Marathon Petroleum (MPC) risk factors, FY2024 10-K

Marathon Petroleum's FY2024 10-K, filed Feb 27, 2025, lists 47 risk factors in 3 groups. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

Risk factors listed
473 groups
Section length
12k wordsItem 1A

Marathon Petroleum's biggest risks in the FY2024 10-K

  • Refining margin volatility and climate-related regulatory pressures dominate Marathon Petroleum's risk profile, alongside extensive operational hazards.

The risks most specific to Marathon Petroleum

  • Business and Operational Risks

    Our financial results are affected by volatile refining margins, which are dependent on factors beyond our control

    Refining and marketing margins have historically been volatile and directly impact our operating results, cash flows, and share repurchases.

  • Business and Operational Risks

    Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels

    EPA and NHTSA vehicle emission and efficiency rules may decrease demand for our liquid transportation fuels.

  • Business and Operational Risks

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

    Operations are subject to business interruptions from refinery turnarounds, fires, pipeline releases, severe weather, and labor disputes.

  • Business and Operational Risks

    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

    We must blend renewable fuels or purchase RINs to comply with the Renewable Fuel Standard program.

  • Business and Operational Risks

    A significant decrease in oil and natural gas production in MPLX’s areas of operation may adversely affect MPLX’s business, financial condition, results of operations and cash available for distribution to its unitholders, including MPC

    MPLX's cash available for distribution to MPC depends on natural gas and crude oil production that naturally declines over time.

  • Financial Risks

    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

    Total debt obligations of $27.80 billion, including $21.21 billion at MPLX, could restrict our business activities and financing.

  • Financial Risks

    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

    Large capital projects like the Los Angeles Refinery improvements and Galveston Bay Distillate Hydrotreater face potential delays and market shifts.

  • Legal and Regulatory Risks

    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

    California Assembly Bill No. 1 authorizes the CEC to require minimum fuel inventories and plan for resupply during maintenance.

  • Legal and Regulatory Risks

    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 employees are covered by collective bargaining agreements expiring between 2026 and 2031.

All 47 risk factors

Headings as the filing states them, in filing order.

Business and Operational Risks

  1. 01Our financial results are affected by volatile refining margins, which are dependent on factors beyond our control
  2. 02Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels
  3. 03Our operations are subject to business interruptions and present inherent hazards and risks, which could adversely impact our results of operations and financial condition
  4. 04We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers
  5. 05Increasing regulatory focus on and expanding laws related to data privacy issues could expose us to increased liability, subject us to lawsuits, investigations, reputational harm and increase costs and restrictions on our operations that could significantly and adversely affect our business
  6. 06As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks
  7. 07The 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
  8. 08Competitors that produce their own supply of feedstocks, own their own retail sites, or have greater financial resources may have a competitive advantage
  9. 09We may be negatively impacted by inflation
  10. 10We are subject to interruptions of supply and increased costs as a result of our reliance on third-party transportation of crude oil and refined products
  11. 11A significant decrease in oil and natural gas production in MPLX’s areas of operation may adversely affect MPLX’s business, financial condition, results of operations and cash available for distribution to its unitholders, including MPC
  12. 12Severe weather events, other climate conditions and earth movement and other geological hazards may adversely affect our assets and ongoing operations
  13. 13We are subject to risks arising from our operations outside the United States and generally to worldwide political and economic developments
  14. 14Our 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
  15. 15Terrorist attacks or other targeted operational disruptions may affect our facilities or those of our customers and suppliers

Financial Risks

  1. 16At 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
  2. 17Significant variations in the market prices of crude oil and refined products can affect our financial performance
  3. 18Our working capital, cash flows and liquidity can be significantly affected by decreases in commodity prices
  4. 19Increases in interest rates could adversely impact our share price, our ability to issue equity or incur debt for acquisitions or other purposes and our ability to make dividends at our intended levels
  5. 20We may incur losses and additional costs as a result of our forward-contract activities and derivative transactions
  6. 21We 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
  7. 22We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations
  8. 23Large 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
  9. 24Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project. For instance, if we build a new pipeline, the construction will occur over an extended period of time and we may not receive any material increases in revenues until after completion of the project, if at all

Legal and Regulatory Risks

  1. 25The tax treatment of publicly traded partnerships or an investment in MPLX units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis
  2. 26Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our results of operations and financial condition
  3. 27Certain municipalities have also proposed or enacted restrictions on the installation of natural gas appliances and infrastructure in new residential or commercial construction, which could affect demand for the natural gas that MPLX transports and stores
  4. 28these bills is being challenged in court. Our potential share is dependent on multiple factors, including the number of responsible parties and GHG emission calculation methodologies, and cannot be estimated at this time
  5. 29Energy companies are subject to increasing environmental and climate-related litigation
  6. 30We are subject to risks associated with societal and political pressures and other forms of opposition to the development, transportation and use of carbon-based fuels. Such risks could adversely impact our business and our ability to continue to operate or realize certain growth strategies
  7. 31Increasing attention to environmental, social and governance matters may impact our business and financial results
  8. 32Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price
  9. 33Regulatory and other requirements concerning the transportation of crude oil and other commodities by rail may cause increases in transportation costs or limit the amount of crude oil that we can transport by rail
  10. 34In 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
  11. 35Increased regulation of hydraulic fracturing and other oil and gas production activities could result in reductions or delays in U.S. production of crude oil and natural gas, which could adversely affect our results of operations and financial condition
  12. 36Historic or current operations could subject us to significant legal liability or restrict our ability to operate
  13. 37A 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
  14. 38One of our subsidiaries acts as the general partner of a master limited partnership, which may expose us to certain legal liabilities
  15. 39If foreign investment in us or MPLX exceeds certain levels, we could be prohibited from operating vessels engaged in U.S. coastwise trade, which could adversely affect our business, financial condition, results of operations and cash flows
  16. 40Our operations could be disrupted if we are unable to maintain or obtain real property rights required for our business
  17. 41Certain of our facilities are located on Native American tribal lands and are subject to various federal and tribal approvals and regulations, which can increase our costs and delay or prevent our efforts to conduct operations
  18. 42The 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
  19. 43Provisions in our corporate governance documents could operate to delay or prevent a change in control of our company, dilute the voting power or reduce the value of our capital stock or affect its liquidity
  20. 44Significant 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
  21. 45Future acquisitions will involve the integration of new assets or businesses and may present substantial risks that could adversely affect our business, financial conditions, results of operations and cash flows
  22. 46Compliance with and changes in tax laws could materially and adversely impact our financial condition, results of operations and cash flows
  23. 47Coronavirus 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

Other Marathon Petroleum 10-Ks

  • FY2025 10-K risk factors
    44 risks1 new4 dropped11 reworded

    Increased focus on alternative fuels and hydrogen threatening liquid transportation fuel demand.

    Filed Feb 26, 2026

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.