filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
INDEX
Unless otherwise stated or the context otherwise indicates, all references in this Annual Report on Form 10-K to “MPC,” “us,” “our,” “we” or the “Company” mean Marathon Petroleum Corporation and its consolidated subsidiaries.
Management’s Responsibilities for Financial Statements
The accompanying consolidated financial statements of Marathon Petroleum Corporation and its subsidiaries (“MPC”) are the responsibility of management and have been prepared in conformity with accounting principles generally accepted in the United States of America. They necessarily include some amounts that are based on best judgments and estimates. The financial information displayed in other sections of this Annual Report on Form 10-K is consistent with these consolidated financial statements.
MPC seeks to assure the objectivity and integrity of its financial records by careful selection of its managers, by organizational arrangements that provide an appropriate division of responsibility and by communications programs aimed at assuring that its policies and methods are understood throughout the organization.
The board of directors pursues its oversight role in the area of financial reporting and internal control over financial reporting through its Audit Committee. This committee, composed solely of independent directors, regularly meets (jointly and separately) with the independent registered public accounting firm, management and internal auditors to monitor the proper discharge by each of their responsibilities relative to internal accounting controls and the consolidated financial statements.
| /s/ Maryann T. Mannen | /s/ Maria A. Khoury | /s/ Erin M. Brzezinski | ||||||||||||
| Maryann T. Mannen Chairman of the Board, President and Chief Executive Officer | Maria A. Khoury Executive Vice President and Chief Financial Officer | Erin M. Brzezinski Vice President and Controller |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Marathon Petroleum Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Marathon Petroleum Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of equity and redeemable noncontrolling interest and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Northwind Midstream from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025. We have also excluded Northwind Midstream from our audit of internal control over financial reporting. Northwind Midstream is a wholly-owned subsidiary whose total assets and total revenues and other income excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisition of Northwind Midstream - Valuation of Intangibles
As described in Note 5 to the consolidated financial statements, on August 29, 2025, the Company completed the acquisition of 100 percent of Northwind Midstream for $2.4 billion in cash. Of the total assets acquired, $951 million relates to intangibles. The fair value of the identifiable intangible assets was primarily based on the multi-period excess earnings method, which is an income approach. As disclosed by management, a significant amount of judgment is involved in estimating the fair value of intangible assets. The income approach requires management to project future volumes and associated cash flows, and apply a discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of intangibles acquired in the acquisition of Northwind Midstream is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangibles acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future volumes and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the intangibles acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the intangibles acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to future volumes and the discount rate. Evaluating management’s assumption related to future volumes involved considering (i) the consistency with external market and industry data and (ii) whether the assumption was consistent with executed customer contracts. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
Toledo, Ohio
February 26, 2026
We have served as the Company’s auditor since 2010.
Marathon Petroleum Corporation
Consolidated Statements of Income
| (In millions, except per share data) | 2025 | 2024 | 2023 | ||||||||||||||
| Revenues and other income: | |||||||||||||||||
| Sales and other operating revenues | $ | 132,699 | $ | 138,864 | $ | 148,379 | |||||||||||
| Income from equity method investments | 1,622 | 1,048 | 742 | ||||||||||||||
| Net gain on disposal of assets | 173 | 28 | 217 | ||||||||||||||
| Other income | 728 | 472 | 969 | ||||||||||||||
| Total revenues and other income | 135,222 | 140,412 | 150,307 | ||||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenues (excludes items below) | 119,446 | 126,240 | 128,566 | ||||||||||||||
| Depreciation and amortization | 3,251 | 3,337 | 3,307 | ||||||||||||||
| Selling, general and administrative expenses | 3,349 | 3,221 | 3,039 | ||||||||||||||
| Other taxes | 885 | 818 | 881 | ||||||||||||||
| Total costs and expenses | 126,931 | 133,616 | 135,793 | ||||||||||||||
| Income from operations | 8,291 | 6,796 | 14,514 | ||||||||||||||
| Net interest and other financial costs | 1,276 | 839 | 525 | ||||||||||||||
| Income before income taxes | 7,015 | 5,957 | 13,989 | ||||||||||||||
| Provision for income taxes | 1,137 | 890 | 2,817 | ||||||||||||||
| Net income | 5,878 | 5,067 | 11,172 | ||||||||||||||
| Less net income attributable to: | |||||||||||||||||
| Redeemable noncontrolling interest | — | 27 | 94 | ||||||||||||||
| Noncontrolling interests | 1,831 | 1,595 | 1,397 | ||||||||||||||
| Net income attributable to MPC | $ | 4,047 | $ | 3,445 | $ | 9,681 | |||||||||||
| Per share data (See Note 8) | |||||||||||||||||
| Basic: | |||||||||||||||||
| Net income attributable to MPC per share | $ | 13.24 | $ | 10.11 | $ | 23.73 | |||||||||||
| Weighted average shares outstanding | 305 | 340 | 407 | ||||||||||||||
| Diluted: | |||||||||||||||||
| Net income attributable to MPC per share | $ | 13.22 | $ | 10.08 | $ | 23.63 | |||||||||||
| Weighted average shares outstanding | 306 | 341 | 409 |
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Statements of Comprehensive Income
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Net income | $ | 5,878 | $ | 5,067 | $ | 11,172 | |||||||||||
| Defined benefit plans: | |||||||||||||||||
| Actuarial changes, net of tax of $10, $20 and $(24), respectively | 32 | 60 | (85) | ||||||||||||||
| Prior service, net of tax of $(8), $(14) and $(18), respectively | (23) | (41) | (49) | ||||||||||||||
| Other, net of tax of $—, $1 and $—, respectively | — | (2) | 1 | ||||||||||||||
| Other comprehensive income (loss) | 9 | 17 | (133) | ||||||||||||||
| Comprehensive income | 5,887 | 5,084 | 11,039 | ||||||||||||||
| Less comprehensive income attributable to: | |||||||||||||||||
| Redeemable noncontrolling interest | — | 27 | 94 | ||||||||||||||
| Noncontrolling interests | 1,831 | 1,595 | 1,397 | ||||||||||||||
| Comprehensive income attributable to MPC | $ | 4,056 | $ | 3,462 | $ | 9,548 |
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Balance Sheets
| December 31, | |||||||||||
| (Millions of dollars, except share data) | 2025 | 2024 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 3,672 | $ | 3,210 | |||||||
| Receivables, less allowance for expected credit loss of $20 and $73, respectively | 10,317 | 11,145 | |||||||||
| Inventories | 10,129 | 9,568 | |||||||||
| Other current assets | 662 | 524 | |||||||||
| Total current assets | 24,780 | 24,447 | |||||||||
| Equity method investments | 6,795 | 6,857 | |||||||||
| Property, plant and equipment, net | 37,397 | 35,028 | |||||||||
| Goodwill | 9,354 | 8,244 | |||||||||
| Intangibles, net | 2,714 | 1,774 | |||||||||
| Right of use assets, net | 1,493 | 1,300 | |||||||||
| Other noncurrent assets | 1,422 | 1,208 | |||||||||
| Total assets | $ | 83,955 | $ | 78,858 | |||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 12,974 | $ | 13,906 | |||||||
| Payroll and benefits payable | 1,107 | 1,096 | |||||||||
| Accrued taxes | 1,484 | 1,204 | |||||||||
| Debt due within one year | 2,371 | 3,049 | |||||||||
| Operating lease liabilities | 489 | 417 | |||||||||
| Other current liabilities | 1,253 | 1,155 | |||||||||
| Total current liabilities | 19,678 | 20,827 | |||||||||
| Long-term debt | 30,505 | 24,432 | |||||||||
| Deferred income taxes | 5,984 | 5,771 | |||||||||
| Defined benefit postretirement plan obligations | 1,173 | 1,157 | |||||||||
| Long-term operating lease liabilities | 993 | 860 | |||||||||
| Deferred credits and other liabilities | 1,536 | 1,305 | |||||||||
| Total liabilities | 59,869 | 54,352 | |||||||||
| Commitments and contingencies (see Note 27) | |||||||||||
| Redeemable noncontrolling interest | — | 203 | |||||||||
| Equity | |||||||||||
| Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized) | — | — | |||||||||
| Common stock: | |||||||||||
| Issued – 994 million and 994 million shares (par value $0.01 per share, 2 billion shares authorized) | 10 | 10 | |||||||||
| Held in treasury, at cost – 699 million and 678 million shares | (56,027) | (52,623) | |||||||||
| Additional paid-in capital | 33,685 | 33,624 | |||||||||
| Retained earnings | 39,751 | 36,848 | |||||||||
| Accumulated other comprehensive loss | (105) | (114) | |||||||||
| Total MPC stockholders’ equity | 17,314 | 17,745 | |||||||||
| Noncontrolling interests | 6,772 | 6,558 | |||||||||
| Total equity | 24,086 | 24,303 | |||||||||
| Total liabilities, redeemable noncontrolling interest and equity | $ | 83,955 | $ | 78,858 |
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Statements of Cash Flows
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Operating activities: | |||||||||||||||||
| Net income | $ | 5,878 | $ | 5,067 | $ | 11,172 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
| Amortization of deferred financing costs and debt discount | 39 | (31) | (78) | ||||||||||||||
| Depreciation and amortization | 3,251 | 3,337 | 3,307 | ||||||||||||||
| Pension and other postretirement benefits, net | 16 | 59 | (191) | ||||||||||||||
| Deferred income taxes | 282 | (124) | (28) | ||||||||||||||
| Net gain on disposal of assets | (173) | (28) | (217) | ||||||||||||||
| Income from equity method investments | (1,622) | (1,048) | (742) | ||||||||||||||
| Distributions from equity method investments | 1,255 | 1,215 | 941 | ||||||||||||||
| Changes in the fair value of derivative instruments | (16) | 71 | 70 | ||||||||||||||
| Changes in: | |||||||||||||||||
| Current receivables | 890 | 1,117 | 2,109 | ||||||||||||||
| Inventories | (596) | (270) | (489) | ||||||||||||||
| Current liabilities and other current assets | (776) | (438) | (1,318) | ||||||||||||||
| Right of use assets and operating lease liabilities, net | 13 | (10) | (7) | ||||||||||||||
| All other, net | (188) | (252) | (412) | ||||||||||||||
| Net cash provided by operating activities | 8,253 | 8,665 | 14,117 | ||||||||||||||
| Investing activities: | |||||||||||||||||
| Additions to property, plant and equipment | (3,486) | (2,533) | (1,890) | ||||||||||||||
| Acquisitions, net of cash acquired | (3,316) | (688) | (246) | ||||||||||||||
| Disposal of assets | 1,005 | 35 | 36 | ||||||||||||||
| Investments – acquisitions and contributions | (1,064) | (509) | (480) | ||||||||||||||
| Investments – redemptions, repayments, return of capital and sales proceeds | 721 | 161 | 275 | ||||||||||||||
| Purchases of short-term investments | — | (2,949) | (8,622) | ||||||||||||||
| Sales of short-term investments | — | 3,295 | 2,082 | ||||||||||||||
| Maturities of short-term investments | — | 4,526 | 5,048 | ||||||||||||||
| All other, net | 273 | 196 | 702 | ||||||||||||||
| Net cash provided by (used in) investing activities | (5,867) | 1,534 | (3,095) | ||||||||||||||
| Financing activities: | |||||||||||||||||
| Commercial paper – issued | 5,055 | — | — | ||||||||||||||
| Commercial paper– repayments | (5,055) | — | — | ||||||||||||||
| Long-term debt – borrowings | 11,166 | 1,631 | 1,589 | ||||||||||||||
| Long-term debt – repayments | (6,463) | (1,984) | (1,079) | ||||||||||||||
| Debt issuance costs | (80) | (15) | (15) | ||||||||||||||
| Issuance of common stock | 24 | 25 | 62 | ||||||||||||||
| Common stock repurchased | (3,488) | (9,189) | (11,572) | ||||||||||||||
| Dividends paid | (1,140) | (1,154) | (1,261) | ||||||||||||||
| Distributions to noncontrolling interests | (1,513) | (1,377) | (1,281) | ||||||||||||||
| Repurchases of noncontrolling interests | (400) | (326) | — | ||||||||||||||
| Redemption of noncontrolling interests - preferred units | — | — | (600) | ||||||||||||||
| All other, net | (30) | (45) | (50) | ||||||||||||||
| Net cash used in financing activities | (1,924) | (12,434) | (14,207) | ||||||||||||||
| Net change in cash, cash equivalents and restricted cash | $ | 462 | $ | (2,235) | $ | (3,185) | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period(a) | 3,211 | 5,446 | 8,631 | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period(a) | $ | 3,673 | $ | 3,211 | $ | 5,446 |
(a) Restricted cash is included in other current assets on our consolidated balance sheets.
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Statements of Equity and Redeemable Noncontrolling Interest
| MPC Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests | Total Equity | Redeemable Non-controlling Interest | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Shares in millions; amounts in millions of dollars) | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | 990 | $ | 10 | (536) | $ | (31,841) | $ | 33,402 | $ | 26,142 | $ | 2 | $ | 6,404 | $ | 34,119 | $ | 968 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 9,681 | — | 1,397 | 11,078 | 94 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($3.075 per share) | — | — | — | — | — | (1,261) | — | — | (1,261) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (1,187) | (1,187) | (94) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (133) | — | (133) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (89) | (11,661) | — | — | — | — | (11,661) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 3 | — | — | — | 67 | 2 | — | 6 | 75 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | (4) | (2) | — | (520) | (526) | (73) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | 993 | $ | 10 | (625) | $ | (43,502) | $ | 33,465 | $ | 34,562 | $ | (131) | $ | 6,100 | $ | 30,504 | $ | 895 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 3,445 | — | 1,595 | 5,040 | 27 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($3.385 per share) | — | — | — | — | — | (1,154) | — | — | (1,154) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (1,333) | (1,333) | (44) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | 17 | — | 17 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (53) | (9,121) | — | — | — | — | (9,121) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 1 | — | — | — | 55 | (5) | — | 7 | 57 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | 104 | — | — | 189 | 293 | (675) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | 994 | $ | 10 | (678) | $ | (52,623) | $ | 33,624 | $ | 36,848 | $ | (114) | $ | 6,558 | $ | 24,303 | $ | 203 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 4,047 | — | 1,831 | 5,878 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($3.73 per share) | — | — | — | — | — | (1,140) | — | — | (1,140) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (1,507) | (1,507) | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | 9 | — | 9 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (21) | (3,404) | — | — | — | — | (3,404) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 75 | (4) | — | 4 | 75 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | (14) | — | — | (114) | (128) | (197) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | 994 | $ | 10 | (699) | $ | (56,027) | $ | 33,685 | $ | 39,751 | $ | (105) | $ | 6,772 | $ | 24,086 | $ | — |
The accompanying notes are an integral part of these consolidated financial statements.
Notes to Consolidated Financial Statements
1. Description of the Business and Basis of Presentation
Description of the Business
We are a leading, integrated, downstream and midstream energy company headquartered in Findlay, Ohio. We operate one of the nation's largest refining systems. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market and to independent entrepreneurs who operate branded outlets. We also sell transportation fuel to consumers through direct dealer locations under long-term supply contracts. MPC’s midstream operations are primarily conducted through MPLX, which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We own the general partner and a majority limited partner interest in MPLX. In addition, we produce and market renewable diesel in the United States.
Refer to Notes 4 and 10 for additional information about our operations.
Basis of Presentation
All significant intercompany transactions and accounts have been eliminated.
Certain prior period financial statement amounts have been reclassified to conform to current period presentation.
2. Summary of Principal Accounting Policies
Principles Applied in Consolidation
These consolidated financial statements include the accounts of our majority-owned, controlled subsidiaries and MPLX. As of December 31, 2025, we owned the general partner of MPLX and approximately 64 percent of the outstanding MPLX common units. Due to our ownership of the general partner interest, we have determined that we control MPLX and therefore we consolidate MPLX and record a noncontrolling interest for the interest owned by the public. Changes in ownership interest in consolidated subsidiaries that do not result in a change in control are recorded as equity transactions.
Investments in entities over which we have significant influence, but not control, are accounted for using the equity method of accounting. This includes entities in which we hold majority ownership but the minority shareholders have substantive participating rights. Income from equity method investments represents our proportionate share of net income generated by the equity method investees.
Differences in the basis of the investments and the separate net asset values of the investees, if any, are amortized into net income over the remaining useful lives of the underlying assets and liabilities, except for any excess related to goodwill. Equity method investments are evaluated for impairment whenever changes in the facts and circumstances indicate an other than temporary loss in value has occurred. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management 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. Actual results could differ from those estimates.
Revenue Recognition
We recognize revenue based on consideration specified in contracts or agreements with customers when we satisfy our performance obligations by transferring control over products or services to a customer. We made an accounting policy election that all taxes assessed by a governmental authority that are both imposed on and concurrent with a revenue-producing transaction and collected from our customers will be recognized on a net basis within sales and other operating revenues.
Our revenue recognition patterns are described below by reportable segment:
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Refining & Marketing and Renewable Diesel - The vast majority of our Refining & Marketing and Renewable Diesel contracts contain pricing that is based on the market price for the product at the time of delivery. Our obligations to deliver product volumes are typically satisfied and revenue is recognized when control of the product transfers to our customers. Concurrent with the transfer of control, we typically receive the right to payment for the delivered product, the customer accepts the product and the customer has significant risks and rewards of ownership of the product. Payment terms require customers to pay shortly after delivery and do not contain significant financing components.
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Midstream - Midstream revenue transactions typically are defined by contracts under which we sell a product or provide a service. Revenues from sales of product are recognized when control of the product transfers to the customer.
Revenues from services are recognized over time when the performance obligation is satisfied as services are provided in a series. We have elected to use the output measure of progress to recognize revenue based on the units delivered, processed or transported. The transaction prices in our Midstream contracts often have both fixed components, related to minimum volume commitments, and variable components, which are primarily dependent on volumes. Variable consideration will generally not be estimated at contract inception as the transaction price is specifically allocable to the services provided at each period end.
Refer to Note 20 for disclosure of our revenue disaggregated by segment and product line and to Note 10 for a description of our reportable segment operations.
Crude Oil and Refined Product Exchanges and Matching Buy/Sell Transactions
We enter into exchange contracts and matching buy/sell arrangements whereby we agree to deliver a particular quantity and quality of crude oil or refined products at a specified location and date to a particular counterparty and to receive from the same counterparty the same commodity at a specified location on the same or another specified date. The exchange receipts and deliveries are nonmonetary transactions, with the exception of associated grade or location differentials that are settled in cash. The matching buy/sell purchase and sale transactions are settled in cash. No revenues are recorded for exchange and matching buy/sell transactions as they are accounted for as exchanges of inventory. The exchange transactions are recognized at the carrying amount of the inventory transferred.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with original maturities of three months or less.
