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What changed in Marathon Petroleum's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Marathon Petroleum's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+532 added−498 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-28)

Top changes in Marathon Petroleum's 2024 10-K

532 paragraphs added · 498 removed · 414 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

117 edited+27 added−26 removed83 unchanged
Biggest changeThe 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. We hold a 49.9 percent ownership interest in ethanol production facilities in Albion, Michigan; Logansport, Indiana; Greenville, Ohio and Denison, Iowa.
Biggest changeRefining & Marketing Joint Ventures We hold a 49.9 percent ownership interest in ethanol production facilities in Albion, Michigan; Logansport, Indiana; Greenville, Ohio and Denison, Iowa. These plants have a combined ethanol production capacity of approximately 405 million gallons per year and are managed by our joint venture partner, The Andersons, Inc. (“The Andersons”).
The El Paso refinery processes sweet and sour crude oils into gasoline, distillates, heavy fuel oil, asphalt, propane and NGLs and petrochemicals. St. Paul Park, Minnesota Refinery (105 mbpcd) Our St. Paul Park refinery is located along the Mississippi River southeast of St. Paul Park. The St.
The El Paso refinery processes sweet and sour crude oils into gasoline, distillates, heavy fuel oil, propane, asphalt and NGLs and petrochemicals. St. Paul Park, Minnesota Refinery (105 mbpcd) Our St. Paul Park refinery is located along the Mississippi River southeast of St. Paul Park. The St.
Paul Park refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, propane, NGLs and petrochemicals and heavy fuel oil. Canton, Ohio Refinery (100 mbpcd) Our Canton refinery is located south of Cleveland, Ohio.
Paul Park refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, NGLs and petrochemicals, propane and heavy fuel oil. Canton, Ohio Refinery (100 mbpcd) Our Canton refinery is located south of Cleveland, Ohio.
The Salt Lake City refinery processes crude oil from Utah, Colorado, Wyoming and Canada into gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals. West Coast Region (552 mbpcd ) Los Angeles, California Refinery (365 mbpcd) Our Los Angeles refinery is located in Los Angeles County, near the Los Angeles Harbor.
The Salt Lake City refinery processes crude oil from Utah, Colorado, Wyoming and Canada into gasoline, distillates, heavy fuel oil, NGLs and petrochemicals and propane. West Coast Region (552 mbpcd ) Los Angeles, California Refinery (365 mbpcd) Our Los Angeles refinery is located in Los Angeles County, near the Los Angeles Harbor.
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, heavy fuel oil 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, propane and heavy fuel oil.
Kenai, Alaska Refinery (68 mbpcd) Our Kenai refinery is located on the Cook Inlet, southwest of Anchorage. 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, propane, asphalt and NGLs and petrochemicals.
Kenai, Alaska Refinery (68 mbpcd) Our Kenai refinery is located on the Cook Inlet, southwest of Anchorage. 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, asphalt, NGLs and petrochemicals and propane.
Before joining MPC, she served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a leading global engineering services and energy technology company, since 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986.
Before joining MPC, she served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a leading global engineering services and energy technology company, since 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, as Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986.
Mr. Quaid was appointed Executive Vice President and Chief Financial Officer, effective January 1, 2024, having previously served as MPLX’s Executive Vice President and Chief Financial Officer since September 2021. He also has served as a member of MPLX’s Board since January 2022. Prior to his 2021 appointment at MPLX, Mr.
Quaid was appointed Executive Vice President and Chief Financial Officer, effective January 1, 2024, having previously served as MPLX’s Executive Vice President and Chief Financial Officer since September 2021. He also has served as a member of MPLX’s Board since January 2022. Prior to his 2021 appointment at MPLX, Mr.
Quaid served as our Senior Vice President and Controller beginning in April 2020, and Vice President and Controller beginning in 2014. Before joining MPC, Mr.
Quaid served as our Senior Vice President and Controller beginning in April 2020, and as Vice President and Controller beginning in 2014. Before joining MPC, Mr.
Prior to his 2020 appointment, he served as Vice President, Business Development, beginning in November 2018, Vice President, Operations, and President of Marathon Pipe Line LLC beginning in January 2017, MPC’s Terminal, Transport and Rail General Manager beginning in 2013, and Project Director for the $2.2 billion Detroit Heavy Oil Upgrade Project beginning in 2008. Ms.
Prior to his 2020 appointment, he served as Vice President, Business Development, beginning in November 2018, as Vice President, Operations, and President of Marathon Pipe Line LLC beginning in January 2017, as MPC’s Terminal, Transport and Rail General Manager beginning in 2013, and as Project Director for the $2.2 billion Detroit Heavy Oil Upgrade Project beginning in 2008. Ms.
Benson served as Assistant General Counsel, Corporate and Finance, beginning in 2012, and Group Counsel, Corporate and Finance, beginning in 2011. Ms. Laird was appointed Chief Human Resources Officer and Senior Vice President Communications, effective February 2021, having previously served as Chief Human Resources Officer since October 2018.
Benson served as Assistant General Counsel, Corporate and Finance, beginning in 2012, and as Group Counsel, Corporate and Finance, beginning in 2011. Ms. Laird was appointed Chief Human Resources Officer and Senior Vice President Communications, effective February 2021, having previously served as Chief Human Resources Officer since October 2018.
Prior to his 2021 appointment, he served as Senior Vice President, Crude Oil Supply and Logistics, beginning in October 2018, Manager, Crude Oil & Natural Gas Supply and Trading, beginning in 2014, and Crude Oil Logistics & Analysis Manager beginning in 2011. Mr.
Prior to his 2021 appointment, he served as Senior Vice President, Crude Oil Supply and Logistics, beginning in October 2018, as Manager, Crude Oil & Natural Gas Supply and Trading, beginning in 2014, and as Crude Oil Logistics & Analysis Manager beginning in 2011. Mr.
Before joining MPC, he served as Vice President and Chief Information Officer (“CIO”) at GE Healthcare, a segment of General Electric Company (“GE”) that provides medical technologies and services, beginning in April 2018, having previously served as Senior Vice President and CIO, Services, of GE, a multinational conglomerate, since January 2017 and CIO, Power Services, with GE Power since 2014, and in various positions of increasing responsibility with GE and its subsidiaries since 2000.
Before joining MPC, he served as Vice President and Chief Information Officer (“CIO”) at GE Healthcare, a segment of General Electric Company (“GE”) that provides medical technologies and services, beginning in April 2018, having previously served as Senior Vice President and CIO, Services, of GE, a multinational conglomerate, since January 2017 and as CIO, Power Services, with GE Power since 2014, and in various positions of increasing responsibility with GE and its subsidiaries since 2000.
Lyon was appointed Senior Vice President Logistics and Storage of MPLX, effective September 2022, having previously served as Vice President, Operations, and President, Marathon Pipe Line LLC, since November 2018. Prior to his 2018 appointment, he was Vice President of Operations for Marathon Pipe Line LLC beginning in 2011. Previously, Mr.
Lyon was appointed Senior Vice President Logistics and Storage of MPLX, effective September 2022, having previously served as Vice President, Operations, and President, Marathon Pipe Line LLC, since November 2018. Prior to his 2018 appointment, he served as Vice President of Operations for Marathon Pipe Line LLC beginning in 2011. Previously, Mr.
Lyon served in various roles of increasing responsibility with MPC since 1989, including as Manager, Marketing and Transportation Engineering beginning in 2010, and District Manager, Transport and Rail beginning in 2008. He served as board chair for Liquid Energy Pipeline Association in 2023 and chairs the board of the Louisiana Offshore Oil Port (“LOOP”).
Lyon served in various roles of increasing responsibility with MPC since 1989, including as Manager, Marketing and Transportation Engineering beginning in 2010, and as District Manager, Transport and Rail beginning in 2008. He served as board chair for Liquid Energy Pipeline Association in 2023 and chairs the board of the Louisiana Offshore Oil Port (“LOOP”).
Niese was appointed Vice President Treasury, effective January 2023. Prior to this appointment, she served as Assistant Treasurer beginning in February 2017, Corporate Finance Manager beginning in October 2014, and Brand Coordinating Manager beginning in 2011, having previously served in various analytical roles within Crude Supply, Terminals, Transportation and Rail and Internal Audit since joining MPC in 2003. Mr.
Niese was appointed Vice President Treasury, effective January 2023. Prior to this appointment, she served as Assistant Treasurer beginning in February 2017, as Corporate Finance Manager beginning in October 2014, and as Brand Coordinating Manager beginning in 2011, having previously served in various analytical roles within Crude Supply, Terminals, Transportation and Rail and Internal Audit since joining MPC in 2003.
We also have several facilities that are subject to the United States Coast Guard’s Maritime Transportation Security Act, and a number of other facilities that are subject to the Transportation Security Administration’s Pipeline Security Guidelines and are designated as “Critical Facilities.” We have an internal inspection program designed to monitor and ensure compliance with all of these requirements.
Security We have several facilities that are subject to the United States Coast Guard’s Maritime Transportation Security Act, and a number of other facilities that are subject to the Transportation Security Administration’s Pipeline Security Guidelines and are designated as “Critical Facilities.” We have an internal inspection program designed to monitor and ensure compliance with all of these requirements.
We distribute our refined products through one of the largest terminal operations in the United States and one of the largest private domestic fleets of inland petroleum product barges. In addition, 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.
We distribute our refined products through one of the largest terminal operations in the United States and one of the largest private domestic fleets of inland petroleum product barges. 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.
Prior to the 2020 appointment, he served as Executive Vice President, Gathering and Processing, beginning in 2018, Executive Vice President and Chief Operating Officer, MarkWest Operations, beginning in July 2017, and Executive Vice President and Chief Commercial Officer, MarkWest Assets, beginning in 2015, at the time of MPLX’s acquisition of MarkWest Energy Partners, L.P. Before joining MPLX, Mr.
Prior to his 2020 appointment, he served as Executive Vice President, Gathering and Processing, beginning in 2018, as Executive Vice President and Chief Operating Officer, MarkWest Operations, beginning in July 2017, and as Executive Vice President and Chief Commercial Officer, MarkWest Assets, beginning in 2015, at the time of MPLX’s acquisition of MarkWest Energy Partners, L.P. Before joining MPLX, Mr.
The proposed revisions include a requirement that refineries with hydrofluoric acid alkylation units perform a safer technologies and alternatives analysis as part of the process hazard analysis and to document the feasibility of inherent safety measures. The application of these regulations can result in increased compliance expenditures.
The revisions include a requirement that refineries with hydrofluoric acid alkylation units perform a safer technologies and alternatives analysis as part of the process hazard analysis and to document the feasibility of inherent safety measures. The application of these regulations can result in increased compliance expenditures.
We compete with companies in the sale of refined products to wholesale marketing customers, including private-brand marketers and large commercial and industrial consumers; companies in the sale of refined products in the spot market; and refiners or marketers in the supply of refined products to refiner-branded independent entrepreneurs.
We compete with companies in the sale of refined products to wholesale marketing customers, including private-brand marketers and large commercial and industrial consumers; companies in the sale of refined products on the spot market; and refiners or marketers in the supply of refined products to refiner-branded independent entrepreneurs.
The refinery has access to the export market and multiple options to sell refined products. Our Garyville refinery has earned designation as an OSHA VPP Star site. Mid-Continent Region (1,170 mbpcd) Catlettsburg, Kentucky Refinery (300 mbpcd) Our Catlettsburg refinery is located in northeastern Kentucky on the western bank of the Big Sandy River, near the confluence with the Ohio River.
The refinery has access to the export market and multiple options to sell refined products. Our Garyville refinery has earned designation as an OSHA VPP Star site. Mid-Continent Region (1,174 mbpcd) Catlettsburg, Kentucky Refinery (300 mbpcd) Our Catlettsburg refinery is located in northeastern Kentucky on the western bank of the Big Sandy River, near the confluence with the Ohio River.
The Robinson refinery processes sweet and sour crude oils into gasoline, distillates, NGLs and petrochemicals, propane and heavy fuel oil. The Robinson refinery has earned designation as an OSHA VPP Star site. Detroit, Michigan Refinery (140 mbpcd) Our Detroit refinery is located in southwest Detroit. It is the only petroleum refinery currently operating in Michigan.
The Robinson refinery processes sweet and sour crude oils into gasoline, distillates, NGLs and petrochemicals, propane and heavy fuel oil. The Robinson refinery has earned designation as an OSHA VPP Star site. Detroit, Michigan Refinery (144 mbpcd) Our Detroit refinery is located in southwest Detroit. It is the only petroleum refinery currently operating in Michigan.
Garyville, Louisiana Refinery (597 mbpcd) Our Garyville refinery is located along the Mississippi River in southeastern Louisiana between New Orleans, Louisiana and Baton Rouge, Louisiana. The Garyville refinery is configured to process a wide variety of crude oils into gasoline, distillates, NGLs and petrochemicals, propane, asphalt and heavy fuel oil.
Garyville, Louisiana Refinery (606 mbpcd) Our Garyville refinery is located along the Mississippi River in southeastern Louisiana between New Orleans, Louisiana and Baton Rouge, Louisiana. The Garyville refinery is configured to process a wide variety of crude oils into gasoline, distillates, NGLs and petrochemicals, propane, asphalt and heavy fuel oil.
We also have long-term supply contracts for 1,114 direct dealer locations primarily in Southern California, largely under the ARCO ® brand. We believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers and consumers within our market area.
We also have long-term supply contracts for 1,161 direct dealer locations primarily in Southern California, largely under the ARCO ® brand. We believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers and consumers within our market area.
EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) developing cleanup recommendations for PFOA and PFOS, (3) evaluating listing PFOA and PFOS as hazardous substances under CERCLA, and (4) conducting toxicity assessments for other PFAS chemicals.
EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) developing cleanup recommendations for PFOA and PFOS, (3) evaluating the listing of PFOA and PFOS as hazardous substances under CERCLA, and (4) conducting toxicity assessments for other PFAS chemicals.
We cannot predict the effects of the various state implementation plan requirements at this time. 10 Table of Contents In California, the Governing Board for the South Coast Air Quality Management District (“SCAQMD”) adopted Rule 1109.1 in November 2021, which establishes Best Available Retrofit Control Technology (“BARCT”) oxides of nitrogen (“NOx”) and carbon monoxide (“CO”) emission limits for combustion equipment at petroleum refineries.
We cannot predict the effects of the various state implementation plan requirements at this time. In California, the Governing Board for the South Coast Air Quality Management District (“SCAQMD”) adopted Rule 1109.1 in November 2021, which establishes Best Available Retrofit Control Technology (“BARCT”) oxides of nitrogen (“NOx”) and carbon monoxide (“CO”) emission limits for combustion equipment at petroleum refineries.
Each of these segments is organized and managed based upon the nature of the products and services it offers. • Refining & Marketing – refines crude oil and other feedstocks, including renewable 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 products, including renewable diesel, through transportation, storage, distribution and marketing services provided largely by our Midstream segment.
Each of these segments is organized and managed based upon the nature of the products and services it offers. • Refining & Marketing – refines crude oil and other 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 products through transportation, storage, distribution and marketing services provided largely by our Midstream segment.
Gulf Coast Region (1,228 mbpcd) Galveston Bay, Texas City, Texas Refinery (631 mbpcd) Our Galveston Bay refinery is a combination of our former Texas City refinery and Galveston Bay refinery. Following the completion of the STAR project in 2023, which added 40 mbpcd of capacity, it is now our largest refinery.
Gulf Coast Region (1,237 mbpcd) Galveston Bay, Texas City, Texas Refinery (631 mbpcd) Our Galveston Bay refinery is a combination of our former Texas City refinery and Galveston Bay refinery. Following the completion of the STAR project in 2023, which added 40 mbpcd of capacity, it is now our largest refinery.
He was President and Chief Executive Officer of Sunoco Logistics Partners L.P., an oil and gas transportation, terminalling and storage company, from 2012 to 2017, President and Chief Operating Officer beginning in 2010, and Vice President, Business Development, beginning in 2009. Ms.
He was President and Chief Executive Officer of Sunoco Logistics Partners L.P., an oil and gas transportation, terminalling and storage company, from 2012 to 2017, President and Chief Operating Officer beginning in 2010, and Vice President, Business Development, beginning in 2009. Mr.
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. 8 Table of Contents Market conditions in the oil and gas industry are cyclical and subject to global economic and political events and new and changing governmental regulations.
In addition, we compete with producers and marketers in other industries that supply alternative forms of energy and fuels to satisfy the requirements of our industrial, commercial and retail consumers. Market conditions in the oil and gas industry are cyclical and subject to global economic and political events and new and changing governmental regulations.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after the reports are filed or furnished with the SEC, or on the SEC’s website at www.sec.gov .
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after the reports are filed or furnished with the SEC, or on the SEC’s website.
Empowering our people and prioritizing accountability are also key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision. Employee Profile As of December 31, 2023, we employed approximately 18,200 people in full-time and part-time roles. Many of these employees provide services to MPLX, for which we are reimbursed in accordance with employee service agreements.
Empowering our people and prioritizing accountability are also key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision. Employee Profile As of December 31, 2024, we employed approximately 18,300 people in full-time and part-time roles. Many of these employees provide services to MPLX, for which we are reimbursed in accordance with employee service agreements.
These laws and regulations may increase our costs of doing business on Native American tribal lands and impact the viability of, or prevent or delay our ability to conduct, our operations on such lands. 13 Table of Contents TRADEMARKS, PATENTS AND LICENSES Our Marathon and ARCO trademarks are material to the conduct of our refining and marketing operations.
These laws and regulations may increase our costs of doing business on Native American tribal lands and impact the viability of, or prevent or delay our ability to conduct, our operations on such lands. TRADEMARKS, PATENTS AND LICENSES Our Marathon and ARCO trademarks are material to the conduct of our refining and marketing operations.
Quaid was Vice President of Iron Ore at United States Steel Corporation, an integrated steel producer, beginning in 2014, and Vice President and Treasurer beginning in 2011, having previously served in various functions including investor relations, business planning, financial planning and analysis and project management. 15 Table of Contents Mr.
