | | | | | — | | | | | | 21,314 | | |

| Net cash provided by (used in) investing activities | | | (3,095) | | | | | | 623 | | | | | | 14,797 | | |

| Commercial paper – issued | | | — | | | | | | — | | | | | | 7,414 | | |

| – repayments | | | — | | | | | | — | | | | | | (8,437) | | |

| Continuing operations - beginning of year | | | 8,631 | | | | | | 5,294 | | | | | | 416 | | |

| Discontinued operations - beginning of year | | | — | | | | | | — | | | | | | 140 | | |

| Less: Discontinued operations - end of year | | | — | | | | | | — | | | | | | — | | |

| Continuing operations - end of year | | | $ | 5,446 | | | | | $ | 8,631 | | | | | $ | 5,294 | |

| Balance as of December 31, 2020 | | | 980 | | | | | | $ | 10 | | | | | (329) | | | | | | $ | (15,157) | | | | | $ | 33,208 | | | | | $ | 4,650 | | | | | $ | (512) | | | | | $ | 7,053 | | | | | $ | 29,252 | | | | | | | | $ | 968 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,738 | | | | | | — | | | | | | 1,163 | | | | | | 10,901 | | | | | | | | | 100 | | |

| Equity transactions of MPLX | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (93) | | | | | | — | | | | | | — | | | | | | (461) | | | | | | (554) | | | | | | | | | (3) | | |

In addition, we separately disclosed the operating and investing cash flows of Speedway as discontinued operations within our consolidated statements of cash flow.

See Note 5 for discontinued operations disclosures.

has significant risks and rewards of ownership of the product.

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.

Early adoption is permitted.

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

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

The components of investments were as follows:

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

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

| *(Millions of dollars)* | | | | | | Fair Value Level | | | | | | Amortized Cost | | | | | | Unrealized Gains | | | | | | Unrealized Losses | | | | | | Fair Value | | | | | | Cash and Cash Equivalents | | | | | | Short-term Investments | | |

| Available-for-sale debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Commercial paper | | | | | | Level 2 | | | | | | $ | 3,074 | | | | | $ | — | | | | | $ | (1) | | | | | $ | 3,073 | | | | | $ | 1,106 | | | | | $ | 1,967 | |

| Certificates of deposit and time deposits | | | | | | Level 2 | | | | | | 2,093 | | | | | | — | | | | | | — | | | | | | 2,093 | | | | | | 1,500 | | | | | | 593 | | |

| U.S. government securities | | | | | | Level 1 | | | | | | 1,071 | | | | | | — | | | | | | — | | | | | | 1,071 | | | | | | 498 | | | | | | 573 | | |

| Corporate notes and bonds | | | | | | Level 2 | | | | | | 66 | | | | | | — | | | | | | — | | | | | | 66 | | | | | | 54 | | | | | | 12 | | |

| Total available-for-sale debt securities | | | | | | | | | | | | $ | 6,304 | | | | | $ | — | | | | | $ | (1) | | | | | $ | 6,303 | | | | | $ | 3,158 | | | | | $ | 3,145 | |

| Cash | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,467 | | | | | | 5,467 | | | | | | — | | |

| Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 11,770 | | | | | $ | 8,625 | | | | | $ | 3,145 | |

All of our available-for-sale debt securities held as of December 31, 2023 mature within one year or less or are readily available for use.

On May 14, 2021, we completed the sale of Speedway, our company-owned and operated retail transportation fuel and convenience store business, to 7-Eleven for cash proceeds of approximately $21.38 billion.

After-tax proceeds were approximately $17.22 billion.