Accounts Receivable and Allowance for Expected Credit Loss
Our receivables primarily consist of customer accounts receivable. Customer receivables are recorded at the invoiced amounts and generally do not bear interest. Allowances for expected credit loss are generally recorded when it becomes probable the receivable will not be collected and are booked to bad debt expense. The allowance for expected credit loss is the best estimate of the amount of probable credit losses in customer accounts receivable. We review the allowance quarterly and past-due balances over 150 days are reviewed individually for collectability.
We mitigate credit risk with master netting agreements with companies engaged in the crude oil or refinery feedstock trading and supply business or the petroleum refining industry. A master netting agreement generally provides for a once per month net cash settlement of the accounts receivable from and the accounts payable to a particular counterparty.
Leases
Contracts with a term greater than one year that convey the right to direct the use of and obtain substantially all of the economic benefit of an asset are accounted for as right of use assets.
Right of use asset and lease liability balances are recorded at the commencement date at present value of the fixed lease payments using a secured incremental borrowing rate with a maturity similar to the lease term because our leases do not provide implicit rates. We have elected to include both lease and non-lease components in the present value of the lease payments for all lessee asset classes with the exception of our marine and third-party contractor service equipment leases. The lease component of the payment for the marine and equipment asset classes is determined using a relative standalone selling price. See Note 26 for additional disclosures about our lease contracts.
As a lessor under ASU No. 2016-02, Leases (“ASC 842”), MPLX may be required to reclassify existing operating leases to sales-type leases upon modification and related reassessment of the leases. See Note 26 for further information regarding our ongoing evaluation of the impacts of lease reassessments as modifications occur. The net investment in sales-type leases is recorded within receivables, net and other noncurrent assets on the consolidated balance sheets. These amounts are comprised of the present value of the sum of the future minimum lease payments representing the value of the lease receivable and the unguaranteed residual value of the lease assets. Management assesses the net investment in sales-type leases for recoverability quarterly.
Inventories
Inventories are carried at the lower of cost or market value. Cost of inventories is determined primarily under the LIFO method. Costs for crude oil and other feedstocks and refined product inventories are aggregated on a consolidated basis for purposes of assessing if the LIFO cost basis of these inventories may have to be written down to market value.
Fair Value
We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
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Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. Our Level 1 derivative assets and liabilities include exchange-traded contracts for crude oil and refined products measured at fair value with a market approach using the close-of-day settlement prices for the market. Commodity derivatives are covered under master netting agreements with an unconditional right to offset. Collateral deposits in futures commission merchant accounts covered by master netting agreements related to Level 1 commodity derivatives are classified as Level 1.
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Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, and forward and spot prices for currencies. Our Level 2 investments include commercial paper, certificates of deposit, time deposits and corporate notes and bonds. Our Level 2 derivative assets and liabilities primarily include certain OTC contracts.
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Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 assets and liabilities include goodwill, long-lived assets and intangible assets, when they are recorded at fair value due to an impairment charge and an embedded derivative liability relates to a natural gas purchase agreement embedded in a keep‑whole processing agreement. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities.
Derivative Instruments
We use derivatives to economically hedge a portion of our exposure to commodity price risk and, historically, to interest rate risk. Our use of selective derivative instruments that assume market risk is limited. All derivative instruments (including derivative instruments embedded in other contracts) are recorded at fair value. Certain commodity derivatives are reflected on the consolidated balance sheets on a net basis by counterparty as they are governed by master netting agreements. Cash flows related to derivatives used to hedge commodity price risk and interest rate risk are classified in operating activities with the underlying transactions.
Derivatives not designated as accounting hedges
Derivatives that are not designated as accounting hedges may include commodity derivatives used to hedge price risk on (1) inventories, (2) fixed price sales of refined products, (3) the acquisition of foreign-sourced crude oil, (4) the acquisition of ethanol for blending with refined products, (5) the sale of NGLs, (6) the purchase of natural gas, (7) the purchase of soybean oil and (8) the sale of propane. Changes in the fair value of derivatives not designated as accounting hedges are recognized immediately in net income.
Concentrations of credit risk
All of our financial instruments, including derivatives, involve elements of credit and market risk. The most significant portion of our credit risk relates to nonperformance by counterparties. The counterparties to our financial instruments consist primarily of major financial institutions and companies within the energy industry. To manage counterparty risk associated with financial instruments, we select and monitor counterparties based on an assessment of their financial strength and on credit ratings, if available. Additionally, we limit the level of exposure with any single counterparty.
Variable Interest Entities
We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE. Our interests in a VIE are referred to as variable interests. Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. When we conclude that we hold an interest in a VIE, we must determine if we are the entity’s primary beneficiary. A primary beneficiary is deemed to have a controlling financial interest in a VIE. This controlling financial interest is evidenced by both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits that could potentially be significant to the VIE. We consolidate any VIE when we determine that we are the primary beneficiary. We must disclose the nature of any interests in a VIE that is not consolidated.
Significant judgment is exercised in determining that a legal entity is a VIE and in evaluating our interest in a VIE. We use primarily a qualitative analysis to determine if an entity is a VIE. We evaluate the entity’s need for continuing financial support; the equity holder’s lack of a controlling financial interest; and/or if an equity holder’s voting interests are disproportionate to its obligation to absorb expected losses or receive residual returns. We evaluate our interests in a VIE to determine whether we are the primary beneficiary. We use a primarily qualitative analysis to determine if we are deemed to have a controlling financial interest in the VIE, either on a standalone basis or as part of a related party group. We continually monitor our interests in legal entities for changes in the design or activities of an entity and changes in our interests, including our status as the primary beneficiary to determine if the changes require us to revise our previous conclusions.
Changes in the design or nature of the activities of a VIE, or our involvement with a VIE, may require us to reconsider our conclusions on the entity’s status as a VIE and/or our status as the primary beneficiary. Such reconsideration requires significant
judgment and understanding of the organization. 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 Note 6.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, generally 10 to 40 years for refining and midstream assets, 25 years for office buildings and 4 to 7 years for other miscellaneous fixed assets. Such assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset group and its eventual disposition is less than the carrying amount of the asset group, an impairment assessment is performed and the excess of the book value over the fair value of the asset group is recorded as an impairment loss.
When items of property, plant and equipment are sold or otherwise disposed of, any gains or losses are reported in net income. Gains on the disposal of property, plant and equipment are recognized when earned, which is generally at the time of closing. If a loss on disposal is expected, such losses are recognized when the assets are classified as held for sale.
Interest expense is capitalized for qualifying assets under construction. Capitalized interest costs are included in property, plant and equipment and are depreciated over the useful life of the related asset.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment at the reporting unit level annually and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below carrying value. If we determine, based on a qualitative assessment, that it is more likely than not that a reporting unit’s fair value exceeds its carrying amount, no further impairment testing is required. If we do not perform a qualitative assessment or if that assessment indicates that further impairment testing is required, the fair value of each reporting unit is determined using an income and/or market approach which is compared to the carrying value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss would be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The fair value under the income approach is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future volumes, discount rates, and future capital requirements.
Amortization of intangibles with definite lives is calculated using the straight-line method, which is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. Intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible may not be recoverable. If the sum of the expected undiscounted future cash flows related to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. Intangibles not subject to amortization are tested for impairment annually and when circumstances indicate that the fair value is less than the carrying amount of the intangible. If the fair value is less than the carrying value, an impairment is recorded for the difference.
Major Maintenance Activities
Costs for planned turnaround and other major maintenance activities are expensed in the period incurred. These types of costs include contractor repair services, materials and supplies, equipment rentals and our labor costs.
Environmental Costs
Environmental expenditures for additional equipment that mitigates or prevents future contamination or improves environmental safety or efficiency of the existing assets are capitalized. We recognize remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs can be reasonably estimated. The timing of remediation accruals coincides with the completion of a feasibility study or the commitment to a formal plan of action. Remediation liabilities are accrued based on estimates of known environmental exposure and are discounted when the estimated amounts are reasonably fixed and determinable. If recoveries of remediation costs from third parties are probable, a receivable is recorded and is discounted when the estimated amount is reasonably fixed and determinable.
Asset Retirement Obligations
The fair value of asset retirement obligations is recognized in the period in which the obligations are incurred if a reasonable estimate of fair value can be made. The majority of our recognized asset retirement liability relates to conditional asset retirement obligations for removal and disposal of fire-retardant material from certain refining facilities. The remaining recognized asset retirement liability relates to other refining assets, certain pipelines and processing facilities and other related pipeline assets. The fair values recorded for such obligations are based on the most probable current cost projections.
Asset retirement obligations have not been recognized for some assets because the fair value cannot be reasonably estimated since the settlement dates of the obligations are indeterminate. Such obligations will be recognized in the period when sufficient information becomes available to estimate a range of potential settlement dates. The asset retirement obligations principally include the hazardous material disposal and removal or dismantlement requirements associated with the closure of certain refining, terminal, pipeline and processing assets.
Our practice is to keep our assets in good operating condition through routine repair and maintenance of component parts in the ordinary course of business and by continuing to make improvements based on technological advances. As a result, we believe that generally these assets have no expected settlement date for purposes of estimating asset retirement obligations since the dates or ranges of dates upon which we would retire these assets cannot be reasonably estimated at this time.
Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their tax bases. Deferred tax assets are recorded when it is more likely than not that they will be realized. The realization of deferred tax assets is assessed periodically based on several factors, primarily our expectation to generate sufficient future taxable income.
Share-Based Compensation Arrangements
The fair value of stock options granted to our employees is estimated on the date of grant using the Black-Scholes option pricing model. The model employs various assumptions based on management’s estimates at the time of grant, which impact the calculation of fair value and ultimately, the amount of expense that is recognized over the vesting period of the stock option award. Of the required assumptions, the expected life of the stock option award and the expected volatility of our stock price have the most significant impact on the fair value calculation. The average expected life is based on our historical employee exercise behavior. The assumption for expected volatility of our stock price reflects a weighting of 50 percent of our common stock implied volatility and 50 percent of our common stock historical volatility.
The fair value of restricted stock awards granted to our employees is determined based on the fair market value of our common stock on the date of grant. The fair value of performance awards granted to our employees is determined using a Monte Carlo valuation model, which is updated quarterly, with appropriate mark-to-market adjustments made.
Our share-based compensation expense is recognized based on management’s estimate of the awards that are expected to vest, using the straight-line attribution method for all service-based awards with a graded vesting feature. Awards expected to vest are estimated using the historical data of our own employees. If actual forfeiture results are different than expected, adjustments to recognized compensation expense may be required in future periods. Unearned share-based compensation is charged to equity when restricted stock awards are granted. Compensation expense is recognized over the requisite service period and is adjusted if conditions of the restricted stock award are not met.
Business Combinations
We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date. Any excess or deficiency of the purchase consideration when compared to the fair value of the net tangible assets acquired, if any, is recorded as goodwill or gain from a bargain purchase. For material acquisitions, management engages an independent valuation specialist to assist with the determination of fair value of the assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired, liabilities assumed, and noncontrolling interest, if any, in a business combination. The income valuation method represents the present value of future cash flows over the life of the asset using: (i) discrete financial forecasts, which rely on management’s estimates of revenue and operating expenses; (ii) long-term growth rates; and (iii) appropriate discount rates. The market valuation method uses prices paid for a reasonably similar asset by other purchasers in the market, with adjustments relating to any differences between the assets. The cost valuation method is based on the replacement cost of a comparable asset at prices at the time of the acquisition reduced for depreciation of the asset. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period of the adjustment. Acquisition-related costs are expensed as incurred in connection with each business combination.
Environmental Credits and Obligations
In order to comply with certain regulations, specifically the 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.
3. Accounting Standards
Recently Adopted
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued this ASU to update income tax disclosure requirements to provide consistent categories and greater disaggregation of information in the rate reconciliation and to disaggregate income taxes paid by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024. We adopted this ASU in 2025 and applied the amendments on a retrospective basis. The enhanced income tax disclosures are presented in Note 12 - Income Taxes and Note 21 - Supplemental Cash Flow Information.
Not Yet Adopted
ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)
In September 2025, the FASB issued ASU 2025-06 to modernize the accounting for software costs that are accounted for under ASC 350-40 by removing all references to prescriptive and sequential software development stages and requiring entities to begin capitalizing software costs when both management has authorized and committed to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform its intended function. The ASU also provides enhanced guidance on evaluating whether the probable-to-complete recognition threshold has been met. This ASU is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU may be applied either (1) prospectively to all projects started in reporting periods after adoption, including in-process projects, (2) on a modified transition basis that is based on the status of the project and whether software costs were capitalized before the date of adoption, or (3) retrospectively to all prior periods presented in the financial statements. We will adopt this ASU on a prospective basis and do not expect material impacts to our capitalized software cost.
ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued an ASU to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.
4. Master Limited Partnership
We own the general partner and a majority limited partner interest in MPLX, which owns and operates crude oil and light product transportation and logistics infrastructure as well as gathering, processing and fractionation assets. We control MPLX through our ownership of the general partner interest and, as of December 31, 2025, we owned approximately 64 percent of the outstanding MPLX common units.
Unit Repurchase Program
On August 5, 2025, MPLX announced its board of directors approved a $1.0 billion unit repurchase authorization in addition to the $1.0 billion unit repurchase authorization announced on August 2, 2022. These unit 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 timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued or restarted at any time.
Total unit repurchases were as follows for the respective periods:
| (In millions, except per unit data) | 2025 | 2024 | 2023 | ||||||||||||||
| Number of common units repurchased | 8 | 8 | — | ||||||||||||||
| Cash paid for common units repurchased | $ | 400 | $ | 326 | $ | — | |||||||||||
| Average cost per unit | $ | 51.58 | $ | 43.04 | $ | — |
As of December 31, 2025, MPLX had approximately $1.12 billion remaining under its unit repurchase authorizations.
Series A Preferred Units
The Series A preferred units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event, which is outside MPLX’s control. Therefore, they are presented as temporary equity in the mezzanine section of our consolidated balance sheets.
During the years ended December 31, 2024 and December 31, 2023, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into 21 million common units and 2 million common units, respectively. Approximately 6 million Series A preferred units were outstanding as of December 31, 2024. On February 11, 2025, MPLX exercised its right to convert the remaining outstanding Series A preferred units into common units.
For a summary of changes in the redeemable preferred balance, see the accompanying consolidated statements of equity and redeemable noncontrollable interest.
Redemption of the Series B Preferred Units
On February 15, 2023, MPLX exercised its right to redeem all of its 600,000 outstanding preferred units (the “Series B preferred units”). MPLX paid unitholders the Series B preferred unit redemption price of $1,000 per unit. The final semi-annual distribution on the Series B preferred units was paid on February 15, 2023 in the usual manner.
The excess of the total redemption price of $600 million paid to Series B preferred unitholders over the carrying value of the Series B preferred units on the redemption date resulted in a $2 million net reduction to retained earnings.
Agreements
We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX provides transportation, storage, distribution and marketing services to us. With certain exceptions, these agreements generally contain minimum volume commitments. These transactions are eliminated in consolidation but are reflected as intersegment transactions among our Refining & Marketing, Renewable Diesel and Midstream segments. We also have agreements with MPLX that establish fees for operational and management services provided between us and MPLX and for executive management services and certain general and administrative services provided by us to MPLX. These transactions are eliminated in consolidation but are reflected as intersegment transactions between corporate and our Midstream segment.
Noncontrolling Interest
As a result of equity transactions of MPLX, we are required to adjust non-controlling interest and additional paid-in capital. Changes in MPC’s additional paid-in capital resulting from changes in its ownership interest in MPLX were as follows:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Increase (decrease) due to change in ownership | $ | (88) | $ | 159 | $ | (4) | |||||||||||
| Tax impact | 74 | (55) | — | ||||||||||||||
| Increase (decrease) in MPC's additional paid-in capital, net of tax | $ | (14) | $ | 104 | $ | (4) |
5. Acquisitions and Other Transactions
Northwind Midstream Acquisition
On August 29, 2025, MPLX completed the acquisition of 100 percent of Northwind Delaware Holdings LLC ( “Northwind Midstream”) for $2.4 billion in cash (the “Northwind Midstream Acquisition”). Northwind Midstream provides sour gas gathering and treating services in Lea County, New Mexico, which enhances MPLX’s Permian natural gas and NGL value chain. The Northwind Midstream Acquisition was financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issuance in August 2025.
Northwind Midstream consists of over 200,000 dedicated acres, more than 200 miles of gathering pipelines, two in-service acid gas injection wells at 20 MMcf/d and a third permitted well that will bring its total capacity to 37 MMcf/d. At the time of acquisition, the system had 150 MMcf/d of sour gas treating capacity, with in-process expansion projects expected to increase capacity to
over 400 MMcf/d by the second half of 2026. The system is partially supported by minimum volume commitments by regional producers.
The Northwind Midstream Acquisition was accounted for as a business combination requiring all Northwind Midstream assets and liabilities to be remeasured to fair value. The fair value of property, plant and equipment was based primarily on the cost approach. The fair value of the identifiable intangible assets was primarily based on the multi-period excess earnings method, which is an income approach. The intangible assets acquired are related to various commercial contracts with a weighted average amortization period of 15 years. The following table reflects our preliminary allocation of the $2.4 billion purchase price to the Northwind Midstream assets and liabilities, as well as measurement period adjustments since the acquisition date:
| As originally reported | Adjustments | As adjusted | |||||||||||||||
| (In millions) | |||||||||||||||||
| Cash and cash equivalents | $ | 17 | $ | — | $ | 17 | |||||||||||
| Receivables | 11 | — | 11 | ||||||||||||||
| Other current assets | 1 | — | 1 | ||||||||||||||
| Property, plant and equipment | 1,182 | (13) | 1,169 | ||||||||||||||
| Intangibles | 951 | — | 951 | ||||||||||||||
| Other noncurrent assets | 2 | — | 2 | ||||||||||||||
| Total assets acquired | 2,164 | (13) | 2,151 | ||||||||||||||
| Liabilities assumed: | |||||||||||||||||
| Accounts payable | 105 | 10 | 115 | ||||||||||||||
| Other current liabilities | 1 | — | 1 | ||||||||||||||
| Long-term operating lease liabilities | 1 | — | 1 | ||||||||||||||
| Total liabilities assumed | 107 | 10 | 117 | ||||||||||||||
| Total identifiable net assets | 2,057 | (23) | 2,034 | ||||||||||||||
| Goodwill | 356 | 23 | 379 | ||||||||||||||
| Fair value of net assets acquired | $ | 2,413 | $ | — | $ | 2,413 |
The allocation is subject to revision, as certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the final valuation of property, plant and equipment and intangible assets acquired, which may impact the amount of goodwill recognized. The final valuation will be completed no later than one year from the acquisition date. The results for the acquired business are reported within our Midstream segment.