Quaid was Vice President of Iron Ore at United States Steel Corporation, an integrated steel producer, beginning in 2014, and Vice President and Treasurer beginning in 2011, having previously served in various functions including investor relations, business planning, financial planning and analysis and project management. Mr.
The Mandan refinery processes primarily sweet domestic crude oil from North Dakota into gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals. 5 Table of Contents Salt Lake City, Utah Refinery (68 mbpcd) Our Salt Lake City refinery is the largest in Utah and is located north of downtown Salt Lake City.
The Mandan refinery processes primarily sweet domestic crude oil from North Dakota into gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals. Salt Lake City, Utah Refinery (68 mbpcd) Our Salt Lake City refinery is the largest in Utah and is located north of downtown Salt Lake City.
Refined Product Sales Our refined products are sold to independent retailers, wholesale customers, our brand jobbers and direct dealers. In addition, we sell refined products for export to international customers. As of December 31, 2023, there were 7,217 brand jobber outlets in 39 states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets.
Refined Product Sales Our refined products are sold to independent retailers, wholesale customers, our brand jobbers and direct dealers. In addition, we sell refined products for export to international customers. As of December 31, 2024, there were 7,738 brand jobber outlets in 39 states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Environmental Matters and Compliance Costs. For additional information regarding regulatory risks, see Item 1A.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Environmental Matters and Compliance Costs. For additional information regarding regulatory risks, see Item 1A. Risk Factors.
Our cogeneration facility, which supplies the Galveston Bay refinery, currently has 1,055 megawatts of electrical production capacity and can produce 4.3 million pounds of steam per hour. Approximately 49 percent of the power generated in 2023 was used at the refinery, with the remaining electricity being sold into the electricity grid.
Our cogeneration facility, which supplies the Galveston Bay refinery, currently has 1,055 megawatts of electrical production capacity and can produce 4.3 million pounds of steam per hour. Approximately 47 percent of the power generated in 2024 was used at the refinery, with the remaining electricity being sold into the electricity grid.
The Detroit refinery processes sweet and heavy sour crude oils into gasoline, distillates, NGLs and petrochemicals, asphalt, propane and heavy fuel oil. Our Detroit refinery has earned designation as an OSHA VPP Star site. El Paso, Texas Refinery (133 mbpcd) Our El Paso refinery is located east of downtown El Paso.
The Detroit refinery processes sweet and heavy sour crude oils into gasoline, distillates, NGLs and petrochemicals, asphalt, propane and heavy fuel oil. Our Detroit refinery has earned designation as an OSHA VPP Star site. 5 T able of Contents El Paso, Texas Refinery (133 mbpcd) Our El Paso refinery is located east of downtown El Paso.
As a result, the operating results for our Refining & Marketing segment for the first and fourth quarters may be lower than for those in the second and third quarters of each calendar year. Midstream The Midstream segment primarily includes the operations of MPLX, our sponsored MLP, and certain related operations retained by MPC.
As a result, the operating results for our Refining & Marketing segment for the first and fourth quarters may be lower than for those in the second and third quarters of each calendar year. 8 T able of Contents Midstream The Midstream segment primarily includes the operations of MPLX, our sponsored MLP, and certain related operations retained by MPC.
We cannot currently predict the impact of potential statutes or regulations on our remediation costs. Vehicle and Fuel Requirements Fuel Economy and GHG Emission Standards for Vehicles The National Highway Traffic Safety Administration (“NHTSA”) establishes corporate average fuel economy (“CAFE”) standards for passenger cars and light trucks.
We cannot currently predict the impact of potential statutes or regulations on our remediation costs. 12 T able of Contents Vehicle and Fuel Requirements Fuel Economy and GHG Emission Standards for Vehicles The National Highway Traffic Safety Administration (“NHTSA”) establishes corporate average fuel economy (“CAFE”) standards for passenger cars and light trucks.
Other Air Emissions In February 2024, EPA released a final rule to lower the primary (health-based) fine particulate matter annual standard from its current level of 12.0 µg/m3 to 9.0 µg/m3.
In February 2024, EPA released a final rule to lower the primary (health-based) fine particulate matter annual standard from its current level of 12.0 µg/m3 to 9.0 µg/m3.
OPA-90 also requires the responsible company to pay resulting removal costs and damages and provides for civil penalties and criminal sanctions for violations of its provisions. We operate tank vessels and facilities from which spills of oil and hazardous substances could occur.
OPA-90 also requires the 11 T able of Contents responsible company to pay resulting removal costs and damages and provides for civil penalties and criminal sanctions for violations of its provisions. We operate tank vessels and facilities from which spills of oil and hazardous substances could occur.
We believe each diverse candidate brings a new perspective to our workforce, and we actively seek candidates with a variety of backgrounds and experience. We equip our employees at every level with classroom training, online courses and on the job activities that provide the knowledge and skills necessary to perform their daily job functions safely and successfully.
We believe each candidate brings a new perspective to our workforce, and we actively seek candidates with a variety of backgrounds and experience. 14 T able of Contents We equip our employees at every level with classroom training, online courses and on the job activities that provide the knowledge and skills necessary to perform their daily job functions safely and successfully.
Prior to his 2021 appointment, he served as Senior Vice President, Marketing, beginning in October 2018, Vice President, Business Development, beginning in February 2018, Director of Business Development beginning in January 2017, Manager of Crude Oil Logistics beginning in 2014, and Vice President, Business Development and Franchise, at Speedway beginning in 2012. Mr.
Prior to his 2021 appointment, he served as Senior Vice President, Marketing, beginning in October 2018, as Vice President, Business Development, beginning in February 2018, as Director of Business Development beginning in January 2017, as Manager of Crude Oil Logistics beginning in 2014, and as Vice President, Business Development and Franchise, at Speedway beginning in 2012. 16 T able of Contents Mr.
The DOT has adopted safety regulations with respect to the design, construction, operation, maintenance, inspection and management of our pipeline assets. These regulations contain requirements for the development and implementation of pipeline integrity management programs, which include the inspection and testing of pipelines and the correction of anomalies.
Department of Transportation (“DOT”) has adopted safety regulations with respect to the design, construction, operation, maintenance, inspection and management of our pipeline assets. These regulations contain requirements for the development and implementation of pipeline integrity management programs, which include the inspection and testing of pipelines and the correction of anomalies.
Risk Factors. 9 Table of Contents Rate Regulation Some of our existing pipelines are considered interstate common carrier pipelines subject to regulation by the Federal Energy Regulatory Commission (“FERC”) under the Interstate Commerce Act (the “ICA”), Energy Policy Act of 1992 (“EPAct 1992”) and the rules and regulations promulgated under those laws.
Rate Regulation Some of our existing pipelines are considered interstate common carrier pipelines subject to regulation by the Federal Energy Regulatory Commission (“FERC”) under the Interstate Commerce Act (the “ICA”), Energy Policy Act of 1992 (“EPAct 1992”) and the rules and regulations promulgated under those laws.
Reductions in GHG emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities, (iii) capture the emissions from our facilities and (iv) administer and manage any GHG emissions programs, including acquiring emission credits or allotments.
Reductions in GHG emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install 10 T able of Contents new emission controls at our facilities, (iii) capture the emissions from our facilities and (iv) administer and manage any GHG emissions programs, including acquiring emission credits or allotments.
We are also subject at regulated facilities to the Occupational Safety and Health Administration’s Process Safety Management (“PSM”) and EPA’s Risk Management Program (“RMP”) requirements, which are intended to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. EPA has proposed revisions to its RMP regulation.
We are also subject at regulated facilities to the Occupational Safety and Health Administration’s Process Safety Management and EPA’s Risk Management Program (“RMP”) requirements, which are intended to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. In 2024, EPA finalized revisions to its RMP regulation.
Floerke was appointed Executive Vice President and Chief Operating Officer of MPLX, effective February 2021, having previously served as Executive Vice President and Chief Operating Officer, Gathering and Processing, Trucks and Rail, since 16 Table of Contents August 2020.
Mr. Floerke was appointed Executive Vice President and Chief Operating Officer of MPLX, effective February 2021, having previously served as Executive Vice President and Chief Operating Officer, Gathering and Processing, Trucks and Rail, since August 2020.
Other states have issued, or may issue, zero emission vehicle mandates. 12 Table of Contents Renewable Fuels Standards and Low Carbon Fuel Standards 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.
Other states have issued, or may issue, zero emission vehicle mandates consistent with California’s programs. Renewable Fuels Standards and Low Carbon Fuel Standards 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.
In general, we expect industry and regulatory safety standards to become more stringent over time, resulting in increased compliance expenditures. While these expenditures cannot be accurately estimated at this time, we do not expect such expenditures will have a material adverse effect on our results of operations.
In general, we expect industry and regulatory safety standards to become more stringent over time, resulting in increased compliance expenditures. While these expenditures cannot be accurately estimated at this time, we do not expect such expenditures will have a material adverse effect on our results of operations. 13 T able of Contents The U.S.
In addition, we maintain a fleet of leased and owned railcars for the movement and storage of refined products. The locations and detailed information about our Refining & Marketing assets are included under Item 2. Properties and are incorporated herein by reference.
We own a fleet of transport trucks and trailers for the movement of refined products and crude oil. In addition, we maintain a fleet of leased and owned railcars for the movement and storage of refined products. The locations and detailed information about our Refining & Marketing assets are included under Item 2. Properties and are incorporated herein by reference.
Product availability varies by refinery and includes, among others, propylene, butane, xylene, benzene, cumene and toluene. We market these products domestically to customers in the chemical, agricultural and fuel-blending industries.
Product availability varies by refinery and includes, among others, propylene, butane, xylene, benzene, cumene and toluene. We market these products domestically to customers in the chemical, 7 T able of Contents agricultural and fuel-blending industries.
Led by employees with involvement and support from executive sponsors, our networks connect colleagues from across the company and provide opportunities for development, networking and community involvement. EXECUTIVE OFFICERS Following is information about the executive officers and corporate officers of MPC: Name Age as of February 1, 2024 Position with MPC Michael J. Hennigan 64 Chief Executive Officer Maryann T.
Led by employees with involvement and support from executive sponsors, our networks connect colleagues from across the company and provide opportunities for development, networking, and community involvement. EXECUTIVE OFFICERS Following is information about the executive officers and corporate officers of MPC: Name Age as of February 1, 2025 Position with MPC Maryann T.
We incur costs to comply with LCFS programs, and these costs may increase if the cost of LCFS credits increases. In sum, the RFS has required, and may in the future continue to require, additional capital expenditures or expenses by us to accommodate increased renewable fuels use.
The CARB can rewrite and resubmit the amendments for OAL approval. We incur costs to comply with LCFS programs, and these costs may increase if the cost of LCFS credits increases. In sum, the RFS has required, and may in the future continue to require, additional capital expenditures or expenses by us to accommodate increased renewable fuels use.
( mbpd ) 2023 2022 2021 United States 1,782 1,895 1,890 Canada 597 539 445 Other international 298 327 286 Total 2,677 2,761 2,621 Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges.
( mbpd ) 2024 2023 2022 United States 1,840 1,782 1,895 Canada 604 597 539 Other international 270 298 327 Total 2,714 2,677 2,761 Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges.
Heppner was appointed Senior Vice President Strategy and Business Development, effective February 2021. Prior to this appointment, he served as Vice President, Commercial and Business Development, beginning in October 2018, Senior Vice President of Engineering Services and Corporate Support of Speedway LLC beginning in 2014, and Director, Wholesale Marketing, beginning in 2010. Mr.
Prior to his 2021 appointment, he served as Vice President, Commercial and Business Development, beginning in October 2018, as Senior Vice President of Engineering Services and Corporate Support of Speedway LLC beginning in 2014, and as Director, Wholesale Marketing, beginning in 2010. Mr.
Our refineries are largely integrated with each other via pipelines, terminals and barges to maximize operating efficiency. The transportation links that connect our refineries allow the movement of intermediate products between refineries to optimize operations, produce higher margin products and efficiently utilize our processing capacity.
See the Refined Product Sales section for further information about the products we produce. Our refineries are largely integrated with each other via pipelines, terminals and barges to maximize operating efficiency. The transportation links that connect our refineries allow the movement of intermediate products between refineries to optimize operations, produce higher margin products and efficiently utilize our processing capacity.
These measures may also include low-carbon fuel standards, such as the California program, or a state carbon tax. These measures could result in increased costs to operate and maintain our facilities, capital expenditures to install new emission controls and costs to administer any carbon trading or tax programs implemented. For example, California has enacted a cap-and-trade program.
These measures could result in increased costs to operate and maintain our facilities, capital expenditures to install new emission controls and costs to administer any carbon trading or tax programs implemented. For example, California has enacted a cap-and-trade program.
Hennigan was appointed Chief Executive Officer, effective January 1, 2024, having previously served as President and Chief Executive Officer since March 2020. He has served as a member of the Board of Directors since April 2020. Mr.
Hennigan was elected Executive Chairman, effective August 1, 2024, having previously served as Chief Executive Officer since January 1, 2024 and as President and Chief Executive Officer from March 2020 through December 2023. He has served as a member of the Board of Directors since April 2020. Mr.
Together, these components of our safety management system provide us with a comprehensive approach to managing risks and preventing incidents, illnesses and fatalities. Additionally, our annual cash bonus program metrics include several employee, process and environmental safety metrics. Talent Management Our People Strategy holistically addresses the dynamic business environment we operate in.
Together, these components of our safety management system provide us with a comprehensive approach to managing risks and preventing incidents, illnesses and fatalities. Additionally, our annual cash bonus program includes a broad set of measures tied to safety, environmental stewardship and human capital management. Talent Management Our People Strategy holistically addresses the dynamic business environment we operate in.
Mannen was appointed President, effective January 1, 2024, having previously served as Executive Vice President and Chief Financial Officer since January 2021. She also has served as a member of MPLX’s Board of Directors since February 2021.
Mannen also was appointed President and Chief Executive Officer of MPLX, effective August 1, 2024, and has served as a member of MPLX’s Board of Directors since February 2021.
( mbpd ) 2023 2022 2021 Gasoline 119 105 115 Distillates 156 158 121 Other 64 52 41 Total 339 315 277 Gasoline and Distillates We sell gasoline, gasoline blendstocks and distillates (including No. 1 and No. 2 fuel oils, jet fuel, kerosene, diesel and renewable diesel) to wholesale customers, branded jobbers, direct dealers and in the spot market.
( mbpd ) 2024 2023 2022 Gasoline 116 119 105 Distillates 199 156 158 Other 55 64 52 Total 370 339 315 Gasoline and Distillates We sell gasoline, gasoline blendstocks and distillates (including No. 1 and No. 2 fuel oils, jet fuel, kerosene and diesel) to wholesale customers, branded jobbers, direct dealers and on the spot market.
Our Talent Acquisition team consists of three segments: Executive Recruiting, Experienced Recruiting and University Recruiting. The specialization within each group allows us to specifically address MPC’s broad range of current and future talent needs, as well as devote time and attention to candidates during the hiring process.
The specialization within each group allows us to specifically address MPC’s broad range of current and future talent needs, as well as devote time and attention to candidates during the hiring process.
Our operations consist of two reportable operating segments: Refining & Marketing and Midstream.
Our operations consist of three reportable operating segments: Refining & Marketing, Midstream and Renewable Diesel.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Environmental Matters and Compliance Costs. Claims under CERCLA and similar state acts have been raised with respect to the clean-up of various waste disposal and other sites. CERCLA is intended to facilitate the clean-up of hazardous substances without regard to fault.
Claims under CERCLA and similar state acts have been raised with respect to the clean-up of various waste disposal and other sites. CERCLA is intended to facilitate the clean-up of hazardous substances without regard to fault.
In addition, EPA establishes carbon dioxide (“CO2”) emission standards for passenger cars and light trucks. An Executive Order issued on August 5, 2021, set a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles. Consistent with this order, EPA and NHTSA have promulgated separate rules setting more stringent requirements.
In addition, EPA establishes carbon dioxide (“CO2”) emission standards for passenger cars and light trucks. A presidential 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.
Also, shipping intermediate products between facilities during partial refinery shutdowns allows us to utilize processing capacity that is not directly affected by the shutdown work. Following is a description of each of our refineries and their capacity by region.
Also, shipping intermediate products between facilities during partial refinery shutdowns allows us to utilize processing capacity that is not directly affected by the shutdown work. Planned maintenance activities, or turnarounds, requiring temporary shutdown of certain refinery operating units, are periodically performed at each refinery. Following is a description of each of our refineries and their capacity by region.
Congress may also take further action to regulate PFAS. We cannot currently predict the impact of potential statutes or regulations on our operations. In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS.
We cannot currently predict the impact of these regulations on our operations. In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS.
The Midstream segment primarily reflects the results of MPLX. MPLX is a diversified, large-cap master limited partnership (“MLP”) formed in 2012 that owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services. As of December 31, 2023, we owned the general partner of MPLX and approximately 65 percent of the outstanding MPLX common units.
The Midstream segment primarily reflects the results of MPLX. MPLX is a diversified, large-cap master limited partnership (“MLP”) formed in 2012 that owns and operates midstream energy infrastructure and logistics assets and provides fuels distribution services.
A carrier must, as a general rule, utilize the indexing methodology to change its rates. Cost-of-service ratemaking, market-based rates and settlement rates are alternatives to the indexing approach and may be used in certain specified circumstances to change rates.
A carrier must, as a general rule, utilize the indexing methodology to change its rates. Cost-of-service ratemaking, market-based rates and settlement rates are alternatives to the indexing approach and may be used in certain specified circumstances to change rates. Air GHG Emissions Currently, legislative and regulatory measures to address GHG emissions are in various phases of review, discussion or implementation.
Charters for the Audit Committee, Compensation and Organization Development Committee, Corporate Governance and Nominating Committee and Sustainability and Public Policy Committee are also available at this site under the “About” tab by selecting “Board of Directors.” MPC uses its website, www.marathonpetroleum.com , as a channel for routine distribution of important information, including news releases, analyst presentations, financial information and market data.
