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MPCMarathon Petroleum

Energy · Oil Refining · NYSE
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The 10-K against last year's

151 changes: 35 added, 23 removed, 93 reworded

10-K Feb 26, 2026 vs Feb 27, 2025
Risk FactorsRedline ↓
9.8%
of the text changed · 11,744 words now
22.7%
of the text changed · 14,064 words now
Legal ProceedingsRedline ↓
50.1%
of the text changed · 806 words now
Accounting PoliciesRedline ↓
11.3%
of the text changed · 4,206 words now

10-K 0001510295-26-000009 (2026-02-26) vs 10-K 0001510295-25-000012 (2025-02-27)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 231 words changed in this paragraph; it is 33% similar to last year's version.
The Refining & Marketing segment’s forecasted 2025 2026 capital spending and investments is approximately $1.20 $1.41 billion. This amount includes approximately $100 $710 million of for Refining value enhancing capital projects and $250 million for Marketing investments to strengthen our retail portfolio. Our capital investment outlook for Refining includes continued high-return investments at its Galveston Bay, Robinson, El Paso, and Garyville refineries. In addition to these multi-year low carbon initiatives. At our Los Angeles refinery, investments, we are advancing improvements to enhance the competitiveness of the refinery by improving reliability and lowering costs. The improvements focus on integrating and modernizing utility systems and increasing energy efficiency, with the added benefit of addressing upcoming regulation mandating further reductions in emissions. The improvements are expected to be completed by the end of 2025. 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 executing shorter-term projects that will enhance offer high returns through margin enhancement and cost reduction. Our capital investment outlook for Marketing includes continuing to expand the yields reach and presence of our refineries, improve energy efficiency, and lower our costs as well as investments branded stations in our branded marketing footprint. Maintenance support of strong value capture. Refining maintenance capital is expected to be approximately $350 $450 million, which is essential to maintain the safety, integrity and reliability of our assets.

Source: Item 7, 10-K 0001510295-26-000009 vs Item 7, 10-K 0001510295-25-000012

Risk Factors 174 words changed in this paragraph; it is 36% similar to last year's version.
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 liquid transportation fuels. EPA Government mandates or incentives, industry and NHTSA have promulgated separate rules setting technological developments and consumer sentiment with respect to liquid transportation fuels may alter fuels or energy preferences or make alternative fuel vehicles 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 desirable and ten percent annually for model year 2026. EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy greater market penetration of 40 mpg in model year 2026. In addition, such vehicles or otherwise decrease demand for our liquid transportation fuels. For example, the federal government through NHTSA and the EPA finalized new promulgate rules setting even more stringent requirements for model years 2027-2032. NHTSA’s standards would that require an vehicle manufacturers to increase in the fuel efficiency standards of two percent annually. EPA’s liquid transportation fuels vehicles. The EPA has finalized a rule that reduces its current vehicle standards would require a significant increase by eliminating regulation of GHG emissions. The new, reduced standards have been challenged in electric vehicle production to meet the standards. court.

Source: Item 1A, 10-K 0001510295-26-000009 vs Item 1A, 10-K 0001510295-25-000012

Accounting Policies 120 words changed in this paragraph; it is 70% similar to last year's version.
In order to comply with certain regulations, specifically the RFS2 RFS requirements implemented by the EPA and the cap-and-trade emission reduction program and low carbon fuel standard implemented by state programs, we are required to reduce our emissions, blend certain levels of biofuels or obtain allowances or credits to offset the obligations created by our operations. In regard to each program, we record an asset, included in other current assets or other noncurrent assets on the consolidated balance sheets, for allowances or credits owned in excess of our anticipated current period compliance requirements. The asset value is based on the product of the excess allowances or credits as of the balance sheet date, if any, and the weighted average cost of those allowances or credits. We record a liability, included in other current liabilities or deferred credits and other liabilities on the consolidated balance sheets, when we are deficient allowances or credits based on the product of the deficient amount as of the balance sheet date, if any, and either the fixed contract price or the market price of the allowances or credits at the balance sheet date. The cost of allowances or credits used for compliance is reflected in cost of revenues on the consolidated statements of income. Any gains or losses on the sale or expiration of allowances or credits are classified as other income on the consolidated statements of income. Proceeds from the sale of allowances or credits are reported in investing activities - all other, net on the consolidated statements of cash flows.

Source: Item 8, Note 2 – Summary of Principal Accounting Policies, 10-K 0001510295-26-000009 vs Item 8, Note 2 – Summary of Principal Accounting Policies, 10-K 0001510295-25-000012

Legal Proceedings 33 words changed in this paragraph; it is 86% similar to last year's version.
We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. While it is possible that an adverse result in one or more of the lawsuits or proceedings in which we are a defendant could be material to us, based upon current information and our experience as a defendant in other matters, we believe that these lawsuits and proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows. See “Climate Change Litigation,” “Tesoro High Plains Pipeline,” and “Dakota Access Pipeline” of Note 27 in Item 8. Financial Statements and Supplementary Data for additional information regarding Legal Proceedings and other regulatory matters.