The purchase price allocation resulted in the recognition of $379 million in goodwill by our Midstream segment, all of which is deductible by MPLX for tax purposes. Goodwill represents the accelerated growth opportunities in the Permian using Northwind Midstream’s asset base, which is complementary and adjacent to MPLX’s existing Delaware basin natural gas system and offers optionality to direct volumes through our integrated system.
Pro forma financial information assuming the Northwind Midstream Acquisition had occurred as of the beginning of the calendar year prior to the year of the acquisition, as well as the revenues and earnings generated during the period since the acquisition date, were not material for disclosure purposes.
Divestiture of Rockies Operations
On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing operations (the “Rockies”) to a subsidiary of Harvest Midstream (“Harvest”) for $980 million in cash. The transaction resulted in a gain of $159 million, which is included in net gain on disposal of assets on the accompanying consolidated statements of income. The sale of these non-core gathering and processing assets did not represent a strategic shift that has or will have a material effect on our operations or financial results. Prior to the sale, the Rockies operations were included in our Midstream segment.
Sale of Interest in Ethanol Joint Venture
On July 31, 2025, MPC sold its 49.9 percent interest in The Andersons Marathon Holdings LLC (“TAMH”) to The Andersons Ethanol LLC, in exchange for cash proceeds of $427 million. MPC’s equity method investment in TAMH was previously reported in the Refining & Marketing segment. Upon closing, MPC derecognized the carrying value of the equity method investment of $173 million and recorded a gain of $254 million, which is included in income from equity method investments on the accompanying consolidated statements of income.
BANGL, LLC Acquisitions
BANGL, LLC (“BANGL”) owns and operates a NGL pipeline system that connects production in the Delaware and Midland basins to key demand centers along the Gulf Coast. On July 31, 2024, MPLX exercised its right of first offer under the BANGL joint venture agreement to purchase an additional 20 percent ownership interest in BANGL for $210 million in cash, which increased total ownership interest to 45 percent (the “2024 BANGL Transaction”). The purchase price of the additional 20 percent ownership interest in BANGL exceeded MPLX’s portion of the underlying net assets of the joint venture by approximately $156 million. Following the 2024 BANGL Transaction, MPLX’s investment in BANGL continued to be accounted for as an equity method investment.
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL for $703 million cash, plus an earnout provision of up to $275 million based on targeted EBITDA growth from 2026 to 2029 (the “BANGL Acquisition”). We recorded a liability for these contingent payments in the third quarter of 2025. See Note 17 for additional detail on the inputs used to measure the fair value of these contingent payments. On July 3, 2025, MPLX used cash on hand to extinguish approximately $656 million principal amount of debt outstanding, including interest, related to certain term and revolving loans assumed as part of the BANGL Acquisition (the “BANGL Debt Repayment”).
Upon acquisition of the remaining 55 percent interest in BANGL, MPLX’s existing equity investment was remeasured to fair value resulting in the recognition of a $484 million gain, which is included in income from equity method investments within the accompanying consolidated statements of income. The fair value of the previously held equity method investment was estimated using an income approach, with significant valuation inputs including forecasted cash flows and discount rates ranging from 11 to 12 percent. As a result of the BANGL Acquisition, MPLX now owns 100 percent of BANGL and its results are reflected in our Midstream segment within our consolidated financial results.
The following table summarizes the purchase price consideration in connection with the BANGL Acquisition:
| (In millions) | |||||
| Total cash paid | $ | 703 | |||
| Fair value of contingent consideration as of acquisition date | 234 | ||||
| Total consideration | 937 | ||||
| Fair value of previously held equity interest | 766 | ||||
| Fair value of net assets acquired | $ | 1,703 |
The BANGL Acquisition was accounted for as a business combination requiring all BANGL assets and liabilities to be remeasured to fair value. The fair value of property, plant and equipment was determined using a combination of both the cost and income approach. The fair value of the identifiable intangible assets was primarily based on the multi-period excess earnings method, which is an income approach. The intangible asset acquired is related to a customer relationship with an amortization period of 11 years. The following table reflects our preliminary determination of the fair value of the BANGL assets and liabilities:
| (In millions) | July 1, 2025 | ||||
| Assets acquired: | |||||
| Cash and cash equivalents | $ | 18 | |||
| Other current assets | 4 | ||||
| Property, plant and equipment | 1,550 | ||||
| Intangibles | 77 | ||||
| Other noncurrent assets | 22 | ||||
| Total assets acquired | 1,671 | ||||
| Liabilities assumed: | |||||
| Long-term debt due within one year | 46 | ||||
| Other current liabilities | 42 | ||||
| Long-term debt | 610 | ||||
| Other long-term liabilities | 1 | ||||
| Total liabilities assumed | 699 | ||||
| Total identifiable net assets | 972 | ||||
| Goodwill | 731 | ||||
| Fair value of net assets acquired | $ | 1,703 |
The allocation is subject to revision, as certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the final valuation of property, plant and equipment and intangible assets acquired, which may impact the amount of goodwill recognized. The final valuation will be completed no later than one year from the acquisition date.
The purchase price allocation resulted in the recognition of $731 million in goodwill by our Midstream segment, 55 percent of which is deductible by MPLX for tax purposes. Goodwill represents the advancement of MPLX’s wellhead-to-water strategy by securing full ownership of a strategically located NGL transport asset which further integrates MPLX’s midstream infrastructure connecting the Permian and Gulf Coast regions.
Pro forma financial information assuming the BANGL Acquisition had occurred as of the beginning of the calendar year prior to the year of the acquisition, as well as the revenues and earnings generated during the period since the acquisition date, were not material for disclosure purposes.
Whiptail Midstream Acquisition
On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash. These San Juan basin assets consist primarily of crude and natural gas gathering systems in the Four Corners region. The acquisition was accounted for as a business combination, which requires all the identifiable assets acquired and liabilities assumed to be remeasured to fair value at the date of acquisition. The final valuation includes $170 million of property, plant and equipment, $41 million of intangibles and $24 million of net working capital. The results for the acquired business are reported within our Midstream segment.
Jones Act Blue Water Vessels Acquisition
Marathon Coastal Holdings LLC (formerly known as Crowley Coastal Partners LLC, “Coastal Holdings”) was formed in May 2016 as a joint venture to own, through its subsidiaries, four Jones Act mid-range product tankers and three Jones Act series 750 ATB vessels. Prior to October 1, 2024, MPC accounted for our 50 percent ownership in Coastal Holdings as an equity method investment.
On October 1, 2024, MPC paid approximately $66 million in cash to purchase the remaining 50 percent interest in Coastal Holdings and its subsidiary, Marathon Blue Water Holdings LLC (formerly known as Crowley Blue Water Partners, LLC, “Blue Water Holdings”), which owns the three ATB vessels, from our joint venture partner. As part of the transaction, MPC assumed Blue Water Holdings’ United States Maritime Administration guaranteed obligations (the “MARAD Debt”) with an aggregate outstanding principal amount and accrued interest value of $175 million as of October 1, 2024. See Note 19 for additional information. Subsequent to the acquisition date, Coastal Holdings is wholly owned by MPC and is included in our consolidated results.
The excess of the $66 million fair value over the $50 million book value of our 50 percent indirect interest in Coastal Holdings resulted in a $16 million gain, which is included in income from equity method investments on the accompanying consolidated statements of income.
Whistler Joint Venture Transaction
On May 29, 2024, MPLX and its joint venture partner contributed their respective membership interests in Whistler Pipeline, LLC to a newly formed joint venture, WPC Parent, LLC, and issued a 19 percent voting interest in WPC Parent, LLC to an affiliate of Enbridge Inc. in exchange for the contribution of cash and the Rio Bravo Pipeline project (collectively the “Whistler Joint Venture Transaction”). As a result of the transaction, MPLX’s voting interest in the joint venture was reduced from 37.5 percent to 30.4 percent. MPLX recognized a gain of $151 million at closing and received a cash distribution of $134 million, recorded as a return of capital, related to the dilution of the ownership interest. The gain is included in income from equity method investments on the accompanying consolidated statements of income and the return of capital is included in investments - redemptions, repayments, return of capital and sales proceeds within the investing section of the accompanying consolidated statements of cash flows.
Utica Midstream Acquisition
On March 22, 2024, MPLX used $625 million of cash to purchase additional ownership interests 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”). After giving effect to the acquisition, MPLX owns a combined direct and indirect 73 percent interest in OGC and a 100 percent interest in OCC. In addition, MPLX acquired a 100 percent interest in a dry gas gathering system in the Utica basin. OGC continues to be accounted for as an equity method investment as MPLX did not obtain control of OGC as a result of the transaction. OGC is considered a VIE and MPLX is not deemed to be the primary beneficiary due to voting rights on significant matters. The acquisition date fair value of our investment in OGC exceeded our portion of the underlying net assets of the joint venture by approximately $75 million. This basis difference is being amortized into net income over the remaining estimated useful lives of the underlying net assets. OCC was previously accounted for as an equity method investment, and it is now consolidated and included in our consolidated financial results.
The acquisition was accounted for as a business combination requiring all the acquired assets and liabilities to be remeasured to fair value resulting in a consolidated fair value of net assets and liabilities of $625 million. The fair value includes $507 million related to acquired interests in the joint ventures and the remaining balance related to other acquired assets and liabilities. The revaluation of MPLX’s existing 62 percent equity method investment in OCC resulted in a $20 million gain, which is included in net gain on disposal of assets on the accompanying consolidated statements of income. The fair value of equity method investments was based on a discounted cash flow model.
MarkWest Torñado GP, L.L.C. Acquisition
On December 15, 2023, MPLX used $303 million of cash on hand to purchase the remaining 40 percent interest in MarkWest Torñado GP, L.L.C. (“Torñado”) for approximately $270 million, including cash paid for working capital, and to extend the term of a gathering and processing agreement for approximately $33 million. As a result of this transaction, this entity is now consolidated and included in our consolidated financial results. It was previously accounted for as an equity method investment. Torñado provides natural gas gathering and processing related services in the Permian basin. The results for this business are reported within our Midstream segment.
At December 15, 2023, the carrying value of MPLX’s 60 percent equity investment in Torñado was $311 million. Upon acquisition of the remaining 40 percent member interest, the existing equity investment was remeasured to fair value resulting in the recognition of a $92 million gain, which was presented in the net gain on disposal of assets line on the accompanying consolidated statements of income. The fair value of the previously held equity method investment was primarily based on the price negotiated for the 40 percent interest in Torñado.
The acquisition was accounted for as a business combination. While the purchase price for the 40 percent interest was $270 million, all of the Torñado assets and liabilities were remeasured to fair value resulting in a consolidated fair value of net assets and liabilities of $673 million, consisting primarily of property, plant and equipment and identifiable intangible assets. The fair value of property, plant and equipment was based primarily on the cost approach. The fair value of the identifiable intangible assets, consisting of various customer contracts, was primarily based on the multi-period excess earnings method, which is an income approach.
South Texas Gateway Terminal LLC Sale
On August 1, 2023, MPC sold its 25 percent interest in South Texas Gateway Terminal LLC (“South Texas Gateway”) to an affiliate of Gibson Energy Inc. (“Gibson Energy”). Gibson Energy paid $1.1 billion in cash to acquire 100 percent of the membership interests of South Texas Gateway from MPC and its other members. South Texas Gateway owns an oil export facility in the U.S. Gulf Coast. MPC’s proceeds were $270 million, resulting in a gain of $106 million, which is included in net gain on disposal of assets on the accompanying consolidated statements of income.
LF Bioenergy Acquisition
On March 8, 2023, MPC announced the acquisition of a 49.9 percent interest in LF Bioenergy, an emerging producer of renewable natural gas (“RNG”) in the U.S., for approximately $56 million, which included funding for on-going operations and project development. LF Bioenergy has been focused on developing and growing a portfolio of dairy farm-based, low carbon intensity RNG projects. MPC accounts for our ownership interest in LF Bioenergy as an equity method investment.
6. Variable Interest Entities
Consolidated VIE
We control MPLX through our ownership of its general partner. MPLX is a VIE because the limited partners do not have substantive kick-out or participating rights over the general partner. We are the primary beneficiary of MPLX because in addition to our significant economic interest, we also have the ability, through our ownership of the general partner, to control the decisions that most significantly impact MPLX. We therefore consolidate MPLX and record a noncontrolling interest for the interest owned by the public.
The creditors of MPLX do not have recourse to MPC’s general credit or assets through guarantees or other financial arrangements, except as otherwise noted. MPC has effectively guaranteed certain indebtedness of LOOP LLC (“LOOP”) and LOCAP LLC (“LOCAP”), in which MPLX holds an interest. See Note 27 for more information. The assets of MPLX can only be used to settle its own obligations and any rights of MPC’s creditors to participate in the assets of MPLX are subject to prior claims of MPLX’s creditors.
The following table presents balance sheet information for the assets and liabilities of MPLX, which are included in our consolidated balance sheets.
| (Millions of dollars) | December 31, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 2,137 | $ | 1,519 | |||||||
| Receivables, less allowance for expected credit loss | 746 | 731 | |||||||||
| Inventories | 172 | 180 | |||||||||
| Other current assets | 51 | 29 | |||||||||
| Equity method investments | 4,798 | 4,531 | |||||||||
| Property, plant and equipment, net | 21,698 | 19,154 | |||||||||
| Goodwill | 8,755 | 7,645 | |||||||||
| Intangibles, net | 1,397 | 518 | |||||||||
| Right of use assets, net | 276 | 273 | |||||||||
| Other noncurrent assets | 1,126 | 995 | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 865 | $ | 719 | |||||||
| Accrued taxes | 93 | 82 | |||||||||
| Debt due within one year | 1,502 | 1,693 | |||||||||
| Operating lease liabilities | 53 | 45 | |||||||||
| Other current liabilities | 403 | 370 | |||||||||
| Long-term debt | 24,151 | 19,255 | |||||||||
| Deferred income taxes | 25 | 18 | |||||||||
| Long-term operating lease liabilities | 217 | 217 | |||||||||
| Deferred credits and other liabilities | 474 | 445 |
Non-Consolidated VIEs
Martinez Renewables LLC
On September 21, 2022, MPC closed on the formation of the Martinez Renewables LLC joint venture. We determined that Martinez Renewables LLC is a VIE because the entity does not have sufficient equity to operate without additional financial support from its owners. We are not the primary beneficiary of this VIE because we do not have the ability to control the activities that significantly influence the economic outcomes of the entity and, therefore, do not consolidate the entity.
MPLX VIEs
For those entities that have been deemed to be VIEs, neither MPLX nor any of its subsidiaries have been deemed to be the primary beneficiary due to voting rights on significant matters. While we have the ability to exercise influence through participation in the management committees which make all significant decisions, we have equal influence over each committee as a joint interest partner and all significant decisions require the consent of the other investors without regard to economic interest and as such we have determined that these entities should not be consolidated and apply the equity method of accounting with respect to our investments in each entity.
Sherwood Midstream LLC (“Sherwood Midstream”) has been deemed the primary beneficiary of Sherwood Midstream Holdings LLC (“Sherwood Midstream Holdings”) due to its controlling financial interest through its authority to manage the joint venture. As a result, Sherwood Midstream consolidates Sherwood Midstream Holdings.
MPLX’s maximum exposure to loss as a result of its involvement with equity method investments includes its equity investment, any additional capital contribution commitments and any operating expenses incurred by the subsidiary operator in excess of its compensation received for the performance of the operating services.
We account for our ownership interest in each of these investments as an equity method investment. See Note 14 for ownership percentages and investment balances.
7. Related Party Transactions
Transactions with related parties were as follows:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Sales to related parties | $ | 1,572 | $ | 1,053 | $ | 915 | |||||||||||
| Purchases from related parties | 2,891 | 2,437 | 1,818 |
Sales to related parties, which are included in sales and other operating revenues, consist primarily of refined product sales and renewable feedstock sales to certain of our equity affiliates.
Purchases from related parties are included in cost of revenues. We obtain utilities, transportation services and purchase renewable diesel from certain of our equity affiliates.
We also purchased ethanol from TAMH, an equity affiliate. On July 31, 2025, MPC sold its interest in TAMH. TAMH ceased to be a related party after the sale. See Note 5.
8. Earnings Per Share
We compute basic earnings per share by dividing net income attributable to MPC less income allocated to participating securities by the weighted average number of shares of common stock outstanding. Since MPC has granted certain incentive compensation awards to employees and non-employee directors that are considered to be participating securities, we have calculated our earnings per share using the two-class method. Diluted income per share assumes exercise of certain share-based compensation awards, provided the effect is not anti-dilutive.
| (In millions, except per share data) | 2025 | 2024 | 2023 | ||||||||||||||
| Basic earnings per share: | |||||||||||||||||
| Allocation of earnings | |||||||||||||||||
| Net income attributable to MPC | $ | 4,047 | $ | 3,445 | $ | 9,681 | |||||||||||
| Income allocated to participating securities | (4) | (3) | (7) | ||||||||||||||
| Redemption of preferred units | — | — | (2) | ||||||||||||||
| Income available to common stockholders - basic | $ | 4,043 | $ | 3,442 | $ | 9,672 | |||||||||||
| Weighted average common shares outstanding | 305 | 340 | 407 | ||||||||||||||
| Basic earnings per share | $ | 13.24 | $ | 10.11 | $ | 23.73 | |||||||||||
| Diluted earnings per share: | |||||||||||||||||
| Allocation of earnings | |||||||||||||||||
| Net income attributable to MPC | $ | 4,047 | $ | 3,445 | $ | 9,681 | |||||||||||
| Income allocated to participating securities | (4) | (3) | (7) | ||||||||||||||
| Redemption of preferred units | — | — | (2) | ||||||||||||||
| Income available to common stockholders - diluted | 4,043 | 3,442 | 9,672 | ||||||||||||||
| Weighted average common shares outstanding | 305 | 340 | 407 | ||||||||||||||
| Effect of dilutive securities | 1 | 1 | 2 | ||||||||||||||
| Weighted average common shares, including dilutive effect | 306 | 341 | 409 | ||||||||||||||
| Diluted earnings per share | $ | 13.22 | $ | 10.08 | $ | 23.63 |
Potential common shares which were anti-dilutive and, therefore, omitted from the diluted share calculation, were immaterial for all periods.