Charters for the Audit Committee, Compensation and Organization Development Committee, Corporate Governance and Nominating Committee and Sustainability and Public Policy Committee are also available on our website at www.marathonpetroleum.com/About/Board-of-Directors/ . We use our website, www.marathonpetroleum.com , as a channel for routine distribution of important information, including news releases, analyst presentations, financial information and market data.
In addition, California may establish per its Clean Air Act waiver authority different standards that could apply in multiple states. EPA has issued a rule that reinstates California’s waiver for its Advanced Clean Car I program, which includes requirements for zero emission vehicle sales through 2025.
In addition, California may establish different, more stringent vehicle standards that could apply in multiple states if granted a Clean Air Act waiver by the EPA. The EPA reinstated California’s waiver for its Advanced Clean Cars I program, which includes requirements for zero emission vehicle sales through 2025.
Mannen 61 President John J. Quaid 52 Executive Vice President and Chief Financial Officer Timothy J. Aydt 60 Executive Vice President Refining Molly R. Benson 57 Chief Legal Officer and Corporate Secretary Fiona C. Laird* 62 Chief Human Resources Officer and Senior Vice President Communications David R. Heppner* 57 Senior Vice President Strategy and Business Development Rick D.
Mannen 62 President and Chief Executive Officer Michael J. Hennigan 65 Executive Chairman John J. Quaid 53 Executive Vice President and Chief Financial Officer Timothy J. Aydt 61 Executive Vice President Refining Molly R. Benson 58 Chief Legal Officer and Corporate Secretary Fiona C. Laird* 63 Chief Human Resources Officer and Senior Vice President Communications David R.
Our employee networks are fundamental to achieving this goal and connect employees with others who have a shared identity and life experiences. These seven groups use a member and ally model to promote inclusion - Asian, Black, Hispanic, LGBTQ+, Veterans, Women and People with Disabilities.
We promote inclusivity and respect among our employees. We recognize that when employees feel valued, it shows in their performance. Our employee networks are fundamental to achieving this goal and connect employees with others who have shared experiences. These seven groups use a member and ally model to promote inclusion - Asian, Black, Disability, Hispanic, LGBTQ+, Veterans and Women.
In February 2019, EPA issued a PFAS Action Plan identifying actions it is planning to take to study and regulate various PFAS chemicals.
These HALs were updated in June 2022, when EPA also issued HALs for two additional PFAS substances. In February 2019, EPA issued a PFAS Action Plan identifying actions it is planning to take to study and regulate various PFAS chemicals.
In addition, NHTSA and EPA have proposed new rules setting even more stringent requirements for model years 2027-2032. NHTSA’s proposed standards would require an increase in fuel efficiency of two percent annually.
EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy of 40 mpg in model year 2026. Subsequently, 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.
( mbpd ) 2023 (a) 2022 (a) 2021 (a) Gasoline (b) 1,933 1,870 1,834 Distillates (b) 1,144 1,169 1,089 NGLs and petrochemicals (b) 230 221 293 Asphalt 82 89 94 Propane 90 93 76 Heavy fuel oil 57 66 39 Total 3,536 3,508 3,425 (a) Refined product sales include volumes marketed directly to end-users and trading/supply volumes such as bulk sales to large unbranded resellers and other downstream companies.
( mbpd ) 2024 (a) 2023 (a) 2022 (a) Gasoline 1,922 1,933 1,870 Distillates 1,187 1,128 1,160 NGLs and petrochemicals 231 220 220 Asphalt 82 82 89 Propane 104 90 93 Heavy fuel oil 59 57 66 Total 3,585 3,510 3,498 (a) Refined product sales include volumes marketed directly to end-users and trading/supply volumes such as bulk sales to large unbranded resellers and other downstream companies.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTo the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment. Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.
Biggest changeAs of December 31, 2024, our balance sheet reflected $8.2 billion and $1.8 billion of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment.
Our 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, and phishing and social engineering schemes, supply chain attacks, and advanced artificial intelligence cyberattacks, which can compromise our ability to operate, and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.
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, phishing and social engineering schemes, supply chain attacks, and advanced artificial intelligence attacks, which can compromise our ability to operate and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.
In addition, the deterioration of trade relationships, modification or termination of existing trade agreements, imposition of new economic sanctions against Russia or other countries and the effects of potential responsive countermeasures, or increased taxes, border adjustments or tariffs can make international business operations more costly, which can have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, the deterioration of trade relationships, modification or termination of existing trade agreements, imposition of 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.
Our Restated Certificate of Incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts shall be, to the fullest extent permitted by law, the exclusive forum any action asserting a claim under the Securities Act.
Our Restated Certificate of Incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts shall be, to the fullest extent permitted by law, the exclusive forum for any action asserting a claim under the Securities Act.
These include provisions: • providing that our board of directors fixes the number of members of the board; • providing for the division of our board of directors into three classes with staggered terms; • providing that only our board of directors may fill board vacancies; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; • establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation; • providing that our directors may only be removed for cause; • authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and • authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
These include provisions: • providing that our board of directors fixes the number of members of the board; • providing for the division of our board of directors into three classes with staggered terms; • providing that only our board of directors may fill board vacancies; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; 29 T able of Contents • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; • establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation; • providing that our directors may only be removed for cause; • authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and • authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including: • increasing our vulnerability to changing economic, regulatory and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; • limiting our ability to pay dividends to our stockholders; • limiting our ability to borrow additional funds; and 21 Table of Contents • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including: • increasing our vulnerability to changing economic, regulatory and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; • limiting our ability to pay dividends to our stockholders; • limiting our ability to borrow additional funds; and • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
Sustained periods of low prices can result in producers deciding to limit their oil and gas drilling operations, which can 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.
Sustained periods of low prices could result in producers deciding to limit their oil and gas drilling operations, which 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.
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 25 Table of Contents matters, stock price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.
Our failure or perceived failure to pursue or fulfill such goals and targets or to satisfy various reporting standards within the timelines we announce, or at all, could have a negative impact on investor sentiment, ratings outcomes for evaluating our approach to ESG matters, stock price, and cost of capital and expose us to government enforcement actions and private litigation, among other material adverse impacts.
The operational data reporting includes our plans for turnaround and maintenance activities at our Los Angeles refinery and Martinez renewable fuels facility and our plans to address potential impacts on feedstock and product inventories in California resulting from such turnaround and maintenance activities.
The operational data reporting includes our plans for turnaround and maintenance activities at our Los Angeles refinery and Martinez renewable diesel facility and our plans to address potential impacts on feedstock and product inventories in California resulting from such turnaround and maintenance activities.
Because the techniques used to obtain unauthorized access, or to disable or degrade systems continuously evolve and 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 cyberattacks.
Because the techniques used to obtain unauthorized access, or to disable or degrade systems, continuously evolve and 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 cyberattacks and cybersecurity incidents.
Certain of our refineries receive crude oil and other feedstocks by tanker or barge. 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 terminals owned by MPC and MPLX.
Certain of our refineries receive crude oil and other feedstocks by tanker or barge. 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 terminals.
Attorneys general and other government officials have in the past and may in the future pursue litigation in which they seek to recover civil damages from 26 Table of Contents 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.
Attorneys general and other government officials have in the past and may in the future pursue litigation in which they seek to recover civil damages from 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.
For example, we are subject to ongoing litigation regarding trespass claims relating to a portion of the Tesoro High Plains pipeline in North Dakota. 27 Table of Contents The Court of Chancery of the State of Delaware will be, to the extent permitted by law, the sole and exclusive forum for most disputes between us and our shareholders.
For example, we are subject to ongoing litigation regarding trespass claims relating to a portion of the Tesoro High Plains pipeline in North Dakota. The Court of Chancery of the State of Delaware will be, to the extent permitted by law, the sole and exclusive forum for most disputes between us and our shareholders.
Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refining and marketing margins are uncertain. We generally 17 Table of Contents purchase our feedstocks weeks before we refine them and sell the refined products.
Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refining and marketing margins are uncertain. We generally purchase our feedstocks weeks before we refine them and sell the refined products.
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 diversity, equity and inclusion.
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 inclusion.
There is also 23 Table of Contents increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows.
There is also increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows.
Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s proposed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.
Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s 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.
A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows. Approximately 3,800 of our employees are covered by collective bargaining agreements with expiration dates ranging from 2024 to 2027. These agreements may be renewed at an increased cost to us.
A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows. Approximately 3,800 of our employees are covered by collective bargaining agreements with expiration dates ranging from 2026 to 2031. These agreements may be renewed at an increased cost to us.
Also, the significant volatility in natural gas, NGL and oil prices could adversely impact MPLX’s unit price, thereby increasing its distribution yield and cost of capital.
The significant volatility in natural gas, NGL and crude oil prices could adversely impact MPLX’s unit price, thereby increasing its distribution yield and cost of capital.
New tax laws and regulations and changes in, interpretations of, and guidance regarding tax laws and regulations, including impacts of the Tax Cuts and Jobs Act of 2017, the Coronavirus Aid, Relief, Economic Security Act of 2020, and the Inflation Reduction Act of 2022, could result in increased expenditures by us for tax liabilities in the future and could materially and adversely impact our financial condition, results of operations and cash flows.
New tax laws and regulations and changes in, interpretations of, and guidance regarding tax laws and regulations, including impacts of the Tax Cuts and Jobs Act of 2017, the 30 T able of Contents Coronavirus Aid, Relief, Economic Security Act of 2020, and the Inflation Reduction Act of 2022, could result in increased expenditures by us for tax liabilities in the future and could materially and adversely impact our financial condition, results of operations and cash flows.
Together, these trends and developments have had and are expected to continue to have an adverse effect on sales of our petroleum-based transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
Together, these trends and developments have had and are expected to continue to have an adverse effect on sales of our liquid transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments. For example, California and Washington have enacted cap-and-trade programs.
Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments. For example, California and Washington have enacted cap-and-trade programs and low carbon fuel standards.
For assets located near populated areas, the level of damage resulting from such an incident could be greater. In addition, we operate in and adjacent to environmentally sensitive waters where tanker, pipeline, rail car and refined product transportation and storage operations are closely regulated by federal, state and local agencies and monitored by environmental interest groups.
For assets located near populated areas, the level of damage resulting from these incidents could be greater. In addition, we operate in and adjacent to environmentally sensitive waters where tanker, pipeline, rail car and refined product transportation and storage operations are closely regulated by federal, state and local agencies and monitored by environmental interest groups.
In June 2023, the provisions of California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SBx 1-2”) became effective, which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations (e.g., daily, weekly, monthly, and annually reporting of detailed operational and financial data on all aspects of our operations in California) to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California, (iii) created the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
In June 2023, the provisions of California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”) became effective, which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations (e.g., daily, weekly, monthly, and annually reporting of detailed operational and financial data on all aspects of our operations in California) to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California, (iii) created the Division of Petroleum Market Oversight within the CEC to monitor and analyze the transportation fuels market, including the data provided under SB X1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
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.
In late 2023, the CEC adopted (i) an order requiring an informational proceeding on a maximum gross gasoline refining margin and penalty under SB X1-2, and (ii) an order initiating rulemaking activity under SB X1-2 that will be focused on refinery maintenance and turnarounds.
The prices of feedstocks and the prices at which we can sell our refined products fluctuate independently due to a variety of regional and global market factors that are beyond our control, including: • worldwide and domestic supplies of and demand for feedstocks and refined products; • transportation infrastructure cost and availability; • operation levels of other refineries in our markets; • the development by competitors of new refining or renewable conversion capacity; • natural gas and electricity supply costs; • political instability, threatened or actual terrorist incidents, armed conflict or other global political or economic conditions; • local weather conditions; and • the occurrence of other risks described herein.
The prices of feedstocks and the prices at which we can sell our refined products fluctuate independently due to a variety of regional and global market factors that are beyond our control, including: • worldwide and domestic supplies of and demand for feedstocks and refined products; • transportation infrastructure cost and availability; • operation levels of other refineries in our markets; • the development by competitors of new refining or renewable conversion capacity; • natural gas and electricity supply costs; • political instability, threatened or actual terrorist incidents, armed conflict or other global political or economic conditions; • tariffs on goods, including crude oil and other feedstocks, imported into the United States; • local weather conditions; and • the occurrence of other risks described herein.
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 petroleum-based transportation fuels.
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 liquid transportation fuels.
Competitors that produce crude oil are at times better positioned to withstand periods of depressed refining margins or feedstock shortages. We also compete with other companies for customers for our refined petroleum products.
Competitors that produce crude oil are at times better positioned to withstand periods of depressed refining margins or feedstock shortages. 20 T able of Contents We also compete with other companies for customers for our refined petroleum products.
Continuing increases in inflation could impact the commodity markets generally, the overall demand for our products and services, our costs for labor, material and services and the margins we are able to realize on our products, all of which could have an adverse impact on our business, financial position, 19 Table of Contents results of operations and cash flows.
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, results of operations and cash flows.
Reductions 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. Decreases in energy prices can lead to decreases in drilling activity, production rates and investments by third parties in the development of new oil and natural gas reserves.
Reductions 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. Fluctuations in energy prices can negatively affect drilling activity, production rates and investments by third parties in the development of new oil and natural gas reserves.
Our results of operations, financial performance and safety and maintenance efforts could also be adversely impacted to the extent that restrictions on turnaround and maintenance activities are imposed by the CEC.
Our results of operations, financial 27 T able of Contents performance and safety and maintenance efforts could also be adversely impacted to the extent that restrictions on turnaround and maintenance activities are imposed by the CEC.
New regulations or changes in existing regulations could result in increased compliance expenditures. For example, in 2015, the U.S. Department of Transportation issued new standards and regulations applicable to crude-by-rail transportation (Enhanced Tank Car Standards and Operational Controls for High-Hazard Flammable Trains).
New regulations or changes in existing regulations could result in increased compliance expenditures. For example, in 2015, the DOT issued new standards and regulations applicable to crude-by-rail transportation (Enhanced Tank Car Standards and Operational Controls for High-Hazard Flammable Trains).
We cannot reasonably predict the impact that full implementation of SBx 1-2 will have on our California operations or our company nor can we predict the impact from similarly focused legislation or actions in other jurisdictions in which we operate our refineries.
We cannot reasonably predict the impact that full implementation of SB X1-2 or AB X2-1 will have on our California operations or our company nor can we predict the impact from similarly focused legislation or actions in other jurisdictions in which we operate our refineries.
Laws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment; • solid and hazardous waste management; • the regulatory classification of materials currently or formerly used in our business; • pollution prevention; • climate change and GHG emissions; • characteristics and composition of transportation fuels, including the quantity of renewable fuels that must be blended into transportation fuels; • public and employee safety and health; • permitting; • inherently safer technology; and • facility security.
Laws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment; • solid and hazardous waste management; 24 T able of Contents • the regulatory classification of materials currently or formerly used in our business; • pollution prevention; • climate change and GHG emissions; • characteristics and composition of transportation fuels, including the quantity of renewable fuels that must be blended into transportation fuels; • the production, importation, use, and disposal of specific chemicals; • public and employee safety and health; • permitting; • inherently safer technology; and • facility security.
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 MTBE.
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 methyl tert-butyl ether (“MTBE”).
This impact may also be exacerbated due to the extent of MPLX’s commodity-based contracts, which are more directly impacted by changes in natural gas and NGL prices than its fee-based contracts due to frac spread exposure and may result in operating losses when natural gas becomes more expensive on a Btu equivalent basis than NGL products.
This impact may also be exacerbated in circumstances where MPLX’s 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.
Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for petroleum-based transportation fuels. Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new petroleum-fueled vehicles may decrease the demand and may increase the cost for our transportation fuels.
Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels. Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new internal combustion engine vehicles may decrease the demand and may increase the cost for our transportation fuels.
In 2021, several automobile manufacturers jointly announced their shared goal that 40-50 percent of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030. Other automobile manufacturers have similar, or more aggressive, goals with respect to vehicle electrification.
Moreover, consumer acceptance and market penetration of electric, hybrid and alternative fuel vehicles continues to increase. In 2021, several automobile manufacturers jointly announced their shared goal that 40-50 percent of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030. Other automobile manufacturers have similar, or more aggressive, goals with respect to vehicle electrification.
At December 31, 2023, our total debt obligations for borrowed money and finance lease obligations were $27.62 billion, including $20.71 billion of obligations of MPLX and its subsidiaries. We may incur substantial additional debt obligations in the future.
At December 31, 2024, our total debt obligations for borrowed money and finance lease obligations were $27.80 billion, including $21.21 billion of obligations of MPLX and its subsidiaries. We may incur substantial additional debt obligations in the future.
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, 18 Table of Contents 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.
We rely on such systems to process, transmit and 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.
These limitations could have an adverse impact on the liquidity of the market for our common stock if holders are unable to transfer 28 Table of Contents shares to non-U.S. citizens due to the limitations on ownership by non-U.S. citizens.
These limitations could have an adverse impact on the liquidity of the market for our common stock if holders are unable to transfer shares to non-U.S. citizens due to the limitations on ownership by non-U.S. citizens. Any such limitation on the liquidity of the market for our common stock could adversely impact the market price of our common stock.
The prices for oil, natural gas and NGLs depend upon factors beyond our control, including global and local demand, production levels, changes in interstate pipeline gas quality specifications, imports and exports, seasonality and weather conditions, economic and political conditions domestically and internationally and governmental regulations.
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, alternative energy sources such as wind, solar and other renewable energy technologies, economic and political conditions domestically and internationally and governmental regulations.
These laws and regulations continue to increase in both number and complexity and affect our business.
Our business is subject to numerous environmental laws and regulations. These laws and regulations continue to increase in both number and complexity and affect our business.
Cybersecurity events 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 personally identifiable information, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory review 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.
To date, the impacts of prior events and incidents have not had a material adverse effect on us. 19 T able of Contents Cybersecurity 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 personal data, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory 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.
We accounted for certain acquisitions using the acquisition method of accounting, which requires that the assets and liabilities of the acquired business be recorded to our balance sheet at their respective fair values as of the acquisition date.