Source: Item 3, 10-K 0001510295-26-000009 vs Item 3, 10-K 0001510295-25-000012

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of MPC's Risk Factors and MD&A, 10-K 2026-02-26 against 10-K 2025-02-27. Each links to the text at sec.gov.

RemovedRisk Factors
In early 2025, the new U.S. presidential administration announced broad-based tariffs on goods imported from certain countries where we purchase feedstocks, including a ten percent tariff on energy resources such as crude oil, natural gas and NGLs imported from Canada. Some of these tariffs have been stayed for brief periods of at least 30 days. If the provisions of those tariffs are maintained as proposed, we would expect added market volatility, with the longer term impacts to our refining and marketing margin uncertain. In addition, retaliatory tariffs imposed by other countries or other potential government actions, would likely result in further adverse impacts.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedRisk Factors
Moreover, 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.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedRisk Factors
In early 2025, the new U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions on topics including international trade, energy resources, corporate taxes, global climate change initiatives, employment practices, corporate compliance programs, environmental regulations, as well as other matters. Further, the new presidential administration has indicated an intent to make structural changes to the executive branch of the federal government, including significant reductions in the federal workforce. Continuing legal challenges to many of the policy changes and executive actions are expected. Such actions may directly or indirectly impact our industry and could lead to increased regulatory uncertainty and volatility. We cannot predict how these policy changes and executive actions will be implemented and interpreted, or the ultimate effect they will have on our business, financial condition and results of operations.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
In June 2023, the California legislature adopted and implemented certain provisions of Senate Bill No.2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”), which authorizes the CEC to establish a “maximum gross gasoline refining margin” with respect to refining activities in California, as well as establish penalties for refiners for exceeding the yet to be issued margin cap. The law further expands on existing reporting requirements for refiners to the CEC. In October 2024, California’s governor signed Assembly Bill No.1 (such statute, together with any regulations contemplated or issued thereunder, “AB X2-1”), into law, authorizing the CEC to require that petroleum refiners maintain a minimum inventory of transportation fuels as well as require petroleum refiners to plan for resupply during scheduled maintenance. We 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.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
On July 31, 2024, MPLX exercised its right of first offer under the BANGL, LLC joint venture agreement to purchase an additional 20 percent ownership interest in BANGL, LLC for $210 million cash, increasing total ownership interest to 45 percent. BANGL is a natural gas liquids pipeline system connecting the Delaware and Midland basins to the fractionation market in the Gulf Coast and export markets.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
On March 22, 2024, MPLX used $625 million of cash to purchase additional ownership interest in existing joint ventures and gathering assets, which will enhance MPLX’s position in the Utica basin. Prior to the acquisition, MPLX owned an indirect interest in Ohio Gathering Company, L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company, L.L.C. (“OCC”) and now owns a combined 73 percent interest in OGC and a 100 percent interest in OCC, and a dry gas gathering system in the Utica basin.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
On November 5, 2024, we announced that our board of directors approved a $5.0 billion share repurchase authorization that is in addition to the $5.0 billion share repurchase authorization announced on April 30, 2024. The share repurchase 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. As of December 31, 2024, MPC had $7.75 billion remaining under its share repurchase authorizations.

Read it in 10-K 2025-02-27 at sec.gov ↗

Show the other 8
RemovedMD&A
In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities historically reported in the Refining & Marketing segment. Prior period segment information has been recast for comparability.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-27 at sec.gov ↗

RemovedMD&A
(Millions of dollars) 2024 2023 2022 Refining & Marketing segment adjusted EBITDA $ 5,703 $ 13,705 $ 19,259 Plus (Less): Depreciation and amortization (1,767) (1,822) (1,783) Refining planned turnaround costs (1,397) (1,181) (1,119) LIFO inventory credit (charge) 106 (157) 149 Selling, general and administrative expenses 2,472 2,443 2,235 Income from equity method investments (57) (66) (51) Net gain on disposal of assets (1) (2) (37) Other income (342) (870) (678) Refining & Marketing gross margin 4,717 12,050 17,975 Plus (Less): Operating expenses (excluding depreciation and amortization) 11,321 10,833 10,564 Depreciation and amortization 1,767 1,822 1,783 Gross margin excluded from and other income included in Refining & Marketing margin(a) (425) (45) 82 Other taxes included in Refining & Marketing margin (259) (288) (173) Refining & Marketing margin 17,121 24,372 30,231 LIFO inventory (credit) charge (106) 157 (149) Refining & Marketing margin, excluding LIFO inventory (credit) charge $ 17,015 $ 24,529 $ 30,082

Read it in 10-K 2025-02-27 at sec.gov ↗

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