9. Equity
On November 5, 2024, MPC announced that our board of directors approved a $5.0 billion share repurchase authorization. Share repurchase authorizations since 2012 totaled $60.05 billion. As of December 31, 2025, $4.38 billion remained available for repurchase under the share repurchase authorization. The share repurchase authorization has no expiration date.
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. 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, discontinued or restarted at any time.
Total share repurchases were as follows for the respective periods:
| (In millions, except per share data) | 2025 | 2024 | 2023 | ||||||||||||||
| Number of shares repurchased | 21 | 53 | 89 | ||||||||||||||
| Cash paid for shares repurchased(a) | $ | 3,399 | $ | 9,077 | $ | 11,572 | |||||||||||
| Average cost per share(b) | $ | 163.64 | $ | 171.68 | $ | 131.27 |
(a) 2025 excludes $89 million paid in 2025 for excise tax on 2024 share repurchases. 2024 excludes $112 million paid in 2024 for excise tax on 2023 share purchases.
(b) The average cost per share includes excise tax on share repurchases resulting from the Inflation Reduction Act of 2022, but the excise tax does not reduce the remaining share repurchase authorization.
10. Segment Information
We have three reportable segments: Refining & Marketing, Midstream and Renewable Diesel. Each of these segments is organized and managed based upon the nature of the products and services it offers.
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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. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon® branded outlets and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® brand.
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Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, treats, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX.
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Renewable Diesel - processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable products through our Midstream segment and third parties. We sell renewable diesel to wholesale marketing customers, to buyers on the spot market and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® brand.
Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Our CODM is our chief executive officer. The CODM uses adjusted EBITDA by segment results and considers forecast-to-actual variances on a periodic basis when making decisions about allocating capital and personnel as part of the annual business plan process and ongoing monitoring of performance. Amounts included in income before income taxes and excluded from adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. 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) not tied to the operational performance of the segment. Assets by segment are not a measure used to assess the performance of the company by the CODM and thus are not reported in our disclosures.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Segment adjusted EBITDA for reportable segments | |||||||||||||||||
| Refining & Marketing | 6,138 | $ | 5,703 | $ | 13,705 | ||||||||||||
| Midstream | 6,750 | 6,544 | 6,171 | ||||||||||||||
| Renewable Diesel | (110) | (150) | (64) | ||||||||||||||
| Total reportable segments | $ | 12,778 | $ | 12,097 | $ | 19,812 | |||||||||||
| Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes | |||||||||||||||||
| Total reportable segments | $ | 12,778 | $ | 12,097 | $ | 19,812 | |||||||||||
| Corporate | (822) | (774) | (737) | ||||||||||||||
| Refining & Renewable Diesel planned turnaround costs | (1,553) | (1,404) | (1,201) | ||||||||||||||
| Renewable Diesel JV planned turnaround costs(a) | (18) | (9) | (25) | ||||||||||||||
| Garyville incident response costs | — | — | (16) | ||||||||||||||
| LIFO inventory adjustment | 72 | 161 | (145) | ||||||||||||||
| Gain on sale of assets(b) | 897 | 151 | 198 | ||||||||||||||
| SRE | 57 | — | — | ||||||||||||||
| Transaction-related costs(c) | (33) | — | — | ||||||||||||||
| Legal settlements | 253 | — | — | ||||||||||||||
| Depreciation and amortization | (3,251) | (3,337) | (3,307) | ||||||||||||||
| Renewable Diesel JV depreciation and amortization(a) | (89) | (89) | (65) | ||||||||||||||
| Net interest and other financial costs | (1,276) | (839) | (525) | ||||||||||||||
| Income before income taxes | $ | 7,015 | $ | 5,957 | $ | 13,989 |
(a) Represents MPC’s pro-rata share of expenses from joint ventures included within the Renewable Diesel segment.
(b) 2025 includes gains from the BANGL Acquisition, the sale of MPC’s interest in TAMH and the Rockies divestiture. 2024 includes the gain from the Whistler Joint Venture Transaction. 2023 includes the gain associated with the remeasurement of MPLX’s existing equity investment in MarkWest Torñado GP, L.L.C., arising from the acquisition of the remaining 40 percent interest and the gain on the sale of our interest in South Texas Gateway Terminal LLC. See Note 5 for additional information.
(c) Transaction-related costs include costs associated with the Northwind Midstream Acquisition, the BANGL Acquisition and the Rockies divestiture discussed in Note 5.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Sales and other operating revenues | |||||||||||||||||
| Refining & Marketing | |||||||||||||||||
| Revenues from external customers(a) | $ | 124,252 | $ | 131,588 | $ | 141,835 | |||||||||||
| Intersegment revenues | 60 | 175 | 139 | ||||||||||||||
| Refining & Marketing segment revenues | 124,312 | 131,763 | 141,974 | ||||||||||||||
| Midstream | |||||||||||||||||
| Revenues from external customers(a) | 5,628 | 5,197 | 4,911 | ||||||||||||||
| Intersegment revenues | 5,906 | 5,797 | 5,597 | ||||||||||||||
| Midstream segment revenues | 11,534 | 10,994 | 10,508 | ||||||||||||||
| Renewable Diesel | |||||||||||||||||
| Revenues from external customers(a) | 2,814 | 2,079 | 1,633 | ||||||||||||||
| Intersegment revenues | 16 | 25 | 31 | ||||||||||||||
| Renewable Diesel segment revenues | 2,830 | 2,104 | 1,664 | ||||||||||||||
| Total segment revenues | 138,676 | 144,861 | 154,146 | ||||||||||||||
| Plus: other revenue | 5 | — | — | ||||||||||||||
| Less: intersegment revenues | 5,982 | 5,997 | 5,767 | ||||||||||||||
| Consolidated sales and other operating revenues(a) | $ | 132,699 | $ | 138,864 | $ | 148,379 |
(a) Includes sales to related parties. See Note 7 for additional information. See Note 20 for the disaggregation of our revenue from external customers by segment and product line.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Income from equity method investments | |||||||||||||||||
| Refining & Marketing | $ | 9 | $ | 57 | $ | 66 | |||||||||||
| Midstream | 793 | 770 | 735 | ||||||||||||||
| Renewable Diesel | 82 | 70 | (59) | ||||||||||||||
| Total segment income from equity method investments | 884 | 897 | 742 | ||||||||||||||
| Corporate(a) | 738 | 151 | — | ||||||||||||||
| Consolidated income from equity method investments | $ | 1,622 | $ | 1,048 | $ | 742 |
(a) 2025 includes gains from the BANGL Acquisition and the sale of MPC’s interest in TAMH. 2024 represents the gain from the Whistler Joint Venture Transaction. See Note 5 for additional information.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Segment expenses | |||||||||||||||||
| Refining & Marketing | |||||||||||||||||
| Cost of purchases | $ | 104,308 | $ | 112,938 | $ | 115,973 | |||||||||||
| Refining operating costs | 6,097 | 5,712 | 5,625 | ||||||||||||||
| Distribution costs | 6,185 | 5,857 | 5,645 | ||||||||||||||
| Other segment items(a) | 1,593 | 1,610 | 1,092 | ||||||||||||||
| Refining & Marketing segment expenses | $ | 118,183 | $ | 126,117 | $ | 128,335 | |||||||||||
| Midstream | |||||||||||||||||
| Other segment items(b) | 5,577 | 5,220 | 5,072 | ||||||||||||||
| Midstream segment expenses | $ | 5,577 | $ | 5,220 | $ | 5,072 | |||||||||||
| Renewable Diesel | |||||||||||||||||
| Operating costs | 274 | 269 | 242 | ||||||||||||||
| Distribution costs | 101 | 95 | 82 | ||||||||||||||
| Other segment items(c) | 2,647 | 1,960 | 1,345 | ||||||||||||||
| Renewable Diesel segment expenses | $ | 3,022 | $ | 2,324 | $ | 1,669 |
(a) Other segment items for the Refining & Marketing segment include costs that are reimbursed by customers through commercial arrangements, as well as LIFO inventory adjustments.
(b) Other segment items for the Midstream segment include operating expenses and purchased product costs. For purposes of managing Midstream segment of MPC, the CODM is only provided consolidated Midstream expense information.
(c) Other segment items for the Renewable Diesel segment include purchased product costs.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Refining & Marketing | $ | 1,627 | $ | 1,767 | $ | 1,822 | |||||||||||
| Midstream | 1,450 | 1,405 | 1,320 | ||||||||||||||
| Renewable Diesel(a) | 69 | 75 | 65 | ||||||||||||||
| Total segment depreciation and amortization | 3,146 | 3,247 | 3,207 | ||||||||||||||
| Corporate | 105 | 90 | 100 | ||||||||||||||
| Consolidated depreciation and amortization | $ | 3,251 | $ | 3,337 | $ | 3,307 |
(a) Excludes our pro-rata share of Renewable Diesel JV depreciation and amortization of $89 million, $89 million and $65 million in 2025, 2024 and 2023, respectively, which was adjusted for purposes of arriving at Renewable Diesel segment adjusted EBITDA.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Capital expenditures | |||||||||||||||||
| Refining & Marketing | $ | 1,580 | $ | 1,445 | $ | 998 | |||||||||||
| Midstream | 2,975 | 1,504 | 1,105 | ||||||||||||||
| Renewable Diesel | 19 | 8 | 313 | ||||||||||||||
| Total segment capital expenditures and investments | 4,574 | 2,957 | 2,416 | ||||||||||||||
| Less investments in equity method investees | 1,064 | 509 | 480 | ||||||||||||||
| Plus: | |||||||||||||||||
| Corporate | 25 | 63 | 83 | ||||||||||||||
| Capitalized interest | 94 | 56 | 55 | ||||||||||||||
| Consolidated capital expenditures(a) | $ | 3,629 | $ | 2,567 | $ | 2,074 |
(a) Includes changes in capital expenditure accruals. See Note 21 for a reconciliation of total capital expenditures to additions to property, plant and equipment as reported in the consolidated statements of cash flows.
No single customer accounted for 10 percent or more of annual revenues for the years ended December 31, 2025, December 31, 2024 or December 31, 2023. See Note 20 for the disaggregation of our revenue by segment and product line.
We do not have significant operations in foreign countries. Therefore, revenues in foreign countries and long-lived assets located in foreign countries, including property, plant and equipment and investments, are not material to our operations.
11. Net Interest and Other Financial Costs
Net interest and other financial costs were as follows:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Interest income | $ | (159) | $ | (376) | $ | (530) | |||||||||||
| Interest expense | 1,489 | 1,365 | 1,325 | ||||||||||||||
| Interest capitalized | (100) | (57) | (60) | ||||||||||||||
| Pension and other postretirement non-service costs(a) | 23 | (38) | (89) | ||||||||||||||
| Investments - net premium (discount) amortization | — | (91) | (142) | ||||||||||||||
| Other financial costs | 23 | 36 | 21 | ||||||||||||||
| Net interest and other financial costs | $ | 1,276 | $ | 839 | $ | 525 |
(a) See Note 24.
12. Income Taxes
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Income (loss) from operations before income taxes: | |||||||||||||||||
| Domestic | $ | 6,958 | $ | 5,964 | $ | 13,875 | |||||||||||
| Foreign | 57 | (7) | 114 | ||||||||||||||
| Total | $ | 7,015 | $ | 5,957 | $ | 13,989 | |||||||||||
| Provision (benefit) for income taxes: | |||||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | 706 | $ | 862 | $ | 2,359 | |||||||||||
| State and local | 129 | 144 | 475 | ||||||||||||||
| Foreign | 20 | 8 | 11 | ||||||||||||||
| Total current | 855 | 1,014 | 2,845 | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | 255 | (90) | 18 | ||||||||||||||
| State and local | 25 | (33) | (46) | ||||||||||||||
| Foreign | 2 | (1) | — | ||||||||||||||
| Total deferred | 282 | (124) | (28) | ||||||||||||||
| Total | $ | 1,137 | $ | 890 | $ | 2,817 |
A reconciliation of the federal statutory income tax rate to the effective tax rate applied to income from before income taxes follows:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (Millions of dollars) | Amount | % | Amount | % | Amount | % | |||||||||||||||||||||||||||||
| Federal statutory rate | $ | 1,473 | 21.0 | % | $ | 1,251 | 21.0 | % | $ | 2,937 | 21.0 | % | |||||||||||||||||||||||
| State and local income taxes, net of federal income tax effects(a) | 128 | 1.8 | 91 | 1.5 | 338 | 2.4 | |||||||||||||||||||||||||||||
| Nontaxable or nondeductible items: | |||||||||||||||||||||||||||||||||||
| Noncontrolling interests | (385) | (5.5) | (341) | (5.7) | (314) | (2.2) | |||||||||||||||||||||||||||||
| Other | 24 | 0.3 | (44) | (0.8) | (30) | (0.3) | |||||||||||||||||||||||||||||
| Tax credits | (84) | (1.2) | (42) | (0.7) | — | — | |||||||||||||||||||||||||||||
| Other adjustments | (19) | (0.2) | (25) | (0.4) | (114) | (0.8) | |||||||||||||||||||||||||||||
| Effective tax rate applied to income before income taxes | $ | 1,137 | 16.2 | % | $ | 890 | 14.9 | % | $ | 2,817 | 20.1 | % |
(a) State taxes in California, Texas and Kentucky make up the majority of the tax effect of this category.
Deferred tax assets and liabilities resulted from the following:
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Deferred tax assets: | |||||||||||
| Employee benefits | $ | 560 | $ | 558 | |||||||
| Environmental remediation | 80 | 81 | |||||||||
| Finance lease obligations | 409 | 433 | |||||||||
| Operating lease liabilities | 314 | 243 | |||||||||
| Net operating loss carryforwards | 32 | 39 | |||||||||
| Tax credit carryforwards | 20 | 22 | |||||||||
| Goodwill and other intangibles | 84 | 75 | |||||||||
| Other | 115 | 95 | |||||||||
| Total deferred tax assets | 1,614 | 1,546 | |||||||||
| Valuation allowance | (9) | (51) | |||||||||
| Total net deferred tax assets | 1,605 | 1,495 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Property, plant and equipment | 2,441 | 2,584 | |||||||||
| Inventories | 845 | 672 | |||||||||
| Investments in subsidiaries and affiliates | 3,957 | 3,742 | |||||||||
| Right of use assets | 324 | 246 | |||||||||
| Other | 19 | 20 | |||||||||
| Total deferred tax liabilities | 7,586 | 7,264 | |||||||||
| Net deferred tax liabilities | $ | 5,981 | $ | 5,769 |
Net deferred tax liabilities were classified in the consolidated balance sheets as follows:
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Assets: | |||||||||||
| Other noncurrent assets | $ | 3 | $ | 2 | |||||||
| Liabilities: | |||||||||||
| Deferred income taxes | 5,984 | 5,771 | |||||||||
| Net deferred tax liabilities | $ | 5,981 | $ | 5,769 |
At December 31, 2025 and 2024, federal operating loss carryforwards were $2 million and $3 million, respectively, which includes a mix of indefinite carryforward ability and expiration periods ranging from 2032 through 2034. As of December 31, 2025 and 2024, state and local operating loss and tax credit carryforwards were $38 million and $42 million, respectively, which includes a mix of indefinite carryforward ability and expiration periods ranging from 2029 through 2045. At December 31, 2025 and 2024, foreign operating loss carryforwards were $12 million and $16 million, respectively, which includes expiration periods ranging from 2031 through 2043.
As of December 31, 2025 and 2024, $9 million and $51 million of valuation allowances have been recorded related to income taxes, related to realizability of foreign tax operating losses, state tax net operating losses and credits, and related deferred tax assets.
MPC is continuously undergoing examination of its U.S. federal income tax returns by the Internal Revenue Service (“IRS”). Since 2012, we have continued to participate in the Compliance Assurance Process (“CAP”). CAP is a real-time audit of the U.S. federal income tax return that allows the IRS, working in conjunction with MPC, to determine tax return compliance with the U.S. federal tax law prior to filing the return. This program provides us with greater certainty about our tax liability for years under examination by the IRS. MPLX and its subsidiaries are undergoing examination of its U.S. federal income tax returns by the IRS for the tax years 2019 through 2022. We do not believe the eventual outcome of such audits will have a material impact on our financial statements as of December 31, 2025.
Further, we are routinely involved in U.S. state income tax audits. We believe all other audits will be resolved with the amounts provided for these liabilities. As of December 31, 2025, we have various state and local income tax returns subject to examination for years 2016 through 2023, depending on jurisdiction.
The following table summarizes the activity in unrecognized tax benefits:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| January 1 balance | $ | 27 | $ | 38 | $ | 57 | |||||||||||
| Additions for tax positions of current year | 80 | — | — | ||||||||||||||
| Additions for tax positions of prior years | 65 | — | 8 | ||||||||||||||
| Reductions for tax positions of prior years | (7) | (5) | (6) | ||||||||||||||
| Settlements | (2) | (6) | (20) | ||||||||||||||
| Statute of limitations | — | — | (1) | ||||||||||||||
| December 31 balance | $ | 163 | $ | 27 | $ | 38 |
If the unrecognized tax benefits as of December 31, 2025 were recognized, $82 million would affect our effective income tax rate.
Interest and penalties related to income taxes are recorded as part of the provision for income taxes.
13. Inventories
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Crude oil and other feedstocks | $ | 3,272 | $ | 3,185 | |||||||
| Refined products | 5,350 | 5,137 | |||||||||
| Materials and supplies | 1,507 | 1,246 | |||||||||
| Total | $ | 10,129 | $ | 9,568 |
The cost of inventories of crude oil and other feedstocks and refined products is determined under the LIFO method. The LIFO method accounted for 85 percent and 87 percent of total inventory value at December 31, 2025 and December 31, 2024, respectively. Current acquisition costs were estimated to exceed the LIFO inventory value at December 31, 2025 and 2024 by $959 million and $2.53 billion, respectively.