We accounted for certain acquisitions using the acquisition method of accounting, which requires that the assets and liabilities of the acquired business be recorded to our balance sheet at their respective fair values as of the acquisition date. Any excess of the purchase consideration over the fair value of the acquired net assets is recognized as goodwill.
Any such limitation on the liquidity of the market for our common stock could adversely impact the market price of our common stock. General Risk Factors Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.
General Risk Factors Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.
Our assets are subject to acute physical risks, such as floods, hurricane-force winds, wildfires, winter storms, and earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface conditions, and chronic physical risks, such as sea-level rise or water shortages.
Our assets are subject to acute physical risks, such as floods, hurricane-force winds, wildfires, winter storms, and earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface conditions, and chronic physical risks, such as sea-level rise or water shortages. For example, in 2024, our Tampa Terminal and other logistics assets were adversely affected by hurricanes.
Any of such results could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. The availability and cost of renewable identification numbers could have an adverse effect on our financial condition and results of operations.
Any of such results could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.
Such impacts could adversely impact MPLX’s ability to execute its long‑term organic growth projects, satisfy obligations to its customers and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments.
Such impacts could adversely impact MPLX’s ability to execute its long‑term organic growth projects, satisfy obligations to its customers and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments. 21 T able of Contents Severe weather events, other climate conditions and earth movement and other geological hazards may adversely affect our assets and ongoing operations.
To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin, our financial results and profitability could be adversely affected.
To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin or requires that petroleum refiners maintain a minimum inventory of transportation fuels, our financial results and profitability could be adversely affected.
In the event of a work stoppage impacting operations, we have a contingency plan in place to continue operations. In addition, some states in which we operate require refinery owners to pay prevailing wages to contract craft workers and restrict refiners’ ability to hire qualified employees to a limited pool of applicants.
In addition, some states in which we operate require refinery owners to pay prevailing wages to contract craft workers and restrict refiners’ ability to hire qualified employees to a limited pool of applicants.
Financial Risks We have significant debt obligations; therefore, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or downgrade of our credit ratings, a decrease in debt capacity or unsecured commercial credit available to us, or by factors adversely affecting credit markets generally.
Similarly, any similar event that severely disrupts the markets we serve could materially and adversely affect our results of operations, financial position and cash flows. 22 T able of Contents Financial Risks We have significant debt obligations; therefore, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or downgrade of our credit ratings, a decrease in debt capacity or unsecured commercial credit available to us, or by factors adversely affecting credit markets generally.
To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows. 20 Table of Contents We are subject to risks arising from our operations outside the United States and generally to worldwide political and economic developments.
To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows.
We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and processes available to mitigate such risks.
The occurrence of these and similar events have had, and may in the future have, an adverse effect on our assets and operations. We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and processes available to mitigate such risks.
Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems. We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events of varying degrees.
Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems.
Governments and private parties may continue to file lawsuits or initiate regulatory action based on allegations that certain public statements regarding climate change and other ESG related matters and practices by companies are false and misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes, presenting a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or ESG disclosures and practices. 24 Table of Contents Attorneys general and other government officials may continue to pursue litigation in which they seek to recover civil damages against us on behalf of a state or its citizens for a variety of claims, including violation of consumer protection and product pricing laws or natural resources damages.
Governments and private parties may continue to file lawsuits or initiate regulatory action based on allegations that certain public statements regarding climate change and other ESG related matters and practices by companies are false and misleading “greenwashing” that violate deceptive trade practices and consumer protection statutes, presenting a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or ESG disclosures and practices.
Further, our reputation could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.
Further, our reputation could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations. 26 T able of Contents Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price.
Any of these outcomes could have a material adverse effect on our business and results of operations. If California or other jurisdictions (i) establish a maximum refining margin and impose a financial penalty for profits above such maximum refining margin or (ii) impose restrictions on turnaround and maintenance activities, our financial results and profitability could be adversely affected.
If California or other jurisdictions (i) establish a maximum refining margin and impose a financial penalty for profits above such maximum refining margin, (ii) impose restrictions on turnaround and maintenance activities or (iii) require that petroleum refiners maintain a minimum inventory of transportation fuels , our financial results and profitability could be adversely affected.
NHTSA’s amended 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 revised model year 2023-2026 CO2 emission standards, which were finalized in December 2021, result in average fuel economy of 40 mpg in model year 2026.
EPA and NHTSA have promulgated separate rules setting more stringent requirements for vehicles. NHTSA’s 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 model year 2023-2026 CO2 emission standards result in average fuel economy of 40 mpg in model year 2026.
We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and technologies become available. Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.
Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.
If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade. Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows.
If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade.
Any attack or targeted disruption of our operations, those of our customers or, in some cases, those of other energy industry participants, could have a material and adverse effect on our business. Similarly, any similar event that severely disrupts the markets we serve could materially and adversely affect our results of operations, financial position and cash flows.
Any attack or targeted disruption of our operations, those of our customers or, in some cases, those of other energy industry participants, could have a material and adverse effect on our business.
Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce.
We have several large capital projects underway, including efficiency and modernization improvements at our Los Angeles Refinery and a Distillate Hydrotreater project at our Galveston Bay Refinery. Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce.
We are exposed to the volatility in the market price of RINs. We cannot predict the future prices of RINs. RINs prices are dependent upon a variety of factors, including EPA regulations, the availability of RINs for purchase, and levels of transportation fuels produced, which can vary significantly from quarter to quarter.
Prices are dependent upon a variety of factors, including EPA, LCFS, and other regulations, reduction of the benefits, the availability of RINs or credits for purchase, 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.
You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Business and Operational Risks Our financial results are affected by volatile refining margins, which are dependent on factors beyond our control.
Business and Operational Risks Our financial results are affected by volatile refining margins, which are dependent on factors beyond our control.
These and other cybersecurity threats may originate with criminal attackers, advanced persistent threats and nation-state actors, state-sponsored actors or employee error or malfeasance.
These and other cybersecurity threats may originate with criminal attackers, advanced persistent threats and nation-state actors, state-sponsored actors or employee error or malfeasance. Cybersecurity threat actors also may attempt to exploit vulnerabilities in software, including software commonly used by companies in cloud-based services and bundled software.
We operate and sell some of our products and procure some feedstocks outside the United States.
We are subject to risks arising from our operations outside the United States and generally to worldwide political and economic developments. We operate and sell some of our products and procure some feedstocks outside the United States.
Our operations could be disrupted if we are unable to maintain or obtain real property rights required for our business.
Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows. 28 T able of Contents Our operations could be disrupted if we are unable to maintain or obtain real property rights required for our business.
Legal and Regulatory Risks We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental or other laws or regulations. Future environmental laws and regulations may impact our current business plans and reduce demand for our products and services. Our business is subject to numerous environmental laws and regulations.
Legal and Regulatory Risks We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations. 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.
In addition, the purchase and resale of natural gas and NGLs in the ordinary course exposes our Midstream operations to volatility in natural gas or NGL prices due to the potential difference in the time of the purchases and sales and the potential difference in the price associated with each transaction, and direct exposure may also occur naturally as a result of production processes.
In addition, the purchase and resale of natural gas and NGLs in the ordinary course exposes MPLX to significant risk of volatility in natural gas or NGL prices due to the potential difference in price at the time of the purchases and then the subsequent sales.
We do not insure against all potential losses, and, therefore, our business, financial condition, results of operations and cash flows could be adversely affected by unexpected liabilities and increased costs. We maintain insurance coverage in amounts we believe to be prudent against many, but not all, potential liabilities arising from operating hazards.
We maintain insurance coverage in amounts we believe to be prudent against many, but not all, potential liabilities arising from operating hazards.
In 2022, MPC established a target to reduce GHG emissions and MPLX established a target to reduce methane emissions intensity. These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis.
These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis. We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and technologies become available.
Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price. Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures regarding climate-related initiatives.
Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures regarding climate-related initiatives. In 2022, MPC established a target to reduce GHG emissions and MPLX established a target to reduce methane emissions intensity.
Large capital projects can be subject to delays, take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns. We have several large capital projects underway, including efficiency and modernization improvements at our Los Angeles Refinery and a Distillate Hydrotreater project at our Galveston Bay Refinery.
Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment. Large capital projects can be subject to delays, take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns.
The risk of counterparty default is heightened in a poor economic environment. In addition, we may be required to incur additional costs in connection with future regulation of derivative instruments to the extent it is applicable to us.
In addition, we may be required to incur additional costs in connection with future regulation of derivative instruments to the extent it is applicable to us. 23 T able of Contents We do not insure against all potential losses, and, therefore, our business, financial condition, results of operations and cash flows could be adversely affected by unexpected liabilities and increased costs.
Pursuant to the Energy Policy Act of 2005 and the EISA, Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel. A RIN is assigned to each gallon of renewable fuel produced in, or imported into, the United States.
The availability and cost of renewable identification numbers and credits related to low carbon fuel programs and incentives could have an adverse effect on our financial condition and results of operations. Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.
Removed
An Executive Order issued on August 5, 2021, set a goal that 50 percent of all new passenger cars and light trucks sold in 2030 be zero emission vehicles. Consistent with this order, EPA and NHTSA have promulgated separate rules setting more stringent requirements for reductions through model year 2026.
Added
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.
Removed
Other jurisdictions have issued or considered issuing similar mandates, and we expect this trend will continue. Moreover, consumer acceptance and market penetration of electric, hybrid and alternative fuel vehicles continues to increase.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+4 added−0 removed2 unchanged
Biggest changeWe manage third-party service provider cybersecurity risks through contract management, evaluation of applicable security control assessments, and third party risk assessment processes. As of February 28, 2024, we do not believe that any past cybersecurity incidents have had, or are reasonably likely to have, a material adverse effect on the company, including our business, operations or financial condition.
Biggest changeAs of February 27, 2025, we do not believe that any risks from cybersecurity threats, including as a result of past cybersecurity incidents, have had, or are reasonably likely to have, a material adverse effect on the company, including our business strategy, results of operations or financial condition.
These enterprise-wide processes are based upon policies, practices and standards that guide us on identifying, assessing and managing material cybersecurity risks and include, but are not limited to: 29 Table of Contents • placing security limits on physical and network access to our information technology (“IT”) and operating technology (“OT”) systems; • employing internal IT and OT controls designed to detect cybersecurity threats by collecting and analyzing data in our centralized cybersecurity operations center; • utilizing layers of defensive methodologies designed to facilitate cyber resilience, minimize attack surfaces and provide flexibility and scalability in our ability to address cybersecurity risks and threats; • providing cybersecurity threat and awareness training to employees and contractors; • limiting remote network access to our IT and OT network environments; and • assessing our cybersecurity resiliency through various methods, including penetration testing, tabletop exercises with varying scenarios and participants ranging from individuals on our operations teams to executive leadership, and analyzing our corporate cybersecurity incident response plan.
These enterprise-wide processes are based upon policies, practices and standards that guide us on identifying, assessing, and managing material cybersecurity risks and include, but are not limited to: • placing security limits on physical and network access to our information technology (“IT”) and operating technology (“OT”) systems; • employing internal IT and OT controls designed to detect cybersecurity threats by collecting and analyzing data in our centralized cybersecurity operations center; • utilizing layers of defensive methodologies designed to facilitate cyber resilience, minimize attack surfaces, and provide flexibility and scalability in our ability to address cybersecurity risks and threats; • providing cybersecurity threat and awareness training to employees and contractors; • limiting remote network access to our IT and OT network environments; and • assessing our cybersecurity resiliency through various methods, including penetration testing, tabletop exercises with varying scenarios and participants ranging from individuals on our operations teams to executive leadership, and analyzing our corporate cybersecurity incident response plan.
Our management team through consultation with our Senior Vice President and Chief Digital Officer (“CDO”), Vice President and Chief Information Security Officer (“CISO”) and the Audit Committee of our Board use the information gathered from these sources to inform long-term cybersecurity investments and strategies which seek to identify, protect, detect, respond and recover from cybersecurity incidents.
Our management team, through consultation with our Senior Vice President and Chief Digital Officer (“CDO”), Vice President and Chief Information Security Officer (“CISO”), and the Audit Committee of our Board, use the information gathered from these sources to inform long-term cybersecurity investments and strategies which seek to identify cybersecurity threats and protect against, detect, respond to and recover from cybersecurity incidents.
We apply an enterprise risk management (“ERM”) methodology as established and led by our executive leadership team to identify, assess and manage enterprise-level risks. Our cybersecurity risk program directly integrates and is intended to align with our governing ERM program.
We apply an enterprise risk management (“ERM”) methodology as established and led by our executive leadership team and overseen by our Board to identify, assess, and manage enterprise-level risks. Our cybersecurity risk program directly integrates and is intended to align with our governing ERM program.
Our CISO works at the direction of the CDO, who has more than 20 years of executive IT leadership experience and leads the company’s Digital and Information Technology functions that seek to provide innovative, secure, and reliable technology products and services to MPC and its customers. 30 Table of Contents
Our CISO works at the direction of the CDO, who has more than 20 years of executive IT leadership experience and leads the company’s Digital and Information Technology functions that seek to provide innovative, secure, and reliable technology products and services to MPC and its customers.
However, there can be no assurance that our cybersecurity processes will prevent or mitigate cybersecurity incidents or threats and that efforts will always be successful. It is possible that these events may occur and could have a material adverse effect on our business, operations or financial condition.
However, there can be no assurance that our cybersecurity processes will prevent or mitigate cybersecurity incidents or threats and that efforts will always be successful. It is possible that cybersecurity incidents may occur and could have a material adverse effect on our business strategy, results of operations, or financial condition.
Our CDO and CISO are standing members of the ERM committee, comprised of members of senior management, and as part of the committee, report on and evaluate cybersecurity threats and risk management efforts, as communicated to them by way of their direct reports and the larger cybersecurity team.
Our CDO and CISO are standing members of the ERM committee, comprised of members of senior management, and as part of the committee, report on and evaluate cybersecurity threats and risk management efforts, as communicated to them by way of their direct reports and the larger cybersecurity team. The CDO and CISO are responsible for managing risks from cybersecurity threats.
We engage with external resources to contribute to and provide independent evaluation of our cybersecurity practices, including a periodical assessment of our cybersecurity program performed by a third party .
We engage with external resources to contribute to and provide independent evaluation of our cybersecurity practices, including a periodic assessment of our cybersecurity program that is performed by a third party.
See “Business and Operational Risks--We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers” in Item 1A. Risk Factors of this Annual Report on Form 10-K.
See “Business and Operational Risks--We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers” in Item 1A.
Our CISO is responsible for the cybersecurity program which is comprised of Cybersecurity GRC (Governance, Risk & Compliance), Cybersecurity Architecture, Operations & Engineering, and a Cyber Fusion Center that includes Threat Intelligence, Vulnerability Management, & Incident Response.
Additionally, the CDO and CISO, from time to time, meet with members of management to discuss cybersecurity risks, strategy, and threats. Our CISO is responsible for implementing the cybersecurity program which is comprised of Cybersecurity GRC (Governance, Risk & Compliance), Cybersecurity Architecture, Engineering & Operations, and a Cyber Fusion Center that includes Threat Intelligence, Vulnerability Management, & Incident Response.
Governance Our full Board of Directors oversees enterprise-level risks and has delegated to the Audit Committee of our Board oversight of risks from cybersecurity threats as informed through the ERM program.
Risk Factors of this Annual Report on Form 10-K. 31 T able of Contents Governance Our full Board of Directors oversees enterprise-level risks and has delegated to the Audit Committee of our Board oversight of risks from cybersecurity threats as informed through the ERM program.
Our CISO has 30 years of experience in the oil and gas industry and has held various leadership and strategic roles across IT, software R&D and marketing.
Our CISO has 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 marketing, including collectively serving as a chief information security officer for seven years at two publicly traded companies.
The CDO and CISO provides regular cybersecurity briefings to the Board of Directors and the Audit Committee as needed, with a minimum of two briefings per year. The Audit Committee further reviews and provides input on our cybersecurity and information security strategy.
The CDO and CISO provide regular cybersecurity briefings to the Board of Directors including the Audit Committee, with a minimum of two briefings per year and additional briefings as needed. 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.
Added
The information systems, data, assets, infrastructure, and computing environments of our third-party service providers are also at risk of cybersecurity incidents. We manage third-party service provider cybersecurity risks through contract management, evaluation of applicable security control assessments, and third-party risk assessment processes.
Added
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.
Added
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.
Added
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. 32 T able of Contents

Item 2. Properties

Properties — owned and leased real estate

27 edited+4 added−4 removed4 unchanged
Biggest changeThe Dickinson facility is included within the Mid-Continent region and the Martinez facility is included within the West Coast region. 31 Table of Contents The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels under the Marathon, ARCO, Shell, Mobil, Tesoro and other brands, as of December 31, 2023.
Biggest changePaul Park, Minnesota 105 Canton, Ohio 100 Mandan, North Dakota 71 Salt Lake City, Utah 68 Subtotal Mid-Continent region 1,174 West Coast Region Los Angeles, California 365 Anacortes, Washington 119 Kenai, Alaska 68 Subtotal West Coast region 552 Total 2,963 33 T able of Contents The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels mainly under the Marathon and ARCO brands as well as Shell, Mobil, Tesoro and other brands, as of December 31, 2024.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) Includes 102 MMcf/d of volumes gathered for third parties by MPLX’s operated joint venture, Rendezvous Gas Services, L.L.C. (“RGS”). Excludes RGS gathering capacity of 1,032 MMcf/d and volumes gathered by RGS which generally interconnect with MPLX owned Rockies region gathering systems.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) Includes 47 MMcf/d of volumes gathered for third parties by MPLX’s operated joint venture, Rendezvous Gas Services, L.L.C. (“RGS”). Excludes RGS gathering capacity of 1,032 MMcf/d and volumes gathered by RGS which generally interconnect with MPLX owned Rockies region gathering systems.
Item 2. Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained. See the following sections for details of our assets by segment. REFINING & MARKETING The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, 2023.
