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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35054

Marathon Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware27-1284632
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

539 South Main Street, Findlay, Ohio 45840-3229

(Address of principal executive offices) (Zip code)

(419) 422-2121

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01MPCNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 307,213,828 shares of Marathon Petroleum Corporation common stock outstanding as of April 30, 2025.

Table of Contents

Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements:
Consolidated Statements of Income (Unaudited)3
Consolidated Statements of Comprehensive Income (Unaudited)4
Consolidated Balance Sheets (Unaudited)5
Consolidated Statements of Cash Flows (Unaudited)6
Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)7
Notes to Consolidated Financial Statements (Unaudited)8
1. Description of Business and Basis of Presentation8
2. Accounting Standards and Disclosure Rules8
3. Master Limited Partnership9
4. Acquisitions and Other Transactions10
5. Variable Interest Entities10
6. Related Party Transactions11
7. Earnings (Loss) Per Share12
8. Equity12
9. Segment Information13
10. Net Interest and Other Financial Costs16
11. Income Taxes16
12. Inventories16
13. Property, Plant and Equipment (PP&E)17
14. Fair Value Measurements17
15. Derivatives18
16. Debt19
17. Revenue20
18. Supplemental Cash Flow Information21
19. Other Current Liabilities21
20. Accumulated Other Comprehensive Income (Loss)22
21. Pension and Other Postretirement Benefits22
22. Commitments and Contingencies23
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3.Quantitative and Qualitative Disclosures about Market Risk45
Item 4.Controls and Procedures46
PART II - OTHER INFORMATION
Item 1.Legal Proceedings47
Item 1A.Risk Factors47
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds47
Item 5.Other Information47
Item 6.Exhibits48
Signatures49

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

Glossary of Terms

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

ANSAlaska North Slope crude oil, an oil index benchmark price
ASUAccounting Standards Update
barrelOne stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to crude oil or other liquid hydrocarbons
CARBCalifornia Air Resources Board
CARBOBCalifornia Reformulated Gasoline Blendstock for Oxygenate Blending
CBOBConventional Gasoline Blendstock for Oxygenate Blending
CECCalifornia Energy Commission
EBITDAEarnings Before Interest, Tax, Depreciation and Amortization (a non-GAAP financial measure)
EPAU.S. Environmental Protection Agency
FASBFinancial Accounting Standards Board
GAAPAccounting principles generally accepted in the United States
JVJoint Venture
LIFOLast in, first out, an inventory costing method
mbpdThousand barrels per day
MEHMagellan East Houston crude oil, an oil index benchmark price
MMBtuOne million British thermal units
MPLXMPLX LP and its consolidated subsidiaries
NGLNatural gas liquids, such as ethane, propane, butanes and natural gasoline
NYMEXNew York Mercantile Exchange
RFS2Revised Renewable Fuel Standard program, as required by the Energy Independence and Security Act of 2007
RINRenewable Identification Number
SECU.S. Securities and Exchange Commission
ULSDUltra-low sulfur diesel
USGCU.S. Gulf Coast
VIEVariable interest entity
WTIWest Texas Intermediate crude oil, an oil index benchmark price

PART I – FINANCIAL INFORMATION

Next: Item 1. Financial Statements