14. Equity Method Investments
| Ownership as of | Carrying value at | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| (In millions of dollars, except ownership percentages) | VIE | 2025 | 2025 | 2024 | |||||||||||||||||||
| Refining & Marketing | |||||||||||||||||||||||
| TAMH(a) | —% | $ | — | $ | 190 | ||||||||||||||||||
| LF Bioenergy Holdings LLC | 50% | 98 | 92 | ||||||||||||||||||||
| Refining & Marketing Total | $ | 98 | $ | 282 | |||||||||||||||||||
| Midstream | |||||||||||||||||||||||
| MPLX | |||||||||||||||||||||||
| BANGL(b) | $ | — | $ | 281 | |||||||||||||||||||
| Illinois Extension Pipeline Company, L.L.C. | 35% | 208 | 218 | ||||||||||||||||||||
| LOOP LLC | 41% | 313 | 310 | ||||||||||||||||||||
| MarEn Bakken Company LLC | 25% | 502 | 526 | ||||||||||||||||||||
| MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. | X | 67% | 407 | 329 | |||||||||||||||||||
| MarkWest Utica EMG, L.L.C. | X | 61% | 890 | 742 | |||||||||||||||||||
| Ohio Gathering Co, LLC | X | 32% | 444 | 470 | |||||||||||||||||||
| Sherwood Midstream LLC | X | 50% | 475 | 488 | |||||||||||||||||||
| Texas City Logistics LLC | X | 50% | 163 | — | |||||||||||||||||||
| WPC Parent, LLC | 30% | 273 | 208 | ||||||||||||||||||||
| Other(c) | X | 1,123 | 959 | ||||||||||||||||||||
| MPLX Total | $ | 4,798 | $ | 4,531 | |||||||||||||||||||
| MPC-Retained | |||||||||||||||||||||||
| Capline Pipeline Company LLC | 33% | $ | 365 | $ | 382 | ||||||||||||||||||
| Gray Oak Pipeline, LLC | 25% | 268 | 274 | ||||||||||||||||||||
| Other(c) | X | 113 | 114 | ||||||||||||||||||||
| MPC-Retained Total | $ | 746 | $ | 770 | |||||||||||||||||||
| Midstream Total | $ | 5,544 | $ | 5,301 | |||||||||||||||||||
| Renewable Diesel | |||||||||||||||||||||||
| Martinez Renewables LLC | X | 50% | $ | 1,065 | $ | 1,184 | |||||||||||||||||
| Other(c) | X | 88 | 90 | ||||||||||||||||||||
| Renewable Diesel Total | $ | 1,153 | $ | 1,274 | |||||||||||||||||||
| Total | $ | 6,795 | $ | 6,857 |
(a) In July 2025, we sold our interest in TAMH, as discussed in Note 5.
(b) In July 2025, MPLX purchased the remaining interest in BANGL, increasing MPLX’s ownership to 100 percent. See Note 5 for additional information.
(c) Some investments included within “Other” have been deemed to be VIEs.
Summarized financial information for all equity method investments in affiliated companies, combined, was as follows:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Income statement data: | |||||||||||||||||
| Revenues and other income | $ | 10,223 | $ | 9,259 | $ | 6,544 | |||||||||||
| Income from operations | 2,713 | 2,698 | 2,428 | ||||||||||||||
| Net income | 2,368 | 2,211 | 2,089 | ||||||||||||||
| Balance sheet data – December 31: | |||||||||||||||||
| Current assets | $ | 2,246 | $ | 2,687 | |||||||||||||
| Noncurrent assets | 26,310 | 24,656 | |||||||||||||||
| Current liabilities | 2,176 | 1,927 | |||||||||||||||
| Noncurrent liabilities | 8,050 | 7,837 |
As of December 31, 2025, the carrying value of our equity method investments was $432 million higher than our share of the underlying net assets of investees. This basis difference is being amortized into net income over the remaining estimated useful lives of the underlying net assets, except for $174 million of excess related to goodwill and other non-depreciable assets.
Dividends and partnership distributions received from equity method investees (excluding distributions that represented a return of capital previously contributed) were $1.255 billion, $1.215 billion and $941 million in 2025, 2024 and 2023, respectively.
15. Property, Plant and Equipment (PP&E)
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| (Millions of dollars) | Gross PP&E | Accumulated Depreciation | Net PP&E | Gross PP&E | Accumulated Depreciation | Net PP&E | ||||||||||||||||||||||||||||||||
| Refining & Marketing | $ | 34,372 | $ | 20,462 | $ | 13,910 | $ | 32,965 | $ | 19,015 | $ | 13,950 | ||||||||||||||||||||||||||
| Midstream | 34,057 | 11,690 | 22,367 | 30,697 | 10,798 | 19,899 | ||||||||||||||||||||||||||||||||
| Renewable Diesel | 970 | 396 | 574 | 976 | 338 | 638 | ||||||||||||||||||||||||||||||||
| Corporate | 1,610 | 1,064 | 546 | 1,679 | 1,138 | 541 | ||||||||||||||||||||||||||||||||
| Total(a) | $ | 71,009 | $ | 33,612 | $ | 37,397 | $ | 66,317 | $ | 31,289 | $ | 35,028 |
(a) Includes finance leases. See Note 26.
Property, plant and equipment includes construction in progress of $2.91 billion and $1.78 billion at December 31, 2025 and 2024, respectively, which primarily relates to capital projects at our refineries and midstream facilities.
16. Goodwill and Intangibles
Goodwill
MPC annually evaluates goodwill for impairment as of November 30, as well as whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount. There were no impairments of goodwill required based on our annual test of goodwill in 2025 and 2024.
At December 31, 2025, MPC had five reporting units with goodwill totaling approximately $9.35 billion. For the annual impairment assessment as of November 30, 2025, management performed only qualitative assessments for all five reporting units as we determined it was more likely than not that the fair values of the reporting units exceeded their carrying values.
The changes in the carrying amount of goodwill for 2025 were as follows:
| (Millions of dollars) | Refining & Marketing | Midstream | Total | ||||||||||||||
| Balance as of December 31, 2023 | $ | 561 | $ | 7,683 | $ | 8,244 | |||||||||||
| Impairment losses | — | — | — | ||||||||||||||
| Balance as of December 31, 2024 | 561 | 7,683 | 8,244 | ||||||||||||||
| Acquisitions | — | 1,110 | 1,110 | ||||||||||||||
| Impairment losses | — | — | — | ||||||||||||||
| Balance as of December 31, 2025 | $ | 561 | $ | 8,793 | $ | 9,354 | |||||||||||
| Gross goodwill as of December 31, 2025 | $ | 6,141 | $ | 11,934 | $ | 18,075 | |||||||||||
| Accumulated impairment losses | (5,580) | (3,141) | (8,721) | ||||||||||||||
| Balance as of December 31, 2025 | $ | 561 | $ | 8,793 | $ | 9,354 |
Intangible Assets
Our definite lived intangible assets as of December 31, 2025 and 2024 are as shown below.
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| (Millions of dollars) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||||||||||||
| Customer contracts and relationships | $ | 5,245 | $ | 2,623 | $ | 2,622 | $ | 4,111 | $ | 2,446 | $ | 1,665 | |||||||||||||||||||||||
| Brand rights and tradenames | 100 | 100 | — | 101 | 89 | 12 | |||||||||||||||||||||||||||||
| Royalty agreements | 142 | 126 | 16 | 141 | 120 | 21 | |||||||||||||||||||||||||||||
| Other | 38 | 33 | 5 | 36 | 31 | 5 | |||||||||||||||||||||||||||||
| Total | $ | 5,525 | $ | 2,882 | $ | 2,643 | $ | 4,389 | $ | 2,686 | $ | 1,703 |
At both December 31, 2025 and 2024, we had indefinite lived intangible assets of $71 million, which are emission allowance credits.
Amortization expense was $271 million in 2025 and $266 million in 2024. Estimated future amortization expense for the next five years related to the intangible assets at December 31, 2025 is as follows:
| (Millions of dollars) | |||||
| 2026 | $ | 283 | |||
| 2027 | 254 | ||||
| 2028 | 238 | ||||
| 2029 | 91 | ||||
| 2030 | 91 |
17. Fair Value Measurements
Fair Values – Recurring
The following tables present assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2025 and 2024 by fair value hierarchy level. We have elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty, including any related cash collateral as shown below; however, fair value amounts by hierarchy level are presented on a gross basis in the following tables.
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | Level 1 | Level 2 | Level 3 | Netting and Collateral(a) | Net Carrying Value on Balance Sheet(b) | Collateral Pledged Not Offset | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 243 | $ | — | $ | — | $ | (226) | $ | 17 | $ | 10 | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 236 | $ | — | $ | — | $ | (236) | $ | — | $ | — | |||||||||||||||||||||||
| Embedded derivatives in commodity contracts | — | — | 41 | — | 41 | — | |||||||||||||||||||||||||||||
| Contingent consideration, liability | — | — | 236 | — | 236 | — |
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | |||||||||||||||||||||||||||||||||||
| (Millions of dollars) | Level 1 | Level 2 | Level 3 | Netting and Collateral(a) | Net Carrying Value on Balance Sheet(b) | Collateral Pledged Not Offset | |||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 139 | $ | — | $ | — | $ | (132) | $ | 7 | $ | 16 | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 144 | $ | — | $ | — | $ | (144) | $ | — | $ | — | |||||||||||||||||||||||
| Embedded derivatives in commodity contracts | — | — | 58 | — | 58 | — |
(a) Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of December 31, 2025, cash collateral of $10 million was netted with mark-to-market derivative liabilities. As of December 31, 2024, cash collateral of $12 million was netted with mark-to-market derivative liabilities.
(b) We have no derivative contracts which are subject to master netting arrangements reflected gross on the balance sheet.
Level 3 instruments include a liability for contingent consideration related to the BANGL Acquisition earnout provision and an embedded derivative liability for a natural gas purchase commitment embedded in a keep-whole processing agreement.
The fair value calculation for the contingent consideration liability was estimated using discounted cash flows based on a Monte Carlo simulation. Future earnout payments are tied to the achievement of EBITDA growth from 2026 to 2029, which includes significant unobservable input of forecasted throughput volumes. The earnout payment will continue to be remeasured at fair value each quarter with changes in fair value recognized in earnings until either the EBITDA targets are met or the earnout period ends, with the total payout capped at $275 million.
The fair value calculation for the embedded derivative liability at December 31, 2025 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.60 to $1.19 per gallon with a weighted average of $0.72 per gallon and (2) a 100 percent probability of renewable for the five-year term of the natural gas purchase commitment and related keep-whole processing agreement. Increases or decreases in the fractionation spread result in an increase or decrease in the fair value of the embedded derivative liability.
The following is a reconciliation of the beginning and ending balances recorded for net liabilities classified as Level 3 in the fair value hierarchy.
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Beginning balance | $ | 58 | $ | 61 | |||||||
| Contingent consideration(a) | 234 | — | |||||||||
| Unrealized and realized (gain) loss included in net income(b) | (5) | 10 | |||||||||
| Settlements of derivative instruments | (10) | (13) | |||||||||
| Ending balance | $ | 277 | $ | 58 | |||||||
| The amount of total (gain) loss for the period included in earnings attributable to the change in unrealized loss relating to liabilities still held at the end of period(b): | $ | (7) | $ | 7 |
(a) Liability recorded in the third quarter of 2025 related to the BANGL Acquisition earnout provision.
(b) The gain/loss is included in cost of revenues on the consolidated statements of income.
See Note 18 for the income statement impacts of our derivative instruments.
Fair Values – Reported
We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, accounts payable and certain accrued liabilities, approximate fair value. Our fair value assessment incorporates a variety of considerations, including the short-term duration of the instruments, historical incurrence of credit losses and expected insignificance of future credit losses, which includes an evaluation of counterparty credit risk. The borrowings under our revolving credit facilities, which include variable interest rates, approximate fair value. The fair value of our long-term debt is estimated based on average bid prices obtained from broker quotes and is categorized in level 3 of the fair value hierarchy. The carrying and fair values of our debt were approximately $32.4 billion and $31.1 billion at December 31, 2025, respectively, and approximately $26.9 billion and $25.0 billion at December 31, 2024, respectively. These carrying and fair values of our debt exclude the unamortized issuance costs, which are netted against our total debt.
18. Derivatives
For further information regarding the fair value measurement of derivative instruments, including any effect of master netting agreements or collateral, see Note 17. See Note 2 for a discussion of the types of derivatives we use and the reasons for them. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.
The following table presents the fair value of derivative instruments as of December 31, 2025 and 2024 and the line items in the consolidated balance sheets in which the fair values are reflected. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements including cash collateral on deposit with, or received from, brokers. We offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. As a result, the asset and liability amounts below will not agree with the amounts presented in our consolidated balance sheets.
| (Millions of dollars) | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||
| Balance Sheet Location | Asset | Liability | Asset | Liability | |||||||||||||||||||
| Commodity derivatives | |||||||||||||||||||||||
| Other current assets | $ | 243 | $ | 236 | $ | 139 | $ | 144 | |||||||||||||||
| Other current liabilities(a) | — | 6 | — | 10 | |||||||||||||||||||
| Deferred credits and other liabilities(a) | — | 35 | — | 48 |
(a) Includes embedded derivatives.
The table below summarizes open commodity derivative contracts for crude oil, refined products, blending products and soybean oil as of December 31, 2025.
| Percentage of contracts that expire next quarter | Position | ||||||||||||||||
| (Units in thousands of barrels) | Long | Short | |||||||||||||||
| Exchange-traded(a) | |||||||||||||||||
| Crude oil | 56.1% | 40,038 | 41,459 | ||||||||||||||
| Refined products | 80.8% | 37,457 | 39,082 | ||||||||||||||
| Blending products | 91.6% | 7,225 | 6,502 | ||||||||||||||
| Soybean oil | 94.9% | 1,171 | 1,422 | ||||||||||||||
(a) Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 3,600 long and 2,970 short; Refined products - 3,156 long and 3,041 short; Blending products - 173 long. There are no spread contracts for Soybean oil.
The following table summarizes the effect of all commodity derivative instruments in our consolidated statements of income:
| (Millions of dollars) | Gain (Loss) | ||||||||||||||||
| Income Statement Location | 2025 | 2024 | 2023 | ||||||||||||||
| Sales and other operating revenues | $ | — | $ | 1 | $ | 7 | |||||||||||
| Cost of revenues | (25) | (94) | (15) | ||||||||||||||
| Other income | 1 | 2 | 2 | ||||||||||||||
| Total | $ | (24) | $ | (91) | $ | (6) |
19. Debt
Our outstanding borrowings at December 31, 2025 and 2024 consisted of the following:
| (Millions of dollars) | December 31, 2025 | December 31, 2024 | |||||||||
| Marathon Petroleum Corporation: | |||||||||||
| Senior notes | $ | 6,449 | $ | 5,699 | |||||||
| MARAD debt | 161 | 174 | |||||||||
| Finance lease obligations | 689 | 718 | |||||||||
| Total | 7,299 | 6,591 | |||||||||
| MPLX LP: | |||||||||||
| Senior notes | 26,000 | 21,200 | |||||||||
| Finance lease obligations | 6 | 6 | |||||||||
| Total | 26,006 | 21,206 | |||||||||
| Total debt | 33,305 | 27,797 | |||||||||
| Unamortized debt issuance costs | (204) | (142) | |||||||||
| Unamortized discount, net of unamortized premium | (225) | (174) | |||||||||
| Amounts due within one year | (2,371) | (3,049) | |||||||||
| Total long-term debt due after one year | $ | 30,505 | $ | 24,432 |
Commercial Paper
We have in place a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding, with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under the MPC Credit Agreement.
MPC Senior Notes
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Senior notes, 4.700% due May 2025 | $ | — | $ | 1,250 | |||||||
| Senior notes, 5.125% due December 2026 | 719 | 719 | |||||||||
| Senior notes, 3.800% due April 2028 | 496 | 496 | |||||||||
| Senior notes, 5.150% due March 2030 | 1,100 | — | |||||||||
| Senior notes, 5.700% due March 2035 | 900 | — | |||||||||
| Senior notes, 6.500% due March 2041 | 1,250 | 1,250 | |||||||||
| Senior notes, 4.750% due September 2044 | 800 | 800 | |||||||||
| Senior notes, 5.850% due December 2045 | 250 | 250 | |||||||||
| Senior notes, 4.500% due April 2048 | 498 | 498 | |||||||||
| Andeavor senior notes, 3.800% - 5.125% due 2026 – 2048 | 36 | 36 | |||||||||
| Senior notes, 5.000%, due September 2054 | 400 | 400 | |||||||||
| Total | $ | 6,449 | $ | 5,699 |
2025 Activity
On February 10, 2025, MPC issued $2.0 billion aggregate principal amount of senior notes in an underwritten public offering (“2025 Senior Notes Offering”), consisting of:
-
$1.1 billion aggregate principal amount of 5.150 percent senior notes due March 2030; and
-
$900 million aggregate principal amount of 5.700 percent senior notes due March 2035.
The 2025 Senior Note Offering replaced the $750 million aggregate principal amount of 3.625 percent senior notes that matured in September 2024 and was used to repay the $1.250 billion aggregate principal amount of 4.700 percent senior notes at maturity on May 1, 2025.
2024 Activity
On September 16, 2024, we repaid the $750 million outstanding principal amount of 3.625 percent senior notes due September 2024 at maturity using cash on hand.
Interest on each series of senior notes is payable semi-annually in arrears. The MPC senior notes are unsecured and unsubordinated obligations of MPC and rank equally with all of MPC’s other existing and future unsecured and unsubordinated indebtedness. The MPC senior notes are non-recourse to our subsidiaries and structurally subordinated to the indebtedness of our subsidiaries, including the outstanding indebtedness of Andeavor and MPLX. The Andeavor senior notes are unsecured, unsubordinated obligations of Andeavor and are non-recourse to MPC and any of MPC’s subsidiaries other than Andeavor.
MARAD Debt
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Bonds, 3.432% due August 2036 | $ | 51 | $ | 55 | |||||||
| Bonds, 3.477% due January 2037 | 53 | 57 | |||||||||
| Bonds, 3.609% due January 2038 | 57 | 62 | |||||||||
| Total | $ | 161 | $ | 174 |
During the fourth quarter of 2024, MPC purchased the remaining 50 percent interest in Coastal Holdings from our joint venture partner and assumed $174 million in aggregate principal amount of MARAD Debt obligations issued by Blue Water Holdings, a subsidiary of Coastal Holdings LLC, which owns three 750 series ATB Vessels. Blue Water Holdings remains the primary obligor under the MARAD Debt. The U.S. Department of Transportation Maritime Administration (“MARAD”) has guaranteed certain of Blue Water Holdings’ obligations under the MARAD Debt and Blue Water Holdings has agreed to reimburse MARAD for any payments it makes with respect to the MARAD Debt pursuant to the guaranty. Blue Water Holdings’ reimbursement obligations to MARAD with respect to the MARAD Debt are secured by a mortgage on the three ATB Vessels and certain related rights and assets and are guaranteed by Marathon Petroleum Corporation.
The agreements that govern the MARAD Debt, including the indenture, security agreement and guarantee contain customary representations and warranties as well as affirmative and negative covenants, events of defaults and other provisions, we believe are typical for U.S. government guaranteed obligations of this type. As of December 31, 2025, we were in compliance with the covenants contained in the MARAD Debt documents.