Item 2. Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained. See the following sections for details of our assets by segment. REFINING & MARKETING The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, 2024.
Actual throughput of 159 MMcf/d representing MPLX’s share of processed volumes is also included and used to compute the utilization presented above. (c) Includes volumes processed at third-party facilities in the Bakken.
Actual throughput of 118 MMcf/d representing MPLX’s share of processed volumes is also included and used to compute the utilization presented above. (c) Includes volumes processed at third-party facilities in the Bakken.
The following table sets forth certain information relating to MPLX’s NGL pipelines as of December 31, 2023.
The following table sets forth certain information relating to MPLX’s NGL pipelines as of December 31, 2024.
Pipeline mileage is excluded from total as it is included with MPLX assets. (b) All system pipeline miles are inactive. 37 Table of Contents The following table sets forth details about our ocean vessels as of December 31, 2023.
Pipeline mileage is excluded from total as it is included with MPLX assets. (b) All system pipeline miles are inactive. The following table sets forth details about our ocean vessels as of December 31, 2024.
The following table sets forth details about MPLX barges and towboats as of December 31, 2023.
The following table sets forth details about MPLX barges and towboats as of December 31, 2024.
As of December 31, 2023, we had partial ownership interests in the following pipeline companies.
As of December 31, 2024, we had partial ownership interests in the following pipeline companies.
(b) Includes approximately 1,192 miles of inactive crude oil pipeline and 201 miles of inactive refined product pipeline. (c) Includes approximately 87 miles and 17 miles of refined product pipelines in which MPLX has partial ownership of 65% and 50%, respectively. (d) Refining logistics assets primarily include tankage.
(b) Includes approximately 1,207 miles of inactive crude oil pipeline and 197 miles of inactive refined product pipeline. (c) Includes approximately 87 miles and 17 miles of refined product pipelines in which MPLX has partial ownership of 65 percent and 50 percent, respectively. (d) Refining logistics assets primarily include tankage.
Diameter ( inches ) Length (miles) Ownership Percentage Crude Oil Systems: MarEn Bakken Company LLC (a) 30" 1,916 25 % Minnesota Pipe Line Company LLC 16" - 24" 975 17 % Wink to Webster Holdings LLC (b) 24" - 36" 652 50 % Illinois Extension Pipeline Company LLC 24" 168 35 % Andeavor Logistics Rio Pipeline LLC 12" 119 67 % LOCAP LLC 48" 57 59 % LOOP LLC 48" 48 41 % Refined Product Systems: Explorer Pipeline Company 10" - 28" 1,872 25 % Natural Gas and NGL Systems: Whistler Pipeline LLC (c) 36" - 42" 498 38 % BANGL LLC (d) 12" - 24" 109 25 % (a) The investment in MarEn Bakken Company LLC includes MPLX’s 9.19 percent indirect interest in a joint venture that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”).
Diameter ( inches ) Length (miles) Ownership Percentage Crude Oil Systems: MarEn Bakken Company LLC (a) 30" 1,916 25 % Minnesota Pipe Line Company LLC 16" - 24" 975 17 % W2W Holdings LLC (b) 24" - 36" 652 50 % Illinois Extension Pipeline Company LLC 24" 168 35 % Andeavor Logistics Rio Pipeline LLC 12" 119 67 % LOCAP LLC 48" 57 59 % LOOP LLC 48" 48 41 % Refined Product Systems: Explorer Pipeline Company 10" - 28" 1,872 25 % (a) The investment in MarEn Bakken Company LLC includes MPLX’s 9.19 percent indirect interest in a joint venture that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”).
Refinery Crude Oil Refining Capacity ( mbpcd ) Gulf Coast Region Galveston Bay, Texas City, Texas 631 Garyville, Louisiana 597 Subtotal Gulf Coast region 1,228 Mid-Continent Region Catlettsburg, Kentucky 300 Robinson, Illinois 253 Detroit, Michigan 140 El Paso, Texas 133 St.
Refinery Crude Oil Refining Capacity ( mbpcd ) Gulf Coast Region Galveston Bay, Texas City, Texas 631 Garyville, Louisiana 606 Subtotal Gulf Coast region 1,237 Mid-Continent Region Catlettsburg, Kentucky 300 Robinson, Illinois 253 Detroit, Michigan 144 El Paso, Texas 133 St.
Class of Equipment Number in Class Capacity ( mbbls ) Inland tank barges 305 8,123 Inland towboats 29 N/A 35 Table of Contents The following tables set forth certain information relating to MPLX’s consolidated and operated joint venture gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines as of and for the year ended December 31, 2023.
Class of Equipment Number in Class Capacity ( mbbls ) Inland tank barges 319 8,568 Inland towboats 29 N/A 37 T able of Contents The following tables set forth certain information relating to MPLX’s consolidated and operated joint venture gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines as of and for the year ended December 31, 2024.
Pipeline System or Storage Asset Diameter ( inches ) Length (miles) Capacity Total crude oil pipeline systems (a)(b) 2" - 42" 5,159 Various Total refined products pipeline systems (a)(b)(c) 4" - 36" 3,788 Various Barge Docks (mbpd) 4,859 Storage assets: (mbbls) Refining Logistics (d) 92,719 Tank Farms 33,452 Caverns 3,632 (a) Includes approximately 16 miles of crude oil pipeline and 2 miles of refined product pipeline leased from third parties.
Pipeline System or Storage Asset Diameter ( inches ) Length (miles) Capacity Total crude oil pipeline systems (a)(b) 2" - 42" 5,172 Various Total refined products pipeline systems (a)(b)(c) 4" - 36" 3,787 Various Barge Docks (mbpd) 4,893 Storage assets: (mbbls) Refining Logistics (d) 93,017 Tank Farms 33,718 Caverns 3,632 (a) Includes approximately 16 miles of crude oil pipeline and 2 miles of refined product pipeline leased from third parties.
The following table sets forth information regarding the pipeline systems which MPLX has an interest in through ownership of its equity method investments as of December 31, 2023.
The following table sets forth information regarding the crude oil and refined product pipeline systems which MPLX has an interest in through ownership of its equity method investments as of December 31, 2024.
The following table sets forth the number of direct dealer locations by state as of December 31, 2023. Location Number of Locations Arizona 68 California 952 Nevada 93 New Mexico 1 Total 1,114 The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, 2023.
The following table sets forth the number of direct dealer locations by state as of December 31, 2024. Location Number of Locations Arizona 68 California 972 Nevada 118 New Mexico 1 Ohio 1 Oregon 1 Total 1,161 The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, 2024.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( thousand barrels ) Light Products Terminals: Alaska 1 231 New York 1 334 Subtotal light products terminals 2 565 Asphalt Terminals: Florida 1 263 Indiana 1 121 Kentucky 4 549 Louisiana 1 54 Michigan 1 12 New York 1 417 Ohio 4 2,207 Pennsylvania 1 451 Tennessee 2 480 Subtotal asphalt terminals 16 4,554 Total owned and operated terminals 18 5,119 33 Table of Contents MIDSTREAM - MPLX 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, 2023.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Light Products Terminals: Alaska 1 202 New York 1 334 Subtotal light products terminals 2 536 Asphalt Terminals: Florida 1 263 Indiana 1 121 Kentucky 4 537 Louisiana 1 54 Michigan 1 12 New York 1 417 Ohio 4 2,207 Pennsylvania 1 451 Tennessee 2 480 Subtotal asphalt terminals 16 4,542 Total owned and operated terminals 18 5,078 35 T able of Contents MIDSTREAM - MPLX 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, 2024.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Refined Products Terminals: Alabama 2 443 Alaska 3 1,540 California 8 3,484 Florida 3 2,265 Georgia 4 982 Idaho 3 999 Illinois 2 562 Indiana 7 3,770 Kentucky 6 2,587 Louisiana 2 5,469 Michigan 8 2,440 Minnesota 1 13 New Mexico 2 470 North Carolina 3 1,343 North Dakota 1 — Ohio 12 3,144 Pennsylvania 1 390 South Carolina 1 371 Tennessee 4 1,149 Texas 1 76 Utah 1 21 Washington 4 920 West Virginia 2 1,564 Subtotal light products terminals 81 34,002 Asphalt Terminals Arizona 3 556 Minnesota 1 — Nevada (a) 1 283 New Mexico 1 38 Texas 1 197 Subtotal asphalt terminals 7 1,074 Total owned and operated terminals 88 35,076 (a) MPLX accounts for this terminal as an equity method investment.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Refined Products Terminals: Alabama 2 443 Alaska 3 1,540 California 8 3,472 Florida 3 2,265 Georgia 4 952 Idaho 3 1,020 Illinois 2 562 Indiana 7 3,770 Kentucky 6 2,587 Louisiana 2 5,469 Michigan 8 2,440 Minnesota 1 13 New Mexico 2 467 North Carolina 3 1,343 North Dakota 1 — Ohio 12 3,144 Pennsylvania 1 390 South Carolina 1 371 Tennessee 4 1,148 Texas 1 76 Utah 1 21 Washington 4 920 West Virginia 2 1,564 Subtotal light products terminals 81 33,977 Asphalt Terminals Arizona 3 552 Minnesota 1 — Nevada (a) 1 274 New Mexico 1 36 Texas 1 206 Subtotal asphalt terminals 7 1,068 Total owned and operated terminals 88 35,045 (a) MPLX accounts for this terminal as an equity method investment.
MPC formed the Martinez Renewables joint venture and began producing renewable diesel at the Martinez facility in 2023. MPLX owns refining logistics assets with 5,977 mbbls of storage capacity associated with the facility and has entered into terminalling and storage service agreements with the joint venture and its partners to provide logistics services for the facility.
MPLX owns refining logistics assets at the Martinez Renewables joint venture facility with 5,914 mbbls of storage capacity associated with the facility and has entered into terminalling and storage service agreements with the joint venture and its partners to provide logistics services for the facility.
De-ethanization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 309 233 75 % Utica Operations 40 7 18 % Rockies Operations 5 — — % Total 354 240 68 % (a) NGL throughput is a weighted average for days in operation.
De-ethanization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 309 265 86 % Utica Operations 40 16 40 % Rockies Operations 5 — — % Total 354 281 80 % (a) NGL throughput is a weighted average for days in operation.
Fractionation & Condensate Stabilization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 413 323 78 % Utica Operations (b) — — — % Southern Appalachia Operations 24 11 46 % Bakken Operations 33 20 61 % Rockies Operations 5 3 60 % Total 475 357 75 % (a) NGL throughput is a weighted average for days in operation.
Fractionation Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 413 336 81 % Utica Operations (b) — — — % Southern Appalachia Operations 24 12 50 % Bakken Operations 33 20 61 % Rockies Operations 5 5 100 % Total 475 373 78 % (a) NGL throughput is a weighted average for days in operation.
Location Number of Branded Outlets Alabama 400 Alaska 48 Arizona 78 California 111 Colorado 12 District of Columbia 2 Florida 622 Georgia 414 Idaho 106 Illinois 165 Indiana 654 Iowa 4 Kentucky 492 Louisiana 62 Maryland 61 Massachusetts 1 Mexico 269 Michigan 720 Minnesota 297 Mississippi 133 Missouri 4 Nevada 18 New Jersey 4 New Mexico 40 New York 74 North Carolina 220 North Dakota 120 Ohio 841 Oregon 43 Pennsylvania 83 Rhode Island 3 South Carolina 104 South Dakota 32 Tennessee 385 Texas 12 Utah 109 Virginia 199 Washington 106 West Virginia 113 Wisconsin 52 Wyoming 4 Total 7,217 32 Table of Contents The Refining & Marketing segment sells transportation fuels through long-term fuel supply contracts to direct dealer locations, primarily under the ARCO brand.
Location Number of Branded Outlets Alabama 409 Alaska 77 Arizona 74 California 300 Colorado 12 District of Columbia 2 Florida 619 Georgia 460 Idaho 104 Illinois 177 Indiana 666 Iowa 9 Kentucky 502 Louisiana 76 Maryland 66 Massachusetts 1 Mexico 281 Michigan 713 Minnesota 314 Mississippi 146 Missouri 8 Nevada 19 New Jersey 9 New Mexico 40 New York 68 North Carolina 238 North Dakota 120 Ohio 901 Oregon 62 Pennsylvania 84 Rhode Island 3 South Carolina 109 South Dakota 31 Tennessee 397 Texas 14 Utah 104 Virginia 227 Washington 115 West Virginia 120 Wisconsin 57 Wyoming 4 Total 7,738 34 T able of Contents The Refining & Marketing segment sells transportation fuels through long-term fuel supply contracts to direct dealer locations, primarily under the ARCO brand.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. 36 Table of Contents Natural Gas Gathering Systems Design Throughput Capacity ( MMcf/d ) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 1,622 1,389 88 % Utica Operations 3,183 2,338 73 % Southwest Operations 2,980 1,772 59 % Bakken Operations 239 165 69 % Rockies Operations (b) 1,637 593 36 % Total 9,661 6,257 65 % (a) Natural gas throughput is a weighted average for days in operation.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. 38 T able of Contents Natural Gas Gathering Systems Design Throughput Capacity ( MMcf/d ) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 1,622 1,521 94 % Utica Operations 3,903 2,544 68 % Southwest Operations 3,180 1,698 55 % Bakken Operations 239 183 77 % Rockies Operations (b) 1,299 633 49 % Total 10,243 6,579 66 % (a) Natural gas throughput is a weighted average for days in operation.
Gas Processing Complexes Design Throughput Capacity (MMcf/d) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 6,320 5,773 91 % Utica Operations 1,325 564 43 % Southern Appalachia Operations 495 216 44 % Southwest Operations (b) 2,545 1,772 70 % Bakken Operations (c) 185 163 88 % Rockies Operations 1,177 483 41 % Total 12,047 8,971 74 % (a) Natural gas throughput is a weighted average for days in operation.
Gas Processing Complexes Design Throughput Capacity (MMcf/d) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 6,520 5,974 92 % Utica Operations 1,325 832 63 % Southwest Operations (b) 2,745 1,844 70 % Southern Appalachia Operations 425 215 51 % Bakken Operations (c) 185 182 98 % Rockies Operations 1,177 616 52 % Total 12,377 9,663 79 % (a) Natural gas throughput is a weighted average for days in operation.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) MPLX operates a condensate stabilization facility with a capacity of 23 mbpd and 77 thousand barrels of condensate storage that is owned by a joint venture in which it has a 62 percent ownership interest.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) MPLX operates a condensate stabilization facility with a capacity of 23 mbpd and 77 thousand barrels of condensate storage. Actual NGL throughput at this facility was 13 mbpd for the year ended December 31, 2024.
(d) BANGL LLC also owns a 42 percent interest in a 323 mile NGL pipeline. 34 Table of Contents The following table sets forth details about MPLX owned and operated terminals as of December 31, 2023. Additionally, MPLX has partial ownership interest in one terminal.
(b) The investment in W2W Holdings LLC includes MPLX’s 16 percent indirect interest in Wink to Webster Pipeline LLC. 36 T able of Contents The following table sets forth details about MPLX owned and operated terminals as of December 31, 2024. Additionally, MPLX has partial ownership interest in one terminal.
NGL Pipelines Diameter (inches) Length (miles) Marcellus Operations 4” - 20” 448 Utica Operations 4” - 20” 178 Southern Appalachia Operations 6” - 8” 140 Southwest Operations 6” - 10" 28 Bakken Operations 6” - 12” 104 Rockies Operations 4” - "10 36 MIDSTREAM - MPC-RETAINED ASSETS AND INVESTMENTS The following table sets forth certain information relating to our crude oil and refined products pipeline systems not owned by MPLX.
Also includes 50 percent indirect interest in Waha Gas Storage, which primarily owns natural gas storage facilities. 39 T able of Contents MIDSTREAM - MPC-RETAINED ASSETS AND INVESTMENTS The following table sets forth certain information relating to our crude oil and refined products pipeline systems not owned by MPLX.
Class of Equipment Number in Class Capacity ( mbbls ) Jones Act product tankers 4 1,320 750 Series ATB vessels (a) 3 990 (a) Represents ownership through our indirect noncontrolling 50 percent interest in Crowley Blue Water Partners.
Class of Equipment Number in Class Capacity ( mbbls ) Jones Act medium range product tankers 4 1,320 Jones Act 750 Series ATB vessels 3 990 RENEWABLE DIESEL Our Dickinson, North 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
Paul Park, Minnesota 105 Canton, Ohio 100 Mandan, North Dakota 71 Salt Lake City, Utah 68 Subtotal Mid-Continent region 1,170 West Coast Region Los Angeles, California 365 Anacortes, Washington 119 Kenai, Alaska 68 Subtotal West Coast region 552 Total 2,950 The Dickinson, North Dakota, renewable fuels facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases.
Added
NGL Pipelines Diameter (inches) Length (miles) Marcellus Operations 6"- 20" 443 Utica Operations 4" - 20" 185 Southern Appalachia Operations 6" - 8" 140 Southwest Operations 6" - 16" 137 Bakken Operations 6" - 12" 104 Rockies Operations 4" - 8" 36 Total 1,045 In addition to the MPLX-operated equity method investments included in the above tables, MPLX also has ownership interests in natural gas & NGL pipeline systems through the following entities: Diameter (inches) Length (miles) Ownership Percentage Natural Gas Pipelines: Delaware Basin Residue, LLC (a) 12" - 42" 249 10 % MXP Parent, LLC (b) 36" - 42" 580 5 % WPC Parent, LLC (c) 36" - 42" 541 30 % NGL Pipelines: Panola Pipeline Company, LLC 8" - 20" 253 15 % (a) Includes Agua Blanca Pipeline and Carlsbad Gateway Pipeline.
Removed
The design capacity of the Martinez facility, a renewable diesel facility, is up to 730 million gallons per year.
Added
(b) Includes Matterhorn Express Pipeline. (c) Includes MPLX’s indirect interest in Whistler Pipeline as well as its 70 percent indirect ownership in the ADCC Pipeline lateral.
