MARATHON PETROLEUM CORPORATION

Corporate governance · Internal controls and risk management

One of our subsidiaries acts as the general partner of a master limited partnership, which may expose us to certain legal liabilities. Our control of the general partner of MPLX may increase the possibility of claims of breach of fiduciary duties, including claims of conflicts of interest.

Corporate governance · Shareholder rights and activism

Significant stockholders may attempt to effect changes at our company or acquire control over our company. Our stockholders may from time to time engage in proxy solicitations, advance stockholder proposals or otherwise attempt to effect changes or acquire control over our company.

Geopolitical and trade · International conflicts and tensions

Hostilities in the Middle East, Russia or elsewhere or the occurrence or threat of future terrorist attacks could adversely affect the economies of the U.S. and other countries. Lower levels of economic activity often result in a decline in energy consumption, which may cause our revenues and margins to decline.

Economic and market conditions · Market volatility and financial crises

Significant variations in the market prices of crude oil and refined products can affect our financial performance. A continued period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined products, has significant and adverse consequences for our financial condition.

Natural and catastrophic events · Natural disasters and extreme weather

Severe weather events, other climate conditions and earth movement and other geological hazards may adversely affect our assets and ongoing operations. 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.

Natural and catastrophic events · Climate change and environmental impact

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.

Natural and catastrophic events · Terrorism and security threats

Terrorist attacks or other targeted operational disruptions may affect our facilities or those of our customers and suppliers. Refining, gathering and processing, pipeline and terminal infrastructure, and other energy assets, may be the subject of terrorist attacks or other targeted operational disruptions.

Tax and financial reporting · Financial reporting and accounting standards

We may incur losses and additional costs as a result of our forward-contract activities and derivative transactions. Derivative transactions involve the risk that counterparties may be unable to satisfy their obligations to us.

Industry regulation · Safety and environmental regulations

We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations. Our business is subject to numerous environmental laws and regulations at the federal, state and local level.

Data and privacy · Data protection and privacy laws

Along with our own data and information collected in the normal course of our business, we, and some of our third-party service providers, collect, use, transfer and retain certain data that is subject to specific laws and regulations. This data is subject to governmental regulation at international, federal, state and local levels in many areas of our business, including data privacy and security laws such as the European Union and United Kingdom versions of the General Data Protection Regulation, and the California Consumer Privacy Act.

Industry regulation · Regulatory compliance and changes

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 RFS program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.

Strategic execution · Joint venture and partnership risks

Our investments in joint ventures could be adversely affected by our reliance on our joint venture partners and their financial condition, and our joint venture partners may have interests or goals that are inconsistent with ours. Our joint venture partners may have economic, business or legal interests or goals that are inconsistent with our goals and interests.

Customer and revenue · Changing customer preferences and behavior

Industry, market, technological and regulatory developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels. Government mandates or incentives, industry and technological developments and consumer sentiment with respect to liquid transportation fuels may alter fuels or energy preferences or make alternative fuel vehicles more desirable.

Strategic execution · Merger acquisition and divestiture risks

Significant acquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, will involve the integration of new assets or businesses and may present substantial risks. Significant acquisitions involving the addition of new assets or businesses will present risks, which may include inaccurate assumptions about future synergies.

Supply chain and procurement · Raw material availability and cost volatility

Our margins from the sale of refined products are influenced by a number of conditions, including the price of crude oil and other feedstocks. 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.

Core operations · Operational disruption and business continuity

Our operations are subject to business interruptions, such as scheduled and unscheduled refinery turnarounds, unplanned maintenance, explosions, fires, refinery or pipeline releases, product quality incidents, power outages, severe weather, labor disputes, acts of terrorism, or other natural or man-made disasters.

International and currency · International operations and emerging markets

We operate and sell some of our products and procure some feedstocks outside the United States. Our business, financial condition, results of operations and cash flows could be negatively impacted by disruptions in any of these markets, including economic instability, restrictions on the transfer of funds, supply chain disruptions, duties and tariffs, transportation delays.

Credit and liquidity · Liquidity and cash flow constraints

Our working capital, cash flows and liquidity can be significantly affected by decreases in commodity prices. Due to this net payables position, a decrease in commodity prices generally results in a use of working capital, and given the significant volume of crude oil that we purchase the impact can materially affect our working capital, cash flows and liquidity.

Credit and liquidity · Access to capital and financing

Increasing attention to environmental, social and governance matters may impact our business and financial results. If this were to continue, it could have a material adverse effect on our access to capital.

Cybersecurity and data protection · Data breaches and cyber attacks

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.