MPLX Senior Notes
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Senior notes, 4.000% due February 2025 | $ | — | $ | 500 | |||||||
| Senior notes, 4.875% due June 2025 | — | 1,189 | |||||||||
| MarkWest senior notes, 4.875% due 2025 | — | 11 | |||||||||
| Senior notes, 1.750% due March 2026 | 1,500 | 1,500 | |||||||||
| Senior notes, 4.125% due March 2027 | 1,250 | 1,250 | |||||||||
| Senior notes, 4.250% due December 2027 | 732 | 732 | |||||||||
| Senior notes, 4.000% due March 2028 | 1,250 | 1,250 | |||||||||
| Senior notes, 4.800% due February 2029 | 750 | 750 | |||||||||
| Senior notes, 2.650% due August 2030 | 1,500 | 1,500 | |||||||||
| Senior notes, 4.800% due February 2031 | 1,250 | — | |||||||||
| Senior notes, 4.950% due September 2032 | 1,000 | 1,000 | |||||||||
| Senior notes, 5.000% due January 2033 | 750 | — | |||||||||
| Senior notes, 5.000% due March 2033 | 1,100 | 1,100 | |||||||||
| Senior notes, 5.500% due June 2034 | 1,650 | 1,650 | |||||||||
| Senior notes, 5.400% due April 2035 | 1,000 | — | |||||||||
| Senior notes, 5.400% due September 2035 | 1,500 | — | |||||||||
| Senior notes, 4.500% due April 2038 | 1,750 | 1,750 | |||||||||
| Senior notes, 5.200% due March 2047 | 1,000 | 1,000 | |||||||||
| Senior notes, 5.200% due December 2047 | 487 | 487 | |||||||||
| ANDX senior notes, 4.250% - 5.200% due 2027 – 2047 | 31 | 31 | |||||||||
| Senior notes, 4.700% due April 2048 | 1,500 | 1,500 | |||||||||
| Senior notes, 5.500% due February 2049 | 1,500 | 1,500 | |||||||||
| Senior notes, 4.950% due March 2052 | 1,500 | 1,500 | |||||||||
| Senior notes, 5.650% due March 2053 | 500 | 500 | |||||||||
| Senior notes, 5.950% due April 2055 | 1,000 | — | |||||||||
| Senior notes, 6.200% due September 2055 | 1,000 | — | |||||||||
| Senior notes, 4.900% due April 2058 | 500 | 500 | |||||||||
| Total | $ | 26,000 | $ | 21,200 |
2025 Activity
On February 18, 2025, MPLX repaid all of MPLX's outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025 at maturity.
On March 10, 2025, MPLX issued $2.0 billion in aggregate principal amount of senior notes in an underwritten public offering (“March 2025 MPLX Senior Notes”), consisting of:
-
$1.0 billion aggregate principal amount of 5.400 percent senior notes due April 2035; and
-
$1.0 billion aggregate principal amount of 5.950 percent senior notes due April 2055.
On April 9, 2025, MPLX used a portion of the net proceeds from the March 2025 MPLX Senior Notes Offering to redeem all of (i) MPLX LP’s outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and (ii) MarkWest Energy Partners, L.P.’s outstanding $11 million aggregate principal amount of 4.875 percent senior notes due June 2025. MPLX used the remaining net proceeds for general partnership purposes.
On August 11, 2025, MPLX issued $4.5 billion in aggregate principal amount of senior notes in an underwritten public offering (“August 2025 MPLX Senior Notes Offering”), consisting of:
-
$1.25 billion aggregate principal amount of 4.800 percent senior notes due February 2031;
-
$750 million aggregate principal amount of 5.000 percent senior notes due January 2033;
-
$1.5 billion aggregate principal amount of 5.400 percent senior notes due September 2035; and
-
$1.0 billion aggregate principal amount of 6.200 percent senior notes due September 2055.
MPLX used a portion of the net proceeds from the August 2025 MPLX Senior Notes Offering to fund the Northwind Midstream Acquisition, including the payment of related fees and expenses, and to increase cash and cash equivalents following the recently completed BANGL Acquisition and BANGL Debt Repayment. The remainder of the net proceeds from the August 2025 MPLX Senior Notes Offering were used for general partnership purposes.
2024 Activity
On May 20, 2024, MPLX issued $1.65 billion aggregate principal amount of 5.50 percent senior notes due June 2034 (the “2034 Senior Notes”) in an underwritten public offering. On December 1, 2024, MPLX used $1,150 million of the net proceeds from the issuance of the 2034 Senior Notes to repay all of (i) MPLX's outstanding $1,149 million aggregate principal amount of 4.875 percent senior notes due December 2024 and (ii) MarkWest's outstanding $1 million aggregate principal amount of 4.875 percent senior notes due December 2024.
Interest on each series of MPLX fixed rate senior notes is payable semi-annually in arrears. The MPLX senior notes are unsecured, unsubordinated obligations of MPLX and are non-recourse to MPC and its subsidiaries other than MPLX and MPLX GP LLC, as the general partner of MPLX. The MPLX senior notes are non-recourse to MPLX’s subsidiaries and structurally subordinated to the indebtedness of MPLX’s subsidiaries.
Schedule of Maturities
Principal maturities of long-term debt, excluding finance lease obligations, as of December 31, 2025 for the next five years are as follows:
| (Millions of dollars) | |||||
| 2026 | $ | 2,263 | |||
| 2027 | 2,014 | ||||
| 2028 | 1,764 | ||||
| 2029 | 764 | ||||
| 2030 | 2,614 |
Available Capacity under our Facilities as of December 31, 2025
| (Millions of dollars) | Total Capacity | Outstanding Borrowings | Outstanding Letters of Credit | Available Capacity | Weighted Average Interest Rate | Expiration | |||||||||||||||||||||||||||||
| MPC, excluding MPLX | |||||||||||||||||||||||||||||||||||
| MPC bank revolving credit facility | $ | 5,000 | $ | — | $ | 1 | $ | 4,999 | — | July 2027 | |||||||||||||||||||||||||
| MPC trade receivables securitization facility(a) | 100 | — | — | 100 | — | September 2027 | |||||||||||||||||||||||||||||
| MPLX | |||||||||||||||||||||||||||||||||||
| MPLX bank revolving credit facility | 2,000 | — | — | 2,000 | — | July 2027 |
(a) The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is $100 million. 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.
MPC Bank Revolving Credit Facility
MPC’s credit agreement (the “MPC Credit Agreement”) matures in July 2027 and provides for a $5.0 billion unsecured revolving credit facility and letter of credit issuing capacity under the facility of up to $2.2 billion. Letters of credit issuing capacity is included in, not in addition to, the $5.0 billion borrowing capacity.
MPC has an option under the MPC Credit Agreement to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other conditions, the consent of the lenders whose commitments would be increased. In addition, the maturity date may be extended, for up to two additional one year periods, subject to, among other conditions, the approval of lenders holding the majority of the commitments then outstanding, provided that the commitments of any non-consenting lenders will terminate on the then-effective maturity date. The MPC Credit Agreement includes sub-facilities for swing-line loans of up to $250 million and letters of credit of up to $2.2 billion (which may be increased to up to $3.0 billion upon receipt of additional letter of credit issuing commitments).
Borrowings under the MPC Credit Agreement bear interest, at our election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the MPC Credit Agreement, plus an applicable margin. We are charged various fees and expenses in connection with the agreement, including administrative agent fees, commitment fees on the unused portion of the commitments and fees with respect to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPC Credit Agreement fluctuate based on changes, if any, to our credit ratings.
The MPC Credit Agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for arrangements of this type, including a financial covenant that requires us to maintain a ratio of Consolidated Net Debt to Total Capitalization, each as defined in the MPC Credit Agreement, of no greater than 0.65 to 1.00 as of the last day of each fiscal quarter. The covenants also restrict, among other things, our ability and/or the ability of certain of our subsidiaries to incur debt, create liens on assets or enter into transactions with affiliates. As of December 31, 2025, we were in compliance with the covenants contained in the MPC Credit Agreement.
Trade Receivables Securitization Facility
On September 30, 2021, we entered into a Loan and Security Agreement and related documentation with a group of lenders providing for a new trade receivables securitization facility having $100 million of committed borrowing and letter of credit issuance capacity and uncommitted borrowing and letter of credit issuance capacity that can be extended at the discretion of the lenders, provided that at no time may outstanding borrowings and letters of credit issued under the facility exceed the balance of eligible trade receivables (as calculated in accordance with the Loan and Security Agreement) that are pledged as collateral under the facility. In September 2024, the trade receivables securitization facility was amended to, among other things, extend its term until September 30, 2027.
The trade receivables facility consists of certain of our wholly owned subsidiaries (“Originators”) selling or contributing on an on-going basis all of the trade receivables generated by them (the “Pool Receivables”), together with all related security and interests in the proceeds thereof, without recourse, to another wholly owned, bankruptcy-remote special purpose subsidiary, MPC Trade Receivables Company I LLC (“TRC”), in exchange for a combination of cash, equity and/or borrowings under a subordinated note issued by TRC to one or more of the Originators. TRC may request borrowings and extensions of credit under the Loan and Security Agreement for up to the lesser of the maximum capacity under the facility or the eligible trade receivables balance of the Pool Receivables. TRC and each of the Originators have granted a security interest in all of their rights, title and interests in and to the Pool Receivables, together with all related security and interests in the proceeds thereof, to the lenders to secure the performance of TRC’s and the Originators’ payment and other obligations under the facility. In addition, Marathon Petroleum Corporation has issued a performance guaranty in favor of the lenders guaranteeing the performance by TRC and the Originators of their obligations under the facility.
To the extent that TRC retains an ownership interest in the Pool Receivables, such interest will be included in our consolidated financial statements solely as a result of the consolidation of the financial statements of TRC with those of MPC. The receivables sold or contributed to TRC are available first and foremost to satisfy claims of the creditors of TRC and are not available to satisfy the claims of creditors of MPC. TRC has granted a security interest in all of its assets to the lenders to secure its obligations under the Loan and Security Agreement.
TRC pays floating-rate interest charges and usage fees on amounts outstanding under the trade receivables facility, if any, unused fees on the portion of unused commitments and certain other fees related to the administration of the facility and letters of credit that are issued and outstanding under the trade receivables facility.
The Loan and Security Agreement and other documents comprising the facility contain representations and covenants that we consider usual and customary for arrangements of this type. Trade receivables are subject to customary criteria, limits and reserves before being deemed to be eligible receivables that count towards the borrowing base under the trade receivables facility. In addition, the lender’s commitments to extend loans and credits under the facility are subject to termination, and TRC may be subject to default fees, upon the occurrence of certain events of default that are included in the Loan and Security Agreement and other facility documentation, all of which we consider to be usual and customary for arrangements of this type. As of December 31, 2025, we were in compliance with the covenants contained in the Loan and Security Agreement and other facility documentation.
MPLX Bank Revolving Credit Facility
MPLX’s credit agreement (the “MPLX Credit Agreement”) matures in July 2027 and, among other things, provides for a $2.0 billion unsecured revolving credit facility and letter of credit issuing capacity under the facility of up to $150 million. Letters of credit issuing capacity is included in, not in addition to, the $2.0 billion borrowing capacity.
The borrowing capacity under the MPLX Credit Agreement may be increased by up to an additional $1.0 billion, subject to certain conditions, including the consent of the lenders whose commitments would increase. In addition, the maturity date may be extended, for up to two additional one year periods, subject to, among other conditions, the approval of lenders holding the majority of the commitments then outstanding, provided that the commitments of any non-consenting lenders will terminate on the then-effective maturity date.
Borrowings under the MPLX Credit Agreement bear interest, at MPLX’s election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the MPLX Credit Agreement, plus an applicable margin. MPLX is charged various fees and expenses in connection with the agreement, including administrative agent fees, commitment fees on the unused portion of the commitments and fees with respect to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPLX Credit Agreement fluctuate based on changes, if any, to MPLX’s credit ratings.
The MPLX Credit Agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type, including a financial covenant that requires MPLX to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA, both as defined in the MPLX Credit Agreement, for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 for up to two fiscal quarters following certain acquisitions). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. The covenants also restrict, among other things, MPLX’s ability and/or the ability of certain of its subsidiaries to incur debt, create liens on assets and enter into transactions with affiliates. As of December 31, 2025, MPLX was in compliance with the covenants contained in the MPLX Credit Agreement.
20. Revenue
The following table presents our revenues from external customers disaggregated by segment and product line:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Refining & Marketing | |||||||||||||||||
| Refined products | $ | 116,504 | $ | 122,429 | $ | 132,675 | |||||||||||
| Crude oil | 5,817 | 7,298 | 7,423 | ||||||||||||||
| Services and other | 1,931 | 1,861 | 1,737 | ||||||||||||||
| Total revenues from external customers | 124,252 | 131,588 | 141,835 | ||||||||||||||
| Midstream | |||||||||||||||||
| Refined products | 2,022 | 1,668 | 1,675 | ||||||||||||||
| Services and other(a) | 3,606 | 3,529 | 3,236 | ||||||||||||||
| Total revenues from external customers | 5,628 | 5,197 | 4,911 | ||||||||||||||
| Renewable Diesel | |||||||||||||||||
| Refined products | 2,799 | 2,073 | 1,628 | ||||||||||||||
| Services and other | 15 | 6 | 5 | ||||||||||||||
| Total revenues from external customers | 2,814 | 2,079 | 1,633 | ||||||||||||||
| Other service revenue | 5 | — | — | ||||||||||||||
| Sales and other operating revenues | $ | 132,699 | $ | 138,864 | $ | 148,379 |
(a) Includes sales-type lease revenue. See Note 26.
We do not disclose information on the future performance obligations for any contract with expected duration of one year or less at inception. As of December 31, 2025, we do not have future performance obligations that are material to future periods.
Contract Balances
Our receivables primarily consist of customer receivables. Significant, non-customer balances included in our receivables at December 31, 2025 and December 31, 2024 include matching buy/sell receivables of $4.1 billion and $4.3 billion, respectively.
Our contract liabilities primarily represent advances from our customers prior to product of service delivery. At December 31, 2025 and December 31, 2024, contract liabilities were $215 million and $515 million, respectively. Contract liabilities are included in other current liabilities and deferred credits and other liabilities on our consolidated balance sheets. We classify contract liabilities as current or long-term based on the timing of when we expect to recognize revenue.
21. Supplemental Cash Flow Information
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Net cash provided by operating activities included: | |||||||||||||||||
| Interest paid (net of amounts capitalized) | $ | 1,219 | $ | 1,247 | $ | 1,200 | |||||||||||
| Income taxes paid to taxing authorities | |||||||||||||||||
| Federal(a) | 333 | 635 | 2,321 | ||||||||||||||
| State and local: | |||||||||||||||||
| California | 22 | 45 | 98 | ||||||||||||||
| Other | 33 | 46 | 327 | ||||||||||||||
| Foreign | 18 | 6 | 5 | ||||||||||||||
| Total | 406 | 732 | 2,751 | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||||||||
| Payments on operating leases | 530 | 532 | 493 | ||||||||||||||
| Interest payments under finance lease obligations | 33 | 25 | 25 | ||||||||||||||
| Net cash provided by financing activities included: | |||||||||||||||||
| Principal payments under finance lease obligations | 108 | 82 | 79 | ||||||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||
| Right of use assets obtained in exchange for new operating lease obligations | 724 | 637 | 465 | ||||||||||||||
| Right of use assets obtained in exchange for new finance lease obligations | 85 | 302 | 21 | ||||||||||||||
| Contribution of assets(b) | 115 | — | — | ||||||||||||||
| Book value of equity method investment(c) | 282 | 50 | 311 | ||||||||||||||
| Contingent consideration(d) | 234 | — | — |
(a) Includes $332 million and $565 million in 2025 and 2024, respectively, paid to third parties and related parties for transferable tax credits. The 2025 total includes $221 million paid to Martinez Renewables LLC.
(b) Represents the book value of assets contributed by MPLX to a JV.
(c) 2025 and 2023 represents the book value of MPLX’s equity method investment in BANGL and Torñado, respectively, prior to MPLX buying out the remaining interest in these entities. 2024 represents the book value of Coastal Holdings prior to MPC buying out the remaining 50 percent interest from our joint venture partner. See Note 5 for additional information.
(d) See Note 5 - BANGL, LLC Acquisitions
The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. The following is a reconciliation of additions to property, plant and equipment to total capital expenditures:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Additions to property, plant and equipment per the consolidated statements of cash flows | $ | 3,486 | $ | 2,533 | $ | 1,890 | |||||||||||
| Increase in capital accruals | 143 | 34 | 184 | ||||||||||||||
| Total capital expenditures | $ | 3,629 | $ | 2,567 | $ | 2,074 |
22. Other Current Liabilities
The following summarizes the components of other current liabilities:
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Environmental credits liability | $ | 463 | $ | 422 | |||||||
| Accrued interest payable | 449 | 314 | |||||||||
| Other current liabilities | 341 | 419 | |||||||||
| Total other current liabilities | $ | 1,253 | $ | 1,155 |
23. Accumulated Other Comprehensive Income (Loss)
The following table shows the changes in accumulated other comprehensive income (loss) by component. Amounts in parentheses indicate debits.
| (Millions of dollars) | Pension Benefits | Other Benefits | Other | Total | |||||||||||||||||||
| Balance as of December 31, 2022 | $ | (163) | $ | 165 | $ | — | $ | 2 | |||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax of $(22) | (60) | (21) | 2 | (79) | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Amortization of prior service credit(a) | (45) | (22) | — | (67) | |||||||||||||||||||
| Amortization of actuarial gain(a) | (5) | — | — | (5) | |||||||||||||||||||
| Settlement gain(a) | (1) | — | — | (1) | |||||||||||||||||||
| Other | — | — | (1) | (1) | |||||||||||||||||||
| Tax effect | 13 | 7 | — | 20 | |||||||||||||||||||
| Other comprehensive income (loss) | (98) | (36) | 1 | (133) | |||||||||||||||||||
| Balance as of December 31, 2023 | (261) | 129 | 1 | (131) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax of $16 | 44 | 10 | (2) | 52 | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Amortization of prior service credit(a) | (33) | (22) | — | (55) | |||||||||||||||||||
| Amortization of actuarial loss(a) | 6 | — | — | 6 | |||||||||||||||||||
| Settlement loss(a) | 3 | — | — | 3 | |||||||||||||||||||
| Tax effect | 6 | 5 | — | 11 | |||||||||||||||||||
| Other comprehensive income (loss) | 26 | (7) | (2) | 17 | |||||||||||||||||||
| Balance as of December 31, 2024 | (235) | 122 | (1) | (114) | |||||||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax of $5 | 19 | (1) | (1) | 17 | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Amortization of prior service credit(a) | (9) | (22) | — | (31) | |||||||||||||||||||
| Amortization of actuarial loss(a) | 17 | — | — | 17 | |||||||||||||||||||
| Settlement loss(a) | 2 | — | — | 2 | |||||||||||||||||||
| Other | — | — | 1 | 1 | |||||||||||||||||||
| Tax effect | (3) | 6 | — | 3 | |||||||||||||||||||
| Other comprehensive income (loss) | 26 | (17) | — | 9 | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | (209) | $ | 105 | $ | (1) | $ | (105) |
(a) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 24.