Removed
(b) The investment in W2W Holdings LLC includes MPLX’s 15 percent indirect interest in a joint venture that has partial ownership of the Wink to Webster pipeline system. (c) Whistler Pipeline LLC also owns a 50 percent interest in a joint venture owning primarily natural gas storage facilities.
Added
The Martinez, California renewable diesel facility has the capacity to produce 730 million gallons per year. Our Green Bison Soy Processing, LLC joint venture with ADM includes a facility in Spiritwood, North Dakota, which 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
Actual NGL throughput at this facility was 13 mbpd for the year ended December 31, 2023.
Added
We own a feedstock 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe names of the courts in which the proceedings are pending and the dates instituted are as follows: Plaintiff Date Instituted Name of Court(s) where pending 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 State of Rhode Island July 2, 2018 Superior Court of Providence County Mayor and City Council of Baltimore, Maryland July 20, 2018 Circuit Court of Baltimore County City and County of Honolulu, Hawaii March 9, 2020 Circuit Court of the First Circuit (State of Hawaii) City of Charleston, South Carolina September 9, 2020 Court of Common Pleas of the 9th Circuit; US Court of Appeals for the Fourth Circuit State of Delaware September 10, 2020 Superior Court of Hudson County County of Maui, Hawaii October 12, 2020 Circuit Court of the Second Circuit (State of Hawaii) City of Annapolis, Maryland February 22, 2021 Maryland Circuit Court, Anne Arundel County; US Court of Appeals for the Fourth Circuit Anne Arundel County, Maryland April 26, 2021 Maryland Circuit Court, Anne Arundel County; U.S.
Biggest changeThe names of the courts in which the proceedings are pending and the dates instituted are as follows: Plaintiff Date Instituted Name of Court(s) where pending State of Rhode Island July 2, 2018 Superior Court of Providence County Mayor and City Council of Baltimore, Maryland July 20, 2018 Circuit Court of Baltimore County; The Appellate Court of Maryland City and County of Honolulu, Hawaii March 9, 2020 Circuit Court of the First Circuit (State of Hawaii) City of Charleston, South Carolina September 9, 2020 Court of Common Pleas of the 9th Circuit; US Court of Appeals for the Fourth Circuit State of Delaware September 10, 2020 Superior Court of Hudson County County of Maui, Hawaii October 12, 2020 Circuit Court of the Second Circuit (State of Hawaii) City of Annapolis, Maryland February 22, 2021 Maryland Circuit Court, Anne Arundel County Anne Arundel County, Maryland April 26, 2021 Maryland Circuit Court, Anne Arundel County County of Multnomah, Oregon June 22, 2023 Circuit Court for the State of Oregon Dakota Access Pipeline MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) which owns and operates the Bakken Pipeline system.
If the vacation 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.
If the 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.
If the vacation of the easement results in a temporary shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown.
If the 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.
Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. On November 8, 2023, the Court granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims.
Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. On November 8, 2023, the District Court of North Dakota granted THPP’s motion to sever and stay the U.S.
As of December 31, 2023, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.
As of December 31, 2024, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.
Edwardsville Incident In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka 22” line near Edwardsville, Illinois.
THPP continues not to operate the portion of the pipeline that crosses the property at issue. 41 T able of Contents Edwardsville Incident In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka 22” line near Edwardsville, Illinois.
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 easement.
In 2020, the 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 easement going forward.
The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies.
The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies. The pipeline remains operational while the Army Corps finalizes its decision which will follow the issuance of the final EIS.
The pipeline remains operational while the Army Corps finalizes its decision which is expected to be issued by the end of 2024. 38 Table of Contents MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.
MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.
We cannot currently estimate the amount of any civil penalty or the timing of the resolution of this matter but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows. Item 4. Mine Safety Disclosures Not applicable 39 Table of Contents PART II
We cannot currently estimate the amount of any civil penalty or the timing of the resolution of 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.
Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing, or failing to warn of the impacts of their petroleum products, which led to increased demand and worsened climate change. Plaintiffs are seeking unspecified damages and abatement under various tort theories, as well as breaches of consumer protection and unfair trade statutes.
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 40 T able of Contents increased demand and worsened climate change.
The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. THPP continues not to operate the portion of the pipeline that crosses the property at issue.
Government Parties’ counterclaims. The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.
Removed
Similar lawsuits may be filed in other jurisdictions.
Added
Plaintiffs are seeking unspecified damages and abatement under various tort theories, as well as breaches of consumer protection and unfair trade statutes. Similar lawsuits may be filed in other jurisdictions.
Removed
Court of Appeals for the Fourth Circuit County of Multnomah, Oregon June 22, 2023 U.S. District Court of Oregon Dakota Access Pipeline MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) which owns and operates the Bakken Pipeline system. In 2020, the D.D.C. ordered the U.S.
Added
According to public statements from Army Corps officials, the EIS is now expected to be issued in 2025.
Removed
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
The EPA may seek payment of stipulated penalties for violations of the consent decree as a condition of termination.
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−0 removed0 unchanged
Biggest changeThese share repurchase authorizatio ns have no expiration date. (c) The maximum dollar value remaining has been reduced by the payment of any commissions paid to brokers during the relevant period. 40 Table of Contents
Biggest changeOn November 5, 2024, we announced that our board of directors had approved an additional $5.0 billion share repurchases authorization. These share repurchase authorizatio ns have no expiration date. (c) The maximum dollar value remaining has been reduced by the amount of any commissions paid to brokers.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February 23, 2024, there were approximately 24,695 registered holders of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February 21, 2025, there were approximately 23,386 registered holders of our common stock.
The weighted average price includes any commissions paid to brokers during the relevant period. (b) On May 2, 2023, we announced that our board of directors had approved a $5.0 billion share repurchase authorization. On October 25, 2023, we announced that our board of directors had approved an additional $5.0 billion share repurchase authorization.
The weighted average price includes any commissions paid to brokers during the relevant period. The weighted average price does not include any excise tax on share repurchases. (b) On April 30, 2024, we announced that our board of directors had approved a $5.0 billion share repurchase authorization.
Issuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2023, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Millions of Dollars Period Total Number of Shares Purchased Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)(c) 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 (a) Amounts in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations.
Issuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2024, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Millions of Dollars Period Total Number of Shares Purchased Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)(c) 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 (a) Amounts in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations.
Added
The maximum dollar value remaining has not been reduced by the amount of any excise tax. 43 T able of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

147 edited+46 added−37 removed101 unchanged
Biggest changeConsolidated Results of Operations (Millions of dollars) 2023 2022 2023 vs. 2022 Variance 2021 2022 vs. 2021 Variance Revenues and other income: Sales and other operating revenues (a) $ 148,379 $ 177,453 $ (29,074) $ 119,983 $ 57,470 Income (loss) from equity method investments 742 655 87 458 197 Net gain on disposal of assets 217 1,061 (844) 21 1,040 Other income 969 783 186 468 315 Total revenues and other income 150,307 179,952 (29,645) 120,930 59,022 Costs and expenses: Cost of revenues (excludes items below) 128,566 151,671 (23,105) 110,008 41,663 Depreciation and amortization 3,307 3,215 92 3,364 (149) Selling, general and administrative expenses 3,039 2,772 267 2,537 235 Other taxes 881 825 56 721 104 Total costs and expenses 135,793 158,483 (22,690) 116,630 41,853 Income from continuing operations 14,514 21,469 (6,955) 4,300 17,169 Net interest and other financial costs 525 1,000 (475) 1,483 (483) Income from continuing operations before income taxes 13,989 20,469 (6,480) 2,817 17,652 Provision for income taxes on continuing operations 2,817 4,491 (1,674) 264 4,227 Income from continuing operations, net of tax 11,172 15,978 (4,806) 2,553 13,425 Income from discontinued operations, net of tax — 72 (72) 8,448 (8,376) Net income 11,172 16,050 (4,878) 11,001 5,049 Less net income attributable to: Redeemable noncontrolling interest 94 88 6 100 (12) Noncontrolling interests 1,397 1,446 (49) 1,163 283 Net income attributable to MPC $ 9,681 $ 14,516 $ (4,835) $ 9,738 $ 4,778 (a) In accordance with discontinued operations accounting, Speedway sales to retail customers and net results are reflected in Income from discontinued operations, net of tax, and Refining & Marketing intercompany sales to Speedway are presented as third-party sales through the close of the sale on May 14, 2021. 2023 Compared to 2022 Net income attributable to MPC decreased $4.84 billion in 2023 compared to 2022, primarily due to lower Refining & Marketing margins and net gain on the disposal of assets.
Biggest changeConsolidated Results of Operations (Millions of dollars) 2024 2023 2024 vs. 2023 Variance 2022 2023 vs. 2022 Variance Revenues and other income: Sales and other operating revenues $ 138,864 $ 148,379 $ (9,515) $ 177,453 $ (29,074) Income from equity method investments 1,048 742 306 655 87 Net gain on disposal of assets 28 217 (189) 1,061 (844) Other income 472 969 (497) 783 186 Total revenues and other income 140,412 150,307 (9,895) 179,952 (29,645) Costs and expenses: Cost of revenues (excludes items below) 126,240 128,566 (2,326) 151,671 (23,105) Depreciation and amortization 3,337 3,307 30 3,215 92 Selling, general and administrative expenses 3,221 3,039 182 2,772 267 Other taxes 818 881 (63) 825 56 Total costs and expenses 133,616 135,793 (2,177) 158,483 (22,690) Income from continuing operations 6,796 14,514 (7,718) 21,469 (6,955) Net interest and other financial costs 839 525 314 1,000 (475) Income from continuing operations before income taxes 5,957 13,989 (8,032) 20,469 (6,480) Provision for income taxes on continuing operations 890 2,817 (1,927) 4,491 (1,674) Income from continuing operations, net of tax 5,067 11,172 (6,105) 15,978 (4,806) Income from discontinued operations, net of tax — — — 72 (72) Net income 5,067 11,172 (6,105) 16,050 (4,878) Less net income attributable to: Redeemable noncontrolling interest 27 94 (67) 88 6 Noncontrolling interests 1,595 1,397 198 1,446 (49) Net income attributable to MPC $ 3,445 $ 9,681 $ (6,236) $ 14,516 $ (4,835) 2024 Compared to 2023 Net income attributable to MPC decreased $6.24 billion in 2024 compared to 2023, primarily due to lower Refining & Marketing margins, partially offset by a decreased provision for income taxes.
The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and does not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques.
The fair value accounting standards do not prescribe which valuation technique should be used when measuring fair value and do not prioritize among the techniques. These standards establish a fair value hierarchy that prioritizes the inputs used in applying the various valuation techniques.
Financial Statements and Supplementary Data – Note 25 includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive loss reported on the year-end balance sheets. ACCOUNTING STANDARDS NOT YET ADOPTED Refer to Item 8.
Financial Statements and Supplementary Data – Note 24 includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive loss reported on the year-end balance sheets. ACCOUNTING STANDARDS NOT YET ADOPTED Refer to Item 8.
At December 31, 2023, we had no borrowings outstanding under the commercial paper program. MPC’s bank revolving credit facility and trade receivables facility contain representations and warranties, affirmative and negative covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature.
At December 31, 2024, we had no borrowings outstanding under the commercial paper program. MPC’s bank revolving credit facility and trade receivables facility contain representations and warranties, affirmative and negative covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature.
Maintenance capital is expected to be approximately $375 million which is essential to maintain the safety, integrity and reliability of our assets. Major capital projects completed over the last three years have focused on refinery optimization, production of higher value products, increased capacity to upgrade residual fuel oil and expanded export capacity.
Maintenance capital is expected to be approximately $350 million, which is essential to maintain the safety, integrity and reliability of our assets. Major capital projects completed over the last three years have focused on refinery optimization, production of higher value products, increased capacity to upgrade residual fuel oil and expanded export capacity.
This was a decrease of $83 million, compared to the year ended December 31, 2022, largely due to lower energy costs, partially offset by higher project expense. These expenses relate to projects that are regularly performed during refinery turnarounds, of which we had more in 2023, compared to 2022.
This was a decrease of $101 million, compared to the year ended December 31, 2022, largely due to lower energy costs, partially offset by higher project expense. These expenses relate to projects that are regularly performed during refinery turnarounds, of which we had more in 2023, compared to 2022.
The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale. • In 2022, the change in net cash provided by continuing operations was primarily due to maturities and sales of short-term investments of $7.16 billion and $1.30 billion, respectively, partially offset by purchases of short-term investments of $6.02 billion.
The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale. • In 2022, the change in net cash provided was primarily due to maturities and sales of short-term investments of $7.16 billion and $1.30 billion, respectively, partially offset by purchases of short-term investments of $6.02 billion.
Substantially all of our commodity derivatives are cleared through exchanges which provide active trading information for identical derivatives and do not require any assumptions in arriving at fair value. Fair value estimation for all our derivative instruments is discussed in Item 8. Financial Statements and Supplementary Data – Note 18.
Substantially all of our commodity derivatives are cleared through exchanges which provide active trading information for identical derivatives and do not require any assumptions in arriving at fair value. Fair value estimation for all our derivative instruments is discussed in Item 8. Financial Statements and Supplementary Data – Note 17.
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time. See Item 8. Financial Statements and Supplementary Data – Note 6 for further discussion of the MPLX unit repurchase program.
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time. See Item 8. Financial Statements and Supplementary Data – Note 5 for further discussion of the MPLX unit repurchase program.
(b) Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2024 will be sour crude. (c) Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland.
(b) Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2025 will be sour crude. (c) Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland.
These factors had an estimated net positive impact on Refining & Marketing segment adjusted EBITDA of approximately $700 million in 2023 compared to 2022. For the year ended December 31, 2023, refining operating costs, excluding depreciation and amortization, were $5.75 billion.
These factors had an estimated net positive impact on Refining & Marketing segment adjusted EBITDA of approximately $700 million in 2023 compared to 2022. For the year ended December 31, 2023, refining operating costs, excluding depreciation and amortization, were $5.63 billion.
MPLX’s bank revolving credit facility contains representations and warranties, covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature. As of December 31, 2023, we were in compliance with such covenants and restrictions. See Item 8.
MPLX’s bank revolving credit facility contains representations and warranties, covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature. As of December 31, 2024, we were in compliance with such covenants and restrictions. See Item 8.
Financial Statements and Supplementary Data – Note 18 for disclosures regarding our fair value measurements. Significant uses of fair value measurements include: • assessment of impairment of long-lived assets, intangible assets, goodwill and equity method investments; • recorded values for assets acquired and liabilities assumed in connection with acquisitions; and • recorded values of derivative instruments.
Financial Statements and Supplementary Data – Note 17 for disclosures regarding our fair value measurements. Significant uses of fair value measurements include: • assessment of impairment of long-lived assets, intangible assets, goodwill and equity method investments; • recorded values for assets acquired and liabilities assumed in connection with acquisitions; and • recorded values of derivative instruments.
These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Select results for continuing operations for 2023 and 2022 are reflected in the following table.
These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Select results for continuing operations for 2024 and 2023 are reflected in the following table.
Financial Statements and Supplementary Data – Note 8 for discussion of activity with related parties. ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations.
Financial Statements and Supplementary Data – Note 7 for discussion of activity with related parties. ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations.
A goodwill impairment loss is measured as the amount by which a reporting unit's carrying value exceeds its fair value, without exceeding the recorded amount of goodwill. At December 31, 2023, MPC had four reporting units with goodwill totaling approximately $8.24 billion.
A goodwill impairment loss is measured as the amount by which a reporting unit's carrying value exceeds its fair value, without exceeding the recorded amount of goodwill. At December 31, 2024, MPC had four reporting units with goodwill totaling approximately $8.24 billion.
This could result in the deconsolidation or consolidation of the affected subsidiary, which would have a significant impact on our financial statements. Variable Interest Entities are discussed in Item 8. Financial Statements and Supplementary Data – Note 7.
This could result in the deconsolidation or consolidation of the affected subsidiary, which would have a significant impact on our financial statements. Variable Interest Entities are discussed in Item 8. Financial Statements and Supplementary Data – Note 6.
We recorded a combined federal, state and foreign income tax expense of $4.49 billion for the year ended December 31, 2022, which was higher than the tax computed at the U.S. statutory rate primarily due to state taxes, partially offset by permanent tax benefits related to net income attributable to noncontrolling interests.
We recorded a combined federal, state and foreign income tax expense of $4.49 billion for the year ended December 31, 2022, which was higher than the tax computed at the U.S. statutory rate primarily due to state taxes, partially offset by permanent tax benefits related to net income attributable to noncontrolling interests. See Item 8.
For the annual impairment assessment as of November 30, 2023, management performed only a qualitative assessment for three reporting units as we determined it was more likely than not that the fair value of the reporting units exceeded the carrying value.
For the annual impairment assessment as of November 30, 2024, management performed only a qualitative assessment for three reporting units as we determined it was more likely than not that the fair value of the reporting units exceeded the carrying value.
In addition, a downgrade of our senior unsecured debt rating to below investment-grade levels could, under certain circumstances, impact our ability to purchase crude oil on an unsecured basis and could result in us having to post letters of credit under existing transportation services or other agreements. 58 Table of Contents See Item 8.
In addition, a downgrade of our senior unsecured debt rating to below investment-grade levels could, under certain circumstances, impact our ability to purchase crude oil on an unsecured basis and could result in us having to post letters of credit under existing transportation services or other agreements. See Item 8.
An increase of one percentage point to the discount rate used to estimate the fair value of the reporting unit would not have resulted in a goodwill impairment charge as of November 30, 2023.
An increase of one percentage point to the discount rate used to estimate the fair value of the reporting unit would not have resulted in a goodwill impairment charge as of November 30, 2024.
Significant assumptions that were used to estimate the Crude Gathering reporting unit’s fair values under the discounted cash flow method included management’s best estimates of the discount rate, as well as estimates of future cash flows, which are impacted primarily by producer customers’ development plans, which impact the reporting unit’s future volumes and capital requirements.
Significant assumptions that were used to estimate the Crude Gathering reporting unit’s fair values 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 producers’ development plans, which impact the reporting unit’s future volumes and capital requirements.
In addition, the facility allows for the issuance of letters of credit in excess of the committed capacity at the discretion of the issuing banks. (b) Excludes $1.05 billion of MPLX cash and cash equivalents.
In addition, the facility allows for the issuance of letters of credit in excess of the committed capacity at the discretion of the issuing banks. (b) Excludes $1.52 billion of MPLX cash and cash equivalents.
We intend to repay the short-term maturities with existing cash on hand and/or with the proceeds of new long-term debt, depending on, among other things, market conditions. Our other contractual obligations primarily consist of pension and post-retirement obligations, finance and operating leases and environmental credits liabilities, for which additional information is included in Item 8.
We intend to repay the short-term maturities with existing cash on hand and/or with the proceeds of new long-term debt, depending on, among other things, market conditions. 66 T able of Contents Our other contractual obligations primarily consist of pension and post-retirement obligations, finance and operating leases and environmental credits liabilities, for which additional information is included in Item 8.
Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2023, a LIFO inventory charge of $145 million and for 2022, a LIFO inventory credit of $148 million.
Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2023, a LIFO inventory charge of $157 million and for 2022, a LIFO inventory credit of $149 million.
Our estimates of future operating performance are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions. Such estimates are consistent with those used in our planning and capital investment reviews. • Future volumes.
Our estimates of future operating performance are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions, as well as commodity prices. Such estimates are consistent with those used in our planning and capital investment reviews. • Future volumes.
Non-GAAP Financial Measure Management uses a financial measure to evaluate our operating performance that is calculated and presented on the basis of methodologies other than in accordance with GAAP. The non-GAAP financial measure we use is as follows: Refining & Marketing Margin Refining & Marketing margin is defined as sales revenue less cost of refinery inputs and purchased products.
Non-GAAP Financial Measures Management uses financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP. The non-GAAP financial measures we use are as follows: Refining & Marketing Margin Refining & Marketing margin is defined as sales revenue less cost of refinery inputs and purchased products.
As of December 31, 2023, we were in compliance with such covenants and restrictions. See Item 8. Financial Statements and Supplementary Data – Note 20 for further discussion of MPC’s revolving bank credit facility, trade receivables facility and related covenants and restrictions. Our intention is to maintain an investment-grade credit profile.
As of December 31, 2024, we were in compliance with such covenants and restrictions. See Item 8. Financial Statements and Supplementary Data – Note 19 for further discussion of MPC’s revolving bank credit facility, trade receivables facility and related covenants and restrictions. Our intention is to maintain an investment-grade credit profile.
Refinery crude oil capacity utilization was 92 percent during 2023 and net refinery throughput decreased 37 mbpd in 2023. Refining & Marketing segment adjusted EBITDA decreased $5.71 billion primarily driven by decreased per barrel margin and throughput, increased distribution costs, excluding depreciation and amortization, partially offset by increased other income and decreased refining operating costs, excluding depreciation and amortization.
Refinery crude oil capacity utilization was 92 percent during 2023 and net refinery throughput decreased 36 mbpd in 2023. Refining & Marketing segment adjusted EBITDA decreased $5.55 billion primarily driven by decreased per barrel margin and throughput, increased distribution costs, excluding depreciation and amortization, partially offset by increased other income and decreased refining operating costs, excluding depreciation and amortization.
Refining & Marketing margin, excluding LIFO inventory adjustments, was $23.16 per barrel for 2023 compared to $28.10 per barrel for 2022. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales.
Refining & Marketing margin, excluding LIFO inventory adjustments, was $23.15 per barrel for 2023 compared to $28.04 per barrel for 2022. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales.
The repurchase authorizations have no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans.
The repurchase authorization has no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans.
Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk. 57 Table of Contents Capital Resources MPC, Excluding MPLX We control MPLX through our ownership of the general partner; however, the creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted.
Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk. 62 T able of Contents Capital Resources MPC, Excluding MPLX We control MPLX through our ownership of the general partner; however, the creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted.
However, any downgrades of our senior unsecured debt could increase the applicable interest rates, yields and other fees payable under such agreements and may limit our flexibility to obtain financing in the future, including to refinance existing indebtedness.
However, any downgrades of our senior 63 T able of Contents unsecured debt could increase the applicable interest rates, yields and other fees payable under such agreements and may limit our flexibility to obtain financing in the future, including to refinance existing indebtedness.
Hennigan. 42 Table of Contents Results Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary.
Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary.
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended or discontinued at any time. MPLX Unit Repurchases The table below summarizes MPLX’s total unit repurchases.
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended or discontinued at any time. MPLX Unit Repurchases The table below summarizes MPLX’s total unit repurchases for the last three years.
Distribution costs, excluding depreciation and amortization, were $5.71 billion and $5.27 billion for 2023 and 2022, respectively, and include fees paid to MPLX of $3.84 billion and $3.65 billion for 2023 and 2022, respectively. On a per barrel basis, distribution costs, excluding depreciation and amortization, increased $0.48 primarily due to higher pipeline tariff rates and logistics fee escalations.
Distribution costs, excluding depreciation and amortization, were $5.65 billion and $5.21 billion for 2023 and 2022, respectively, and include fees paid to MPLX of $3.84 billion and $3.65 billion for 2023 and 2022, respectively. On a per barrel basis, distribution costs, excluding depreciation and amortization, increased $0.47 primarily due to higher pipeline tariff rates and logistics fee escalations.
Risk Factors. 62 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
Risk Factors. 67 T able of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
Financial Statements and Supplementary Data – Note 10 for further discussion of the share repurchase plans.
Financial Statements and Supplementary Data – Note 9 for further discussion of the share repurchase plans.
Total revenues and other income decreased $29.65 billion in 2023 compared to 2022 primarily due to: • decreased sales and other operating revenues of $29.07 billion primarily due to decreased average refined product sales prices of $0.52 per gallon, or 17 percent, partially offset by increased refined product sales volumes of 28 mbpd, or 1 percent; • increased income from equity method investments of $87 million largely due to increased income from Midstream equity affiliates, partially offset by decreased income from Refining & Marketing equity affiliates; • decreased net gains on disposal of assets of $844 million mainly due to gains of $549 million on the formation of the Martinez Renewables joint venture and $509 million on a lease reclassification in 2022, partially offset by the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million associated with the remeasurement of MPLX’s existing equity investment in Torñado, arising from the acquisition of the remaining 40 percent interest in 2023; and 46 Table of Contents • increased other income of $186 million largely due to the receipt of insurance proceeds, partially offset by lower income on RIN sales.
Total revenues and other income decreased $29.65 billion in 2023 compared to 2022 primarily due to: • decreased sales and other operating revenues of $29.07 billion primarily due to decreased average refined product sales prices of $0.53 per gallon, or 18 percent, partially offset by increased refined product sales volumes of 12 mbpd; • increased income from equity method investments of $87 million largely due to increased income from Midstream equity affiliates, partially offset by decreased income from our Martinez Renewables joint venture; • decreased net gains on disposal of assets of $844 million mainly due to gains of $549 million on the formation of the Martinez Renewables joint venture and $509 million on a lease reclassification in 2022, partially offset by the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million associated with the remeasurement of MPLX’s existing equity investment in Torñado, arising from the acquisition of the remaining 40 percent interest in 2023; and • increased other income of $186 million largely due to the receipt of insurance proceeds, partially offset by lower income on RIN sales.
Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net positive impact of approximately $18 billion on Refining & Marketing margin, primarily due to higher crack spreads.
Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $7 billion on Refining & Marketing margin, primarily due to lower crack spreads.
As of February 1, 2024, the credit ratings on our senior unsecured debt are as follows. Company Rating Agency Rating MPC Moody’s Baa2 (stable outlook) Standard & Poor’s BBB (stable outlook) Fitch BBB (stable outlook) The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities.
As of January 31, 2025, the credit ratings on our senior unsecured debt are as follows. Company Rating Agency Rating MPC Moody’s Baa2 (stable outlook) Standard & Poor’s BBB (stable outlook) Fitch BBB (stable outlook) The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities.
At December 31, 2023, market values for refined products exceed their cost basis and, therefore, there is no lower of cost or market inventory valuation reserve at the end of the year. Based on movements of refined product prices, future inventory valuation adjustments could have a negative effect to earnings.
At December 31, 2024, market values for refined products exceed 47 T able of Contents their cost basis and, therefore, there is no lower of cost or market inventory valuation reserve at the end of the year. Based on movements of refined product prices, future inventory valuation adjustments could have a negative effect to earnings.
Assumptions about our customers’ drilling activity are inherently subjective and contingent upon a number of variable factors (including future or expected crude oil and natural gas pricing considerations), many of which are 63 Table of Contents difficult to forecast.
Assumptions about our customers’ drilling activity are inherently subjective and contingent upon a number of variable factors (including future or expected crude oil and natural gas pricing considerations), many of which are 68 T able of Contents difficult to forecast.
Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2022, a LIFO inventory credit of $148 million.
Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2024, a LIFO inventory credit of $106 million and for 2023, a LIFO inventory charge of $157 million.
Financial Statements and Supplementary Data – Note 20 for further discussion of MPLX’s debt. Capital Requirements Capital Spending MPC’s capital investment plan for 2024 totals approximately $1.25 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan.
Financial Statements and Supplementary Data – Note 19 for further discussion of MPLX’s debt. Capital Requirements Capital Spending MPC’s capital investment outlook for 2025 totals approximately $1.25 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan.
Financial Statements and Supplementary Data – Note 20 for further discussion of our debt.
Financial Statements and Supplementary Data – Note 19 for further discussion of our debt.
See the “Capital Requirements” section for further discussion of our stock repurchases. • Cash used in dividend payments totaled $1.26 billion in 2023, $1.28 billion in 2022 and $1.48 billion in 2021. Dividends per share were $3.08 in 2023, $2.49 in 2022 and $2.32 in 2021.
See the “Capital Requirements” section for further discussion of our stock repurchases. • Cash used in dividend payments totaled $1.15 billion in 2024, $1.26 billion in 2023 and $1.28 billion in 2022. Dividends per share were $3.39 in 2024, $3.08 in 2023 and $2.49 in 2022.
(Millions of dollars) Blended crack spread sensitivity (a) (per $1.00/barrel change) $ 1,080 Sour differential sensitivity (b) (per $1.00/barrel change) 500 Sweet differential sensitivity (c) (per $1.00/barrel change) 500 Natural gas price sensitivity (d) (per $1.00/MMBtu) 330 (a) Crack spread based on 40 percent MEH, 40 percent WTI and 20 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.
(Millions of dollars) Blended crack spread sensitivity (a) (per $1.00/barrel change) $ 1,100 Sour differential sensitivity (b) (per $1.00/barrel change) 515 Sweet differential sensitivity (c) (per $1.00/barrel change) 515 Natural gas price sensitivity (d) (per $1.00/MMBtu) 350 (a) Crack spread based on 42 percent MEH, 40 percent WTI and 18 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.
Financial Statements and Supplementary Data – Note 17 for additional information on our goodwill and intangibles, including a table summarizing our recorded goodwill by segment. 64 Table of Contents Derivatives We record all derivative instruments at fair value.
Financial Statements and Supplementary Data – Note 16 for additional information on our goodwill and intangibles, including a table summarizing our recorded goodwill by segment. 69 T able of Contents Derivatives We record all derivative instruments at fair value.
(b) Excludes capitalized interest of $55 million, $103 million and $68 million for 2023, 2022 and 2021, respectively. The 2024 capital investment plan excludes capitalized interest. (c) The 2024 capital investment plan for Midstream - MPLX excludes $285 million of capital expenditures, which is expected to be incurred primarily by MPC and other MPLX customers on MPLX’s behalf.
(b) Excludes capitalized interest of $56 million, $55 million and $103 million for 2024, 2023 and 2022, respectively. The 2025 capital investment plan excludes capitalized interest. (c) The 2025 capital investment outlook for Midstream - MPLX excludes $242 million of capital expenditures, which is expected to be incurred primarily by MPC and other MPLX customers on MPLX’s behalf.
After evaluating activity in the capital markets, along with the current and projected plan investments, we decreased the asset rate of return for our primary plan to 6.80 percent effective for 2024. Decreasing the 7.00 percent asset rate of return assumption by 0.25 percentage points would increase our defined benefit pension expense by $5 million.
After evaluating activity in the capital markets, along with the current and projected plan investments, we increased the asset rate of return for our primary plan to 7.10 percent effective for 2025. Decreasing the 7.10 percent asset rate of return assumption by 0.25 percentage points would increase our defined benefit pension expense by $5 million.
(d) This is consumption-based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment. 44 Table of Contents In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as: • the selling prices realized for refined products; • the types of crude oil and other charge and blendstocks processed; • our refinery yields; • the cost of products purchased for resale; • the impact of commodity derivative instruments used to hedge price risk; • the potential impact of lower of cost or market adjustments to inventories in periods of declining prices; • the potential impact of LIFO charges due to changes in historic inventory levels; and • the cost of purchasing RINs in the open market to comply with RFS2 requirements.
In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as: • the selling prices realized for refined products; • the types of crude oil and other charge and blendstocks processed; • our refinery yields; • the cost of products purchased for resale; • the impact of commodity derivative instruments used to hedge price risk; • the potential impact of lower of cost or market adjustments to inventories in periods of declining prices; • the potential impact of LIFO charges due to changes in historic inventory levels; and • the cost of purchasing RINs in the open market to comply with RFS2 requirements.
Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses and (iv) other adjustments as deemed necessary.
Segment adjusted EBITDA represents adjusted EBITDA attributable to the reportable segments. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses and (iv) other adjustments as deemed necessary.
At December 31, 2023, we had $6.26 billion of investments in equity method investments recorded on our consolidated balance sheet. See Item 8. Financial Statements and Supplementary Data – Note 15 for additional information on our equity method investments. See Item 8.
At December 31, 2024, we had $6.86 billion of investments in equity method investments recorded on our consolidated balance sheet. See Item 8. Financial Statements and Supplementary Data – Note 14 for additional information on our equity method investments. See Item 8.
(In millions of dollars, except per share data) 2023 2022 2021 Number of shares repurchased 89 131 76 Cash paid for shares repurchased $ 11,572 $ 11,922 $ 4,654 Average cost per share $ 131.27 $ 91.20 $ 62.65 We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated share repurchases or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans.
(In millions of dollars, except per share data) 2024 2023 2022 Number of shares repurchased 53 89 131 Cash paid for shares repurchased $ 9,077 $ 11,572 $ 11,922 Average cost per share $ 171.68 $ 131.27 $ 91.20 We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated share repurchases or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows Our cash and cash equivalents balance for continuing operations was $5.44 billion at December 31, 2023, compared to $8.63 billion at December 31, 2022. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years is presented in the following table.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows Our cash and cash equivalents balance was $3.21 billion at December 31, 2024, compared to $5.44 billion at December 31, 2023. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years is presented in the following table.
Financial Statements and Supplementary Data – Note 20 for further discussion of MPLX’s bank revolving credit facility and related covenants and restrictions. Our intention is to maintain an investment-grade credit profile for MPLX. As of February 1, 2024, the credit ratings on MPLX’s senior unsecured debt are as follows.
Financial Statements and Supplementary Data – Note 19 for further discussion of MPLX’s bank revolving credit facility and related covenants and restrictions. Our intention is to maintain an investment-grade credit profile for MPLX. As of January 31, 2025, the credit ratings on MPLX’s senior unsecured debt are as follows.
Future repurchases under the authorizations will depend on the macro environment, cash available after opportunities for capital investment and growth of the business and market conditions. The authorizations have no expiration date.
Future repurchases under these authorizations will depend on the macro environment, cash available after opportunities for capital investment and growth of the business and market conditions.
Inventories increased primarily due to increases in crude oil, refined product and materials and supplies inventories. Accounts payable increased primarily due to increases in crude oil prices.
Current receivables increased primarily due to higher crude oil and refined product volumes and prices. Inventories increased primarily due to increases in crude oil, refined product and materials and supplies inventories. Accounts payable increased primarily due to increases in crude oil prices.
Our environmental expenditures, including non-regulatory expenditures, for each of the last three years were: (Millions of dollars) 2023 2022 2021 Capital $ 236 $ 167 $ 118 Compliance: (a) Operating and maintenance 1,191 987 819 Remediation (b) 49 72 54 Total $ 1,476 $ 1,226 $ 991 (a) Based on the American Petroleum Institute’s definition of environmental expenditures.
Our environmental expenditures, including non-regulatory expenditures, for each of the last three years were: (Millions of dollars) 2024 2023 2022 Capital $ 543 $ 236 $ 167 Compliance: (a) Operating and maintenance 1,390 1,191 987 Remediation (b) 56 49 72 Total $ 1,989 $ 1,476 $ 1,226 (a) Based on the American Petroleum Institute’s definition of environmental expenditures.
These blends are based on MPC’s refining capacity by region in each period. 2023 Compared to 2022 Refining & Marketing segment revenues decreased $28.63 billion primarily due to decreased average refined product sales prices of $0.52 per gallon, partially offset by increased refined product sales volumes of 28 mbpd.
These blends are based on MPC’s refining capacity by region in each period. 2024 Compared to 2023 Refining & Marketing segment revenues decreased $10.21 billion primarily due to decreased average refined product sales prices of $0.24 per gallon, partially offset by increased refined product sales volumes of 75 mbpd.
Our liquidity, excluding MPLX, totaled $14.28 billion at December 31, 2023 consisting of: December 31, 2023 (Millions of dollars) Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Bank revolving credit facility $ 5,000 $ — $ 1 $ 4,999 Trade receivables facility (a) 100 — — 100 Total $ 5,100 $ — $ 1 $ 5,099 Cash and cash equivalents and short-term investments (b) 9,176 Total liquidity $ 14,275 (a) The committed borrowing and letter of credit issuance capacity of the trade receivables securitization facility is $100 million.