24. Pension and Other Postretirement Benefits
We have two noncontributory defined benefit pension plans. One plan is frozen and covered certain employees of our former Speedway LLC subsidiary. The other plan is active and covers substantially all of our employees. Benefits under these plans are based on a now frozen final average pay type of benefit based on age, years of service and final average pensionable earnings, and a cash balance type of benefit. The years of service component for the final average pay type of benefit was frozen as of December 31, 2009, and certain of the pensionable earnings components were frozen as of December 31, 2012. Benefits for the cash balance type of benefit began on January 1, 2010 for our continuing active plan, and began on January 1, 2016 for our frozen plan, and are based on a cash balance formula with an annual percentage of eligible pay credited based upon age and years of service or at a flat rate of eligible pay, depending on covered employee group. Substantially all of our employees also accrue benefits under a defined contribution plan.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Cash balance weighted average interest crediting rates | 4.19 | % | 4.56 | % | 3.57 | % |
We also have other postretirement benefits covering most employees. Retiree health care benefits are provided through comprehensive hospital, surgical, major medical benefit, prescription drug and related health benefit provisions subject to various cost sharing features. Retiree life insurance benefits are provided to a closed group of retirees. Other postretirement benefits are not funded in advance.
In connection with the Andeavor acquisition, we assumed a number of additional qualified and nonqualified noncontributory benefit pension plans, covering substantially all former Andeavor employees. Benefits under these plans are determined based on final average compensation and years of service through December 31, 2010 and a cash balance formula for service beginning January 1, 2011. These plans were frozen as of December 31, 2018. Further, as of December 31, 2019, the qualified plans were merged with our existing qualified plans in which the actuarial assumptions were materially the same between the plans. We also assumed a number of additional postretirement benefits covering eligible employees. These benefits were merged with our existing benefits beginning January 1, 2019.
Obligations and Funded Status
The accumulated benefit obligation for all defined benefit pension plans was $2,818 million and $2,579 million as of December 31, 2025 and 2024.
The following summarizes the projected benefit obligations and funded status for our defined benefit pension and other postretirement plans:
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Benefit obligations at January 1 | $ | 2,685 | $ | 2,563 | $ | 669 | $ | 679 | |||||||||||||||
| Service cost | 220 | 219 | 20 | 21 | |||||||||||||||||||
| Interest cost | 144 | 122 | 35 | 32 | |||||||||||||||||||
| Actuarial (gain) loss | 109 | (32) | 4 | (14) | |||||||||||||||||||
| Benefits paid | (226) | (187) | (50) | (49) | |||||||||||||||||||
| Benefit obligations at December 31 | 2,932 | 2,685 | 678 | 669 | |||||||||||||||||||
| Fair value of plan assets at January 1 | 2,158 | 2,082 | — | — | |||||||||||||||||||
| Actual return on plan assets | 267 | 161 | — | — | |||||||||||||||||||
| Employer contributions | 200 | 102 | 50 | 49 | |||||||||||||||||||
| Benefits paid from plan assets | (226) | (187) | (50) | (49) | |||||||||||||||||||
| Fair value of plan assets at December 31 | 2,399 | 2,158 | — | — | |||||||||||||||||||
| Funded status at December 31 | $ | (533) | $ | (527) | $ | (678) | $ | (669) |
Amounts recognized in the consolidated balance sheet for our pension and other postretirement benefit plans at December 31 include:
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Noncurrent assets | $ | 23 | $ | 22 | $ | — | $ | — | |||||||||||||||
| Current liabilities | (10) | (11) | (51) | (50) | |||||||||||||||||||
| Noncurrent liabilities | (546) | (538) | (627) | (619) | |||||||||||||||||||
| Accrued benefit cost | $ | (533) | $ | (527) | $ | (678) | $ | (669) |
Included in accumulated other comprehensive loss at December 31 were the following before-tax amounts that had not been recognized in net periodic benefit cost:
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net actuarial loss | $ | 367 | $ | 404 | $ | 40 | $ | 36 | |||||||||||||||
| Prior service credit | (27) | (36) | (159) | (181) |
Amounts exclude those related to LOOP and Explorer, equity method investees with defined benefit pension and postretirement plans for which net losses (gains) of less than $1 million and $7 million were recorded in accumulated other comprehensive income (loss) in 2025, reflecting our ownership share.
Components of Net Periodic Benefit Cost and Other Comprehensive (Income) Loss
The following summarizes the net periodic benefit costs and the amounts recognized as other comprehensive loss (pretax) for our defined benefit pension and other postretirement plans.
| Pension Benefits | Other Benefits | ||||||||||||||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||
| Service cost | $ | 224 | $ | 227 | $ | 201 | $ | 20 | $ | 21 | $ | 18 | |||||||||||||||||||||||
| Interest cost | 144 | 122 | 116 | 35 | 32 | 31 | |||||||||||||||||||||||||||||
| Expected return on plan assets | (144) | (146) | (163) | — | — | — | |||||||||||||||||||||||||||||
| Amortization of prior service credit | (9) | (33) | (45) | (22) | (22) | (22) | |||||||||||||||||||||||||||||
| Amortization of actuarial (gain) loss | 17 | 6 | (5) | — | — | — | |||||||||||||||||||||||||||||
| Settlement (gain) loss | 2 | 3 | (1) | — | — | — | |||||||||||||||||||||||||||||
| Net periodic benefit cost(a) | $ | 234 | $ | 179 | $ | 103 | $ | 33 | $ | 31 | $ | 27 | |||||||||||||||||||||||
| Actuarial (gain) loss | $ | (18) | $ | (54) | $ | 75 | $ | 4 | $ | (15) | $ | 31 | |||||||||||||||||||||||
| Amortization of actuarial gain (loss) | (19) | (9) | 6 | — | — | — | |||||||||||||||||||||||||||||
| Amortization of prior service credit | 9 | 33 | 45 | 22 | 22 | 22 | |||||||||||||||||||||||||||||
| Total recognized in other comprehensive (income) loss | $ | (28) | $ | (30) | $ | 126 | $ | 26 | $ | 7 | $ | 53 | |||||||||||||||||||||||
| Total recognized in net periodic benefit cost and other comprehensive loss | $ | 206 | $ | 149 | $ | 229 | $ | 59 | $ | 38 | $ | 80 |
(a) Net periodic benefit cost reflects a calculated market-related value of plan assets which recognizes changes in fair value over three years.
The components of net periodic benefit cost, other than the service cost component, are included in net interest and other financial costs on the consolidated statements of income.
For certain of our pension plans, lump sum payments to employees retiring in 2025, 2024 and 2023 exceeded the plan’s total service and interest costs expected for those years. Settlement losses are required to be recorded when lump sum payments exceed total service and interest costs. As a result, pension settlement expenses were recorded in 2025, 2024 and 2023.
Plan Assumptions
The following summarizes the assumptions used to determine the benefit obligations at December 31, and net periodic benefit cost for the defined benefit pension and other postretirement plans for 2025, 2024 and 2023.
| Pension Benefits | Other Benefits | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Benefit obligation: | |||||||||||||||||||||||||||||||||||
| Discount rate | 5.25 | % | 5.55 | % | 4.85 | % | 5.40 | % | 5.58 | % | 4.88 | % | |||||||||||||||||||||||
| Rate of compensation increase | 3.83 | % | 4.18 | % | 4.18 | % | 3.83 | % | 4.18 | % | 4.18 | % | |||||||||||||||||||||||
| Net periodic benefit cost: | |||||||||||||||||||||||||||||||||||
| Discount rate | 5.53 | % | 4.85 | % | 5.10 | % | 5.58 | % | 4.88 | % | 5.08 | % | |||||||||||||||||||||||
| Expected long-term return on plan assets | 7.10 | % | 6.80 | % | 7.00 | % | — | % | — | % | — | % | |||||||||||||||||||||||
| Rate of compensation increase | 3.83 | % | 4.18 | % | 4.18 | % | 3.83 | % | 4.18 | % | 4.18 | % |
Expected Long-term Return on Plan Assets
The overall expected long-term return on plan assets assumption is determined based on an asset rate-of-return modeling tool developed by a third-party investment group. The tool utilizes underlying assumptions based on actual returns by asset category and inflation and takes into account our asset allocation to derive an expected long-term rate of return on those assets. Capital market assumptions reflect the long-term capital market outlook. The assumptions for equity and fixed income investments are
developed using a building-block approach, reflecting observable inflation information and interest rate information available in the fixed income markets. Long-term assumptions for other asset categories are based on historical results, current market characteristics and the professional judgment of our internal and external investment teams.
Assumed Health Care Cost Trend
The following summarizes the assumed health care cost trend rates.
| December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Health care cost trend rate assumed for the following year: | |||||||||||||||||
| Medical: Pre-65 | 7.80 | % | 7.90 | % | 7.70 | % | |||||||||||
| Prescription drugs | 13.30 | % | 12.50 | % | 10.80 | % | |||||||||||
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate): | |||||||||||||||||
| Medical: Pre-65 | 4.50 | % | 4.50 | % | 4.50 | % | |||||||||||
| Prescription drugs | 4.50 | % | 4.50 | % | 4.50 | % | |||||||||||
| Year that the rate reaches the ultimate trend rate: | |||||||||||||||||
| Medical: Pre-65 | 2035 | 2034 | 2032 | ||||||||||||||
| Prescription drugs | 2035 | 2034 | 2032 |
Increases in the post-65 medical plan premium for the Marathon Petroleum Health Plan and the Marathon Petroleum Retiree Health Plan have been permanently eliminated.
Plan Investment Policies and Strategies
The investment policies for our pension plan assets reflect the funded status of the plans and expectations regarding our future ability to make further contributions. Long-term investment goals are to: (1) manage the assets in accordance with the legal requirements of all applicable laws; (2) diversify plan investments across asset classes to achieve an optimal balance between risk and return and between income and growth of assets through capital appreciation; and (3) source benefit payments primarily through existing plan assets and anticipated future returns.
The investment goals are implemented to manage the plans’ funded status volatility and minimize future cash contributions. The asset allocation strategy will change over time in response to changes primarily in funded status, which is dictated by current and anticipated market conditions, the independent actions of our investment committee, required cash flows to and from the plans and other factors deemed appropriate. Such changes in asset allocation are intended to allocate additional assets to the fixed income asset class should the funded status improve. The fixed income asset class shall be invested in such a manner that its interest rate sensitivity correlates highly with that of the plans’ liabilities. Other asset classes are intended to provide additional return with associated higher levels of risk. Investment performance and risk is measured and monitored on an ongoing basis through quarterly investment meetings and periodic asset and liability studies. At December 31, 2025, the primary plan’s targeted asset allocation was 50 percent equity, private equity, real estate, and timber securities and 50 percent fixed income securities.
Fair Value Measurements
Plan assets are measured at fair value. The following provides a description of the valuation techniques employed for each major plan asset category at December 31, 2025 and 2024.
Cash and cash equivalents
Cash and cash equivalents include a collective fund serving as the investment vehicle for the cash reserves and cash held by third-party investment managers. The collective fund is valued at net asset value (“NAV”) on a scheduled basis using a cost approach and is considered a Level 2 asset. Cash and cash equivalents held by third-party investment managers are valued using a cost approach and are considered Level 2.
Equity
Equity investments include common stock, mutual and pooled funds. Common stock investments are valued using a market approach, which are priced daily in active markets and are considered Level 1. Mutual and pooled equity funds are well diversified portfolios, representing a mix of strategies in domestic, international and emerging market strategies. Mutual funds are publicly registered, valued at NAV on a daily basis using a market approach and are considered Level 1 assets. Pooled funds are valued at NAV using a market approach and are considered Level 2.
Fixed Income
Fixed income investments include corporate bonds, U.S. dollar treasury bonds and municipal bonds. These securities are priced on observable inputs using a combination of market, income and cost approaches. These securities are considered Level 2 assets. Fixed income also includes a well-diversified bond portfolio structured as a pooled fund. This fund is valued at NAV on a daily basis using a market approach and is considered Level 2.
Private Equity
Private equity investments include interests in limited partnerships which are valued using information provided by external managers for each individual investment held in the fund. These holdings are considered Level 3.
Real Estate
Real estate investments consist of interests in limited partnerships. These holdings are either appraised or valued using the investment manager’s assessment of assets held. These holdings are considered Level 3.
Other
Other investments include two limited liability companies (“LLCs”) with no public market. The LLCs were formed to acquire timberland in the northwest U.S. These holdings are either appraised or valued using the investment manager’s assessment of assets held. These holdings are considered Level 3. Other investments classified as Level 2 include derivative transactions.
The following tables present the fair values of our defined benefit pension plans’ assets, by level within the fair value hierarchy, as of December 31, 2025 and 2024.
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (Millions of dollars) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | — | $ | 74 | $ | — | $ | 74 | $ | — | $ | 62 | $ | — | $ | 62 | |||||||||||||||||||||||||||||||
| Equity: | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stocks | 53 | — | — | 53 | 52 | — | — | 52 | |||||||||||||||||||||||||||||||||||||||
| Mutual funds | 141 | — | — | 141 | 125 | — | — | 125 | |||||||||||||||||||||||||||||||||||||||
| Pooled funds | — | 953 | — | 953 | — | 871 | — | 871 | |||||||||||||||||||||||||||||||||||||||
| Fixed income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | — | 675 | — | 675 | — | 637 | — | 637 | |||||||||||||||||||||||||||||||||||||||
| Government | — | 166 | — | 166 | — | 267 | — | 267 | |||||||||||||||||||||||||||||||||||||||
| Pooled funds | — | 124 | — | 124 | — | 117 | — | 117 | |||||||||||||||||||||||||||||||||||||||
| Exchange traded funds | 190 | — | — | 190 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Private equity | — | — | 6 | 6 | — | — | 9 | 9 | |||||||||||||||||||||||||||||||||||||||
| Real estate | — | — | 9 | 9 | — | — | 11 | 11 | |||||||||||||||||||||||||||||||||||||||
| Other | — | 8 | — | 8 | — | 7 | — | 7 | |||||||||||||||||||||||||||||||||||||||
| Total investments, at fair value | $ | 384 | $ | 2,000 | $ | 15 | $ | 2,399 | $ | 177 | $ | 1,961 | $ | 20 | $ | 2,158 |
Cash Flows
Contributions to defined benefit plans
Our funding policy with respect to the funded pension plans is to contribute amounts necessary to satisfy minimum pension funding requirements, including requirements of the Pension Protection Act of 2006, plus such additional, discretionary, amounts from time to time as determined appropriate by management. In 2025, we made contributions totaling $191 million to our funded pension plans. For 2026, we estimate required funding of $263 million, but we may also make voluntary contributions to our funded pension plans at our discretion. Cash contributions to be paid from our general assets for the unfunded pension and postretirement plans are estimated to be approximately $10 million and $51 million, respectively, in 2026.
Estimated future benefit payments
The following gross benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years indicated.
| (Millions of dollars) | Pension Benefits | Other Benefits | |||||||||
| 2026 | $ | 228 | $ | 51 | |||||||
| 2027 | 243 | 52 | |||||||||
| 2028 | 250 | 53 | |||||||||
| 2029 | 260 | 55 | |||||||||
| 2030 | 266 | 55 | |||||||||
| 2031 through 2035 | 1,506 | 285 |
Contributions to defined contribution plan
We also contribute to a defined contribution plan for eligible employees. Contributions to this plan totaled $192 million, $181 million and $176 million in 2025, 2024 and 2023, respectively.
Multiemployer Pension Plan
We contribute to one multiemployer defined benefit pension plan under the terms of a collective-bargaining agreement that covers some of our union-represented employees. The risks of participating in this multiemployer plan are different from single-employer plans in the following aspects:
-
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
-
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
-
If we choose to stop participating in the multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
Our participation in this plan for 2025, 2024 and 2023 is outlined in the table below. The “EIN” column provides the Employee Identification Number for the plan. The most recent Pension Protection Act zone status available in 2025 and 2024 is for the plan years ending on December 31, 2024 and December 31, 2023, respectively. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded. The “FIP/RP Status Pending/Implemented” column indicates a financial improvement plan or a rehabilitation plan has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject. There have been no significant changes that affect the comparability of 2025, 2024 and 2023 contributions. Our portion of the contributions does not make up more than five percent of total contributions to the plan.
| Pension Protection Act Zone Status | FIP/RP Status Pending/Implemented | MPC Contributions (Millions of dollars) | Surcharge Imposed | Expiration Date of Collective – Bargaining Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension Fund | EIN | 2025 | 2024 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Central States, Southeast and Southwest Areas Pension Plan(a) | 366044243 | Red | Red | Implemented | $ | 4 | $ | 3 | $ | 5 | No | January 31, 2031 |
(a) This agreement has a minimum contribution requirement of $561 per week per employee for 2026. A total of 254 employees participated in the plan as of December 31, 2025.
Multiemployer Health and Welfare Plan
We contribute to one multiemployer health and welfare plan that covers both active employees and retirees. Through the health and welfare plan, employees receive medical, dental, vision, prescription and disability coverage. Our contributions to this plan totaled $7 million, $5 million and $7 million for 2025, 2024 and 2023, respectively.
25. Share-Based Compensation
Description of the Incentive Plans
Our employees and non-employee directors are eligible to receive share, share-based and other types of awards under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (“MPC 2021 Plan”). The MPC 2021 Plan authorizes the Compensation and Organization Development Committee of our board of directors (“Committee”) to grant nonqualified or incentive stock options, stock appreciation rights, share and share-based awards (including restricted stock and restricted stock unit awards), cash awards and performance awards to our employees and non-employee directors. The maximum number of shares of our common stock available for awards under the MPC 2021 Plan is 20.5 million shares. The MPC 2021 Plan became effective upon shareholder approval on April 28, 2021. Prior to that date, our employees and non-employee directors were eligible to receive share, share-based and other types of awards under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan (“MPC 2012 Plan”), effective April 26, 2012, and prior to that date, the Marathon Petroleum Corporation 2011 Second Amended and Restated Incentive Compensation Plan (“MPC 2011 Plan”). Shares issued as a result of awards granted under these plans are funded through the issuance of new MPC common shares.
Share-Based Awards under the Plans
Stock Options
Prior to 2021, we granted stock options to certain officer and non-officer employees under the MPC 2011 Plan and the MPC 2012 Plan. Stock options represent the right to purchase shares of our common stock at an exercise price equal to the closing price of our common stock on the date of grant. Stock options generally vest over a service period of three years and expire ten years after the grant date. We expensed stock options based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. We used the Black Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of subjective assumptions.
Restricted Stock Units
We grant restricted stock unit awards to certain employees and to our non-employee directors. Vested restricted stock units are distributed in shares of MPC’s common stock on the dates specified in the awards. The number of restricted stock units granted pursuant to each award is determined by dividing the target value of the award by MPC’s common stock average 30-day closing price prior to the grant date. In general, restricted stock units granted to employees vest over a requisite service period of three years. Restricted stock units granted to non-employee directors prior to May 1, 2025 were considered to vest immediately at the time of the grant for accounting purposes, as they were non-forfeitable as of the grant date and distributed upon the director’s departure from the board of directors. Restricted stock units granted to non-employee directors after April 30, 2025 are fully earned at the grant date but are subject to proration if the director departs from the board of directors prior to the one-year anniversary of the grant date. These awards are considered to vest over the one-year service period for accounting purposes. For restricted stock units granted to a non-employee director after April 30, 2025, the director may elect to defer distributions until the director’s departure from the board of directors; if no deferral election is made the restricted stock units are distributed following the one-year anniversary of the grant date.
Restricted stock unit recipients do not have the right to vote any shares of stock and accrue dividend equivalents which when vested are payable on the dates specified in the awards. Accrued dividend equivalents on vested employee awards are paid in cash. Accrued dividend equivalents on vested non-employee director awards are settled in shares of MPC common stock. We expense restricted stock units based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. The fair values of restricted stock units are equal to the market price of our common stock on the grant date.
Performance Share Units
We grant performance share unit awards to certain officer and non-officer employees. At grant, a performance share unit has a target value equal to the MPC common stock average 30-day closing price prior to the grant date. The actual payout value of a performance share unit is based on company performance (which can range from 0 percent to 200 percent) for the three-year performance period beginning January 1 of the year of grant, multiplied by, for the awards granted in 2022, MPC’s closing share price on the date the Committee certifies performance; and for the awards granted in 2023, 2024 and 2025, MPC’s average closing share price for the final thirty calendar days at the end of the performance period. For awards granted in 2022 through 2024, and for two-thirds of the value of the awards granted in 2025 Company performance for purposes of payout will be determined by the relative ranking of the total shareholder return (“TSR”) of MPC common stock over the three-year performance period compared to the TSR of a select group of peer companies, the Standard & Poor’s 500 Index, the Alerian MLP Index, as well as the median of MPC’s compensation reference group applicable for the year the award is granted. For the remaining one-third of the value of the awards granted in 2025, Company performance for purposes of payout will be determined by MPC’s relative change in free cash flow (“FCF”) per share generated during the performance period compared to the FCF of a select group of peer companies. These awards settle 100 percent in cash and are accounted for as liability awards. We expense liability-classified performance share unit awards at fair value over the requisite service period, with mark-to-market adjustments made each quarter until payout occurs. The fair value of the TSR service condition is determined using a Monte Carlo valuation
model. The fair value of the FCF performance condition is valued using management’s current estimate of the most probable payout percentage.
Significant assumptions used in our Monte Carlo valuation models include: 1) risk free interest rate, for which we utilize the treasury rate for the time period closest to the remaining performance period of the award being valued; 2) look-back period (in years), for which we utilize the remaining performance period of the award being valued; and 3) expected volatility, for which we utilize the historical volatility of our own stock and the stock of our peer group for the look-back period previously discussed.
In general, performance share units granted to officers have a vesting service period beginning on the grant date and ending on the last day of the three-year performance period, and performance share units granted to employees outside of our senior management vest in one-third increments at the end of each calendar year of the performance period. However, certain employees are eligible to vest in some awards earlier, subject to reaching certain age and employment milestones, with payout still occurring at the end of the original performance period.
Total Share-Based Compensation Expense
The following table reflects activity related to our share-based compensation arrangements:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Share-based compensation expense | $ | 160 | $ | 137 | $ | 211 | |||||||||||
| Tax benefit recognized on share-based compensation expense | 38 | 33 | 51 | ||||||||||||||
| Cash received by MPC upon exercise of stock option awards | 24 | 25 | 62 | ||||||||||||||
| Tax benefit received for tax deductions for stock awards exercised | 6 | 28 | 49 |
Stock Option Awards
The following is a summary of our common stock option activity in 2025:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Terms (in years) | Aggregate Intrinsic Value (Millions of dollars) | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 506,060 | $ | 57.50 | ||||||||||||||||||||
| Exercised | (381,401) | 62.50 | |||||||||||||||||||||
| Outstanding at December 31, 2025(a) | 124,659 | 42.17 | 3.5 | $ | 15 |
(a) All options outstanding at December 31, 2025 are fully vested and exercisable.
The intrinsic value of options exercised by MPC employees during 2025, 2024 and 2023 was $35 million, $75 million and $136 million, respectively.
As of December 31, 2025, there was no unrecognized compensation cost related to stock option awards.
Restricted Stock Unit Awards
The following is a summary of restricted stock unit award activity of our common stock in 2025:
| Restricted Stock Units | |||||||||||
| Number of Units | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested at December 31, 2024 | 1,033,269 | $ | 142.08 | ||||||||
| Granted | 564,679 | 159.47 | |||||||||
| Vested | (424,718) | 120.03 | |||||||||
| Forfeited | (62,801) | 152.07 | |||||||||
| Unvested at December 31, 2025 | 1,110,429 | 158.79 |
The following is a summary of the values related to restricted stock unit awards held by MPC employees and non-employee directors:
| Restricted Stock Units | |||||||||||
| Intrinsic Value of Awards Vested During the Period (Millions of dollars) | Weighted Average Grant Date Fair Value of Awards Granted During the Period | ||||||||||
| 2025 | $ | 71 | $ | 159.47 | |||||||
| 2024 | 102 | 171.55 | |||||||||
| 2023 | 144 | 133.94 |
As of December 31, 2025, unrecognized compensation cost related to restricted stock unit awards was $98 million, which is expected to be recognized over a weighted average period of 1.9 years.
Performance Awards
The following is a summary of performance share unit awards activity in 2025:
| Number of Performance Share Units | |||||
| Unvested at December 31, 2024 | 427,348 | ||||
| Granted | 303,688 | ||||
| Vested | (271,706) | ||||
| Forfeited | (17,499) | ||||
| Unvested at December 31, 2025 | 441,831 |
We paid $122 million, $169 million and $14 million during the years ended 2025, 2024 and 2023, respectively, to settle performance awards.
As of December 31, 2025, unrecognized compensation cost related to performance awards was $19 million, which is expected to be recognized over a weighted average period of 1.3 years. As of December 31, 2025, the total liability associated with performance awards was $151 million.
MPLX Awards
Compensation expense for awards of MPLX units are not material to our consolidated financial statements for 2025.
26. Leases
Lessee
We lease a wide variety of facilities and equipment including land and building space, office and field equipment, storage facilities and transportation equipment. Our remaining lease terms range from less than one year to 93 years. Most long-term leases include renewal options ranging from one year to 40 years and, in certain leases, also include purchase options. The lease term included in the measurement of right of use assets and lease liabilities includes options to extend or terminate our leases that we are reasonably certain to exercise.
Under ASC 842, the components of lease cost are shown below. Lease costs for operating leases are recognized on a straight-line basis and are reflected in the income statement based on the leased asset’s use. Lease costs for finance leases are reflected in depreciation and amortization and in net interest and other financial costs.
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Finance lease cost: | |||||||||||||||||
| Amortization of right of use assets | $ | 102 | $ | 80 | $ | 73 | |||||||||||
| Interest on lease liabilities | 33 | 26 | 25 | ||||||||||||||
| Operating lease cost | 541 | 534 | 489 | ||||||||||||||
| Variable lease cost | 68 | 60 | 54 | ||||||||||||||
| Short-term lease cost | 964 | 952 | 881 | ||||||||||||||
| Total lease cost | $ | 1,708 | $ | 1,652 | $ | 1,522 |
Supplemental consolidated balance sheet data related to leases were as follows:
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Operating leases | |||||||||||
| Assets | |||||||||||
| Right of use assets | $ | 1,493 | $ | 1,300 | |||||||
| Liabilities | |||||||||||
| Operating lease liabilities | $ | 489 | $ | 417 | |||||||
| Long-term operating lease liabilities | 993 | 860 | |||||||||
| Total operating lease liabilities | $ | 1,482 | $ | 1,277 | |||||||
| Weighted average remaining lease term (in years) | 4 | 4 | |||||||||
| Weighted average discount rate | 4.5 | % | 4.4 | % | |||||||
| Finance leases | |||||||||||
| Assets | |||||||||||
| Property, plant and equipment, gross | $ | 1,183 | $ | 1,118 | |||||||
| Less accumulated depreciation | 608 | 510 | |||||||||
| Property, plant and equipment, net | $ | 575 | $ | 608 | |||||||
| Liabilities | |||||||||||
| Debt due within one year | $ | 105 | $ | 94 | |||||||
| Long-term debt | 590 | 630 | |||||||||
| Total finance lease liabilities | $ | 695 | $ | 724 | |||||||
| Weighted average remaining lease term (in years) | 8 | 9 | |||||||||
| Weighted average discount rate | 4.8 | % | 4.8 | % |
As of December 31, 2025, maturities of lease liabilities for operating lease obligations and finance lease obligations having initial or remaining non-cancellable lease terms in excess of one year are as follows:
| (Millions of dollars) | Operating | Finance | |||||||||
| 2026 | $ | 544 | $ | 135 | |||||||
| 2027 | 397 | 123 | |||||||||
| 2028 | 288 | 108 | |||||||||
| 2029 | 172 | 90 | |||||||||
| 2030 | 98 | 79 | |||||||||
| 2031 and thereafter | 128 | 312 | |||||||||
| Gross lease payments | 1,627 | 847 | |||||||||
| Less: imputed interest | 145 | 152 | |||||||||
| Total lease liabilities | $ | 1,482 | $ | 695 |
Lessor
MPLX is considered to be the lessor under several operating lease agreements in accordance with GAAP related to certain fee-based natural gas transportation and processing agreements in the Marcellus and Southern Appalachia region. The primary terms of these agreements expire between 2026 and 2036; however, these contracts either have renewal options or will continue thereafter on a year-to-year basis until terminated by either party.
MPLX did not elect to use the practical expedient to combine lease and non-lease components for lessor arrangements. The tables below represent the portion of the contract allocated to the lease component based on relative standalone selling price. MPLX elected the practical expedient to carry forward historical classification conclusions until a modification of an existing agreement occurs. Once a modification occurs, the amended agreement is required to be assessed under ASC 842 to determine whether a reclassification of the lease is required.
Lease revenues are included in sales and other operating revenues on the consolidated statements of income. Lease revenues were as follows:
| (Millions of dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Operating leases: | |||||||||||||||||
| Rental income | $ | 268 | $ | 260 | $ | 243 | |||||||||||
| Sales-type leases: | |||||||||||||||||
| Interest income (Sales-type rental revenue-fixed minimum) | 113 | 114 | 114 | ||||||||||||||
| Interest income (Revenue from variable lease payments) | 38 | 22 | 22 | ||||||||||||||
| Sales-type lease revenue | $ | 151 | $ | 136 | $ | 136 |
The following is a schedule of minimum future rentals on the non-cancelable operating leases as of December 31, 2025:
| (Millions of dollars) | |||||
| 2026 | $ | 111 | |||
| 2027 | 86 | ||||
| 2028 | 78 | ||||
| 2029 | 77 | ||||
| 2030 | 63 | ||||
| 2031 and thereafter | 191 | ||||
| Total minimum future rentals | $ | 606 |
Annual minimum undiscounted lease payment receipts under our sales-type leases were as follows as of December 31, 2025:
| (Millions of dollars) | |||||
| 2026 | $ | 181 | |||
| 2027 | 163 | ||||
| 2028 | 154 | ||||
| 2029 | 146 | ||||
| 2030 | 138 | ||||
| 2031 and thereafter | 903 | ||||
| Total minimum future rentals | 1,685 | ||||
| Less: imputed interest | 691 | ||||
| Lease receivables(a) | $ | 994 | |||
| Current lease receivables(b) | $ | 108 | |||
| Long-term lease receivables(c) | 886 | ||||
| Unguaranteed residual assets | 117 | ||||
| Total sales-type lease assets | $ | 1,111 |
(a) This amount does not include the unguaranteed residual assets.
(b) Presented in receivables, net on the consolidated balance sheets.
(c) Presented in other noncurrent assets on the consolidated balance sheets.
Capital expenditures related to assets subject to sales-type lease arrangements were $137 million, $69 million and $50 million for the year ended December 31, 2025, 2024 and 2023, respectively. These amounts are reflected as additions to property, plant and equipment in the consolidated statements of cash flows.
The following schedule summarizes our investment in assets held under operating lease by major classes as of December 31, 2025 and 2024:
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Gathering and transportation | $ | 111 | $ | 86 | |||||||
| Processing and fractionation | 1,017 | 1,039 | |||||||||
| Pipelines | 6 | 18 | |||||||||
| Refining Logistics | 277 | — | |||||||||
| Terminals | 1 | 129 | |||||||||
| Land, building and other | 12 | 11 | |||||||||
| Property, plant and equipment | 1,424 | 1,283 | |||||||||
| Less accumulated depreciation | 567 | 458 | |||||||||
| Total property, plant and equipment, net | $ | 857 | $ | 825 |
27. Commitments and Contingencies
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. Some of these matters are discussed below. For matters for which we have not recorded a liability, we are unable to estimate a range of possible loss because the issues involved have not been fully developed through pleadings, discovery or court proceedings. However, the ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.
Environmental Matters
We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites and certain other locations including presently or formerly owned or operated retail marketing sites. Penalties may be imposed for noncompliance.
At December 31, 2025 and 2024, accrued liabilities for remediation totaled $355 million and $364 million, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $4 million and $6 million at December 31, 2025 and 2024, respectively.
We are involved in a number of environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.
Climate Change Litigation
Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC. 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. We are currently subject to such proceedings in federal or state courts in Delaware, Maryland and Oregon. The pending cases are: Mayor and City Counsel of Baltimore, Maryland v. BP P.L.C., et al., (Md. Cir. Ct.) (date instituted July 20, 2018); Delaware ex rel. Jennings v. BP America Inc., et al., (Del. Super. Ct.) (date instituted September 10, 2020); City of Annapolis v. BP P.L.C., et al., (Md. Cir. Ct.) (date instituted February 22, 2021); Anne Arundel County, Maryland v. BP P.L.C. et al., (Md. Cir. Ct.), (date instituted April 26, 2021); County of Multnomah v. Exxon Mobil Corp., et al., (Or. Cir. Ct.) (date instituted June 22, 2023).
Similar lawsuits may be filed in other jurisdictions. At this stage in the litigation, the ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.
Other Legal Proceedings
Tesoro High Plains Pipeline
In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline. The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million. After subsequent appeal proceedings and in compliance with a new order issued by the BIA, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue. In March 2021, the BIA issued an order purporting to vacate the BIA's prior orders related to THPP’s alleged trespass and directed the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order. In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (collectively, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. 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.
We are also a party to a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not, individually or collectively, have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Guarantees
We have provided certain guarantees, direct and indirect, of the indebtedness of other companies. Under the terms of most of these guarantee arrangements, we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements. In addition to these financial guarantees, we also have various performance guarantees related to specific agreements.
Guarantees related to indebtedness of equity method investees
LOOP and LOCAP
MPC and MPLX hold interests in an offshore oil port, LOOP, and MPLX holds an interest in a crude oil pipeline system, LOCAP. Both LOOP and LOCAP have secured various project financings with throughput and deficiency agreements. Under the agreements, MPC, as a shipper, is required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The duration of the agreements varies but tends to follow the terms of the underlying debt, which extend through 2040. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $210 million as of December 31, 2025.
Dakota Access Pipeline
MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”), which owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline system”). In 2020, the U.S. District Court for the District of Columbia (the “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. The Army Corps issued the final EIS in late 2025 and recommended the continued operation of the pipeline. The Army Corps may issue a Record of Decision now that the final EIS has been issued. New litigation may be filed now that the final EIS has been issued.
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, such as a vacatur of the easement resulting in a shutdown of the pipeline, to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.
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 shut down. MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation. 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 1 percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of December 31, 2025, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.
Other guarantees
We have entered into other guarantees with maximum potential undiscounted payments totaling $186 million as of December 31, 2025, which primarily consist of a commitment to indemnify a joint venture member for our pro rata share of any payments made under a performance guarantee for construction of a pipeline by an equity method investee, a commitment to contribute cash to an equity method investee for certain catastrophic events in lieu of procuring insurance coverage, a commitment to pay a
termination fee on a supply agreement if terminated during the initial term, a commitment to fund a share of the bonds issued by a government entity for construction of public utilities in the event that other industrial users of the facility default on their utility payments and leases of assets containing general lease indemnities and guaranteed residual values.
General guarantees associated with dispositions
Over the years, we have sold various assets in the normal course of our business. Certain of the related agreements contain performance and general guarantees, including guarantees regarding inaccuracies in representations, warranties, covenants and agreements, and environmental and general indemnifications that require us to perform upon the occurrence of a triggering event or condition. These guarantees and indemnifications are part of the normal course of selling assets. We are typically not able to calculate the maximum potential amount of future payments that could be made under such contractual provisions because of the variability inherent in the guarantees and indemnities. Most often, the nature of the guarantees and indemnities is such that there is no appropriate method for quantifying the exposure because the underlying triggering event has little or no past experience upon which a reasonable prediction of the outcome can be based.
Contractual Commitments and Contingencies
At December 31, 2025, our contractual commitments to acquire property, plant and equipment totaled $453 million. Our contractual commitments to acquire property, plant and equipment totaled $260 million at December 31, 2024.
Certain natural gas processing and gathering arrangements require us to construct natural gas processing plants, natural gas gathering pipelines and NGL pipelines and contain certain fees and charges if specified construction milestones are not achieved for reasons other than force majeure. In certain cases, certain producer customers may have the right to cancel the processing arrangements if there are significant delays that are not due to force majeure.
Asset Retirement Obligations
Our short-term asset retirement obligations were