Our liquidity, excluding MPLX, totaled $6.79 billion at December 31, 2024 consisting of: December 31, 2024 (Millions of dollars) Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Bank revolving credit facility $ 5,000 $ — $ 1 $ 4,999 Trade receivables facility (a) 100 — — 100 Total $ 5,100 $ — $ 1 $ 5,099 Cash and cash equivalents and short-term investments (b) 1,691 Total liquidity $ 6,790 (a) The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is $100 million.
The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale. • Cash used for additions to property, plant and equipment was $1.89 billion in 2023, compared to $2.42 billion in 2022 and $1.46 billion in 2021, primarily due to spending in our Refining & Marketing and Midstream segments in 2023.
The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale. • Cash used for additions to property, plant and equipment was $2.53 billion in 2024, compared to $1.89 billion in 2023 and $2.42 billion in 2022.
We recorded a combined federal, state and foreign income tax expense of $4.49 billion for the year ended December 31, 2022, which was higher than the tax computed at the U.S. statutory rate primarily due to state taxes, partially offset by permanent tax benefits related to net income attributable to noncontrolling interests.
We recorded a combined federal, state and foreign income tax expense of $2.82 billion for the year ended December 31, 2023, which was lower than the tax computed at the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes. See Item 8.
We will evaluate the impact that SBx1-2 and any associated forthcoming CEC regulations may have on our current or anticipated future operations in California and results of operations when SBx 1-2 is fully implemented.
We will evaluate the impact that SB X1-2 and 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 SB X1-2 or AB X2-1 are fully implemented.
Our expenses associated with purchased RINs were $2.07 billion in 2023 and $2.40 billion in 2022, including benefits related to retroactive changes in renewable volume obligation requirements, and are included in Refining & Marketing margin.
We purchase RINs to satisfy a portion of our RFS2 compliance. Our expenses associated with purchased RINs were $2.07 billion in 2023 and $2.40 billion in 2022, including benefits related to retroactive changes in renewable volume obligation requirements, and are included in Refining & Marketing margin.
Decreasing the discount rates of 4.90 percent for our pension plans and 4.80 percent for our other postretirement benefit plans by 0.25 percent would increase pension obligations and other postretirement benefit plan obligations by $74 million and $16 million, respectively, and would increase defined benefit pension expense and other postretirement benefit plan expense by $10 million and less than $1 million, respectively.
Decreasing the discount rates of 5.65 percent for our pension plans and 5.50 percent for our other postretirement benefit plans by 0.25 percent would increase pension obligations and other postretirement benefit plan obligations by $73 million and $16 million, respectively, and would increase defined benefit pension expense and other postretirement benefit plan expense by $10 million and less than $1 million, respectively.
Improve Commercial Performance We are focused on leveraging advantaged raw material selection, new approaches in the commercial space to be more dynamic amidst changing market conditions and achieving technology improvements to advance our commercial performance. A near-term focus has been securing advantaged renewable feedstocks as we continue to advance our renewable fuels production capabilities.
Commercial Performance We are focused on leveraging the complexity of our facilities by selecting advantaged raw materials, new approaches in the commercial space to be more dynamic amidst changing market conditions and achieving technological improvements to advance our commercial performance. A near-term focus has been securing advantaged renewable feedstocks as we continue to advance our renewable fuels production capabilities.
Cash used for acquisitions was $413 million in 2022 primarily due to the purchase of Crowley Coastal Partner’s interest in Crowley Ocean Partners LLC and its four subsidiaries for approximately $485 million, which included $196 million to pay off the debt associated with the four tankers. • Cash used in net investments was $205 million in 2023 and $171 million in 2021, compared to cash provided by net investments of $110 million in 2022.
Cash used for acquisitions was $413 million in 2022 primarily due to the purchase of Marathon Tanker Holdings LLC (formerly known as Crowley Ocean Partners LLC) and its four subsidiaries from Marathon Coastal Holdings LLC (formerly known as Crowley Coastal Partners LLC) for approximately $485 million, which included $196 million to pay off the debt associated with the four tankers. • Cash used in net investments was $348 million in 2024 and $205 million in 2023, compared to cash provided by net investments of $110 million in 2022.
Key Financial Information (millions of dollars) 2023 2022 2021 Items not allocated to segments: Gain on sale of assets $ 198 $ 1,058 $ — Renewable volume obligation requirements — 238 — Litigation — 27 — Impairments — — (13) Idling facility expenses — — (12) Total items not allocated to segments $ 198 $ 1,323 $ (25) 2023 Compared to 2022 In 2023, total items not allocated to segments includes the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and 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. 2022 Compared to 2021 In 2022, total items not allocated to segments primarily include the gain of $549 million on the formation of the Martinez Renewables joint venture, the gain of $509 million on a lease reclassification, and a $238 million benefit related to retroactive changes in renewable volume obligation requirements published by EPA for 2020 and 2021.
In 2023, total items not allocated to segments includes the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and 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. 2023 Compared to 2022 Compared to 2023, as discussed above, in 2022, total items not allocated to segments primarily include the gain of $549 million on the formation of the Martinez Renewables joint venture, the gain of $509 million on a lease reclassification, and a $238 million benefit related to retroactive changes in renewable volume obligation requirements published by EPA for 2020 and 2021.
See discussion of capital expenditures and investments under the “Capital Spending” section. • Cash used for acquisitions was $246 million in 2023 due to MPLX’s acquisition of the remaining interest in a gathering and processing joint venture for approximately $270 million, offset by cash acquired of $24 million.
Cash used for acquisitions was $246 million in 2023 due to MPLX’s acquisition of the remaining interest in a gathering and processing joint venture for approximately $270 million, offset by cash acquired of $24 million.
Commitment to Sustainability Our approach to sustainability spans the environmental, social and governance dimensions of our business. That means strengthening resiliency by lowering the carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders.
That means strengthening resiliency by lowering the carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders.
As of December 31, 2023, we had purchase obligations for crude oil, NGLs and renewable feedstocks of $17.76 billion, with $14.44 billion payable within 12 months, and crude oil transportation obligations of $7.45 billion, with $835 million payable within 12 months. These contracts include variable price arrangements.
As of December 31, 2024, we had purchase obligations for crude oil, NGLs and renewable feedstocks of $17.18 billion, with $14.50 billion payable within 12 months, and crude oil transportation obligations of $7.98 billion, with $892 million payable within 12 months. These contracts include variable price arrangements.
There is also $475 million of growth capital which includes a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery, which is expected to be completed by the end of 2027, and other traditional projects that will enhance the yields of our refineries, improve energy efficiency, and lower our costs as well as investments in our branded marketing footprint.
There is also $750 million of value enhancing capital, which includes a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery, which is expected to be completed by the end of 2027, a project at our Robinson refinery to shift yields to higher value products including the flexibility to maximize jet production to meet growing demand, which is expected to be completed by the end of 2026, and other traditional projects that will enhance the yields of our refineries, improve energy efficiency, and lower our costs as well as investments in our branded marketing footprint.
These factors had an estimated net negative impact on Refining & Marketing segment adjusted EBITDA of approximately $1.5 billion in 2022 compared to 2021. For the year ended December 31, 2022, refining operating costs, excluding depreciation and amortization and storm impacts, were $5.83 billion.
These factors had an estimated net negative impact on Refining & Marketing segment adjusted EBITDA of approximately $200 million in 2024 compared to 2023. For the year ended December 31, 2024, refining operating costs, excluding depreciation and amortization, were $5.71 billion.
Benchmark spot prices (dollars per gallon) 2023 2022 2021 Chicago CBOB unleaded regular gasoline $ 2.33 $ 2.87 $ 2.02 Chicago ultra-low sulfur diesel 2.61 3.43 2.06 USGC CBOB unleaded regular gasoline 2.34 2.76 2.01 USGC ultra-low sulfur diesel 2.72 3.46 2.01 LA CARBOB 2.81 3.29 2.20 LA CARB diesel 2.91 3.51 2.10 Market Indicators (dollars per barrel) WTI $ 77.60 $ 94.33 $ 68.11 MEH 79.08 96.19 69.01 ANS 82.41 98.98 70.56 Crack Spreads Mid-Continent WTI 3-2-1 $ 18.61 $ 26.93 $ 10.95 USGC MEH 3-2-1 17.49 22.17 8.89 West Coast ANS 3-2-1 30.11 34.91 13.80 Blended 3-2-1 (a) 20.46 26.62 10.70 Crude Oil Differentials Sweet $ (0.48) $ 0.21 $ (0.47) Sour (6.31) (6.81) (4.05) (a) The blended crack spreads for 2023, 2022 and 2021 are weighted 40 percent of the USGC crack spread, 40 percent of the Mid-Continent crack spread and 20 percent of the West Coast crack spread.
Benchmark spot prices (dollars per gallon) 2024 2023 2022 Chicago CBOB unleaded regular gasoline $ 2.14 $ 2.33 $ 2.87 Chicago ultra-low sulfur diesel 2.32 2.61 3.43 USGC CBOB unleaded regular gasoline 2.13 2.34 2.76 USGC ultra-low sulfur diesel 2.36 2.72 3.46 LA CARBOB 2.46 2.81 3.29 LA CARB diesel 2.44 2.91 3.51 Market Indicators (dollars per barrel) WTI $ 75.76 $ 77.60 $ 94.33 MEH 77.35 79.08 96.19 ANS 80.31 82.41 98.98 Crack Spreads Mid-Continent WTI 3-2-1 $ 14.09 $ 18.61 $ 26.93 USGC MEH 3-2-1 11.75 17.49 22.17 West Coast ANS 3-2-1 19.03 30.11 34.91 Blended 3-2-1 (a) 14.03 20.46 26.62 Crude Oil Differentials Sweet $ (1.09) $ (0.48) $ 0.21 Sour (4.45) (6.31) (6.81) (a) Beginning in the second quarter of 2024, the blended crack spreads are weighted 42 percent of the USGC crack spread, 40 percent of the Mid-Continent crack spread and 18 percent of the West Coast crack spread.
Items identified in the table below are either believed to be non-recurring in nature or not believed to be allocable, controlled by the segment or are not tied to the operational performance of the segment.
Items not Allocated to Segments Our CODM evaluates the performance of our segments using segment adjusted EBITDA. Items identified in the table below are either believed to be non-recurring in nature or not believed to be allocable, controlled by the segment or are not tied to the operational performance of the segment.
In 65 Table of Contents addition, our long-term asset rate of return assumption is compared to those of other companies and to historical returns for reasonableness. We used the 7.00 percent long-term rate of return to determine our 2023 defined benefit pension expense.
In addition, our long-term asset rate of return assumption is compared to those of other companies and to historical returns for 70 T able of Contents reasonableness. We used the 6.80 percent long-term rate of return to determine our 2024 defined benefit pension expense.
Current receivables increased primarily due to higher crude oil and refined product prices and volumes. Discontinued Operations Net cash provided by operating activities from discontinued operations was $42 million in 2022 largely due to the settlement of working capital related to the Speedway sale, partially offset by the payment of state income tax liabilities.
Discontinued Operations Net cash provided by operating activities from discontinued operations was $42 million in 2022 largely due to the settlement of working capital related to the Speedway sale, partially offset by the payment of state income tax liabilities.
As of December 31, 2023, MPC had $6.78 billion remaining under its share repurchase authorizations, which reflects the repurchase of 489,190 common shares for $73 million that were transacted in the fourth quarter of 2023 and settled in the first quarter of 2024. The table below summarizes our total share repurchases. See Item 8.
As of December 31, 2024, MPC had $7.75 billion remaining under its share repurchase authorizations, which reflects the repurchase of 203,173 common shares for $28 million that were transacted in the fourth quarter of 2024 and settled in the first quarter of 2025. The table below summarizes our total share repurchases for the last three years. See Item 8.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

18 edited+3 added−2 removed18 unchanged
Biggest changeChange in IFO from a Hypothetical Price Increase of Change in IFO from a Hypothetical Price Decrease of (Millions of dollars) 10% 25% 10% 25% As of December 31, 2023 Crude $ (19) $ (47) $ 19 $ 47 Refined products (1) (1) 1 1 Blending products (3) (7) 3 7 Soybean oil (12) (29) 12 29 We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity.
Biggest changeSensitivity 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, 2024 is provided in the following table. 72 T able of Contents Change in IFO from a Hypothetical Price Increase of Change in IFO from a Hypothetical Price Decrease of (Millions of dollars) 10% 25% 10% 25% As of December 31, 2024 Crude $ 22 $ 54 $ (22) $ (54) Refined products (29) (72) 29 72 Blending products (2) (5) 2 5 Soybean oil (8) (19) 8 19 We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity.
In addition, we may use commodity derivative instruments on fixed price contracts for the sale of refined products to hedge risk by converting the refined product sales to market-based prices. The majority of these derivatives are exchange-traded contracts, but we also enter into over-the-counter swaps, options and over-the-counter options.
In addition, we may use commodity derivative instruments on fixed price contracts for the sale of refined products to hedge risk by converting the refined product sales to market-based prices. The majority of these derivatives are exchange-traded contracts, but we may also enter into over-the-counter swaps, options and over-the-counter options.
Financial Statements and Supplementary Data – Notes 18 and 19 for more information about the fair value measurement of our derivatives, as well as the amounts recorded in our consolidated balance sheets and statements of income. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.
Financial Statements and Supplementary Data – Notes 17 and 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 do not designate any of our commodity derivative instruments as hedges for accounting purposes.
We use derivative instruments related to the acquisition of 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.
We use derivative instruments related to the acquisition of 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.
(b) Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, 2023. (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, 2023. See Item 8.
(b) Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, 2024. (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, 2024. See Item 8.
See Item 8. Financial Statements and Supplementary Data – Note 20 for additional information on our debt. Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of December 31, 2023 is provided in the following table.
See Item 8. Financial Statements and Supplementary Data – Note 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, 2024 is provided in the following table.
Our positions are monitored daily by a risk control group to ensure compliance with our stated risk management policy. 66 Table of Contents Midstream NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond MPLX’s control.
Our positions are monitored daily by a risk control group to ensure compliance with our stated risk management policy. 71 T able of Contents Midstream NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond MPLX’s control.
Our credit exposure related to commodity derivative instruments is represented by the fair value of contracts with a net positive fair value at the reporting date. Outstanding instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements.
Our credit exposure related to commodity derivative instruments is represented by the fair value of contracts with a net positive fair 73 T able of Contents value at the reporting date. Outstanding instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements.
As of December 31, 2023, we did not have any financial derivative instruments to hedge the risks related to interest rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.
As of December 31, 2024, we did not have any financial derivative instruments to hedge the risks related to interest rate 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.
(Millions of dollars) Fair Value (a) Change in Fair Value (b) Change in Net Income for the Year ended December 31, 2023 (c) Long-term debt Fixed-rate $ 25,690 $ 2,037 n/a Variable-rate — — — (a) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
(Millions of dollars) Fair Value (a) Change in Fair Value (b) Change in Net Income for the Year ended December 31, 2024 (c) Long-term debt Fixed-rate $ 25,133 $ 1,885 n/a Variable-rate $ — $ — $ — (a) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
Fixed rate debt, such as our senior notes, exposes us to changes in the fair value of our debt due to changes in market interest rates.
Interest Rate Risk Our use of fixed or variable-rate debt directly exposes us to interest rate risk. Fixed rate debt, such as our senior notes, exposes us to changes in the fair value of our debt due to changes in market interest rates.
In the event of a counterparty default, we may sustain a loss and our cash receipts could be negatively impacted. 68 Table of Contents
In the event of a counterparty default, we may sustain a loss and our cash receipts could be negatively impacted. 74 T able of Contents
Item 7A. Quantitative and Qualitative Disclosures about Market Risk GENERAL We are exposed to market risks related to the volatility of crude oil and refined product prices. We employ various strategies, including the use of commodity derivative instruments, to hedge the risks related to these price fluctuations.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk GENERAL We are exposed to market risks related to the volatility of crude oil and refined petroleum products, ethanol, renewable feedstock, renewable products, NGLs, and natural gas prices. We employ various strategies, including the use of commodity derivative instruments, to hedge the risks related to these price fluctuations.
(Millions of dollars) 2023 2022 Realized gain (loss) on settled derivative positions $ 8 $ (93) Unrealized gain (loss) on open net derivative positions (14) 35 Net loss $ (6) $ (58) See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our open derivative positions at December 31, 2023.
(Millions of dollars) 2024 2023 Realized gain (loss) on settled derivative positions $ (94) $ 8 Unrealized gain (loss) on open net derivative positions 3 (14) Net loss $ (91) $ (6) See Item 8. Financial Statements and Supplementary Data – Note 18 for additional information on our open derivative positions at December 31, 2024.
Effects of these offsets are not reflected in the above sensitivity analysis. We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles.
Effects of these offsets are not reflected in the above sensitivity analysis. We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. Changes to the portfolio after December 31, 2024 would cause future IFO effects to differ from those presented above.
We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in 2023. Counterparty Risk MPLX is subject to risk of loss resulting from nonpayment by its customers to whom it provides services, leases assets, or sells natural gas or NGLs.
Counterparty Risk MPLX is subject to risk of loss resulting from nonpayment by its customers to whom it provides services, leases assets, or sells natural gas or NGLs.
Open Derivative Positions and Sensitivity Analysis The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, 2023 and 2022, respectively.
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. Open Derivative Positions and Sensitivity Analysis The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, 2024 and 2023, respectively.
Financial Statements and Supplementary Data – Note 18 for additional information on the fair value of our debt. Foreign Currency Exchange Rate Risk 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.
Financial Statements and Supplementary Data – Note 17 for additional information on the fair value of our debt. Foreign Currency Exchange Rate Risk We are exposed to exchange rate fluctuations related to our foreign operations in Canada and Mexico. We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in 2024.
Removed
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, 2023 is provided in the following table.
Added
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.
Removed
Changes to the portfolio after December 31, 2023 would cause future IFO effects to differ from those presented above. 67 Table of Contents Interest Rate Risk Our use of fixed or variable-rate debt directly exposes us to interest rate risk.
Added
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.
Added
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.

Other MPC 10-K year-over-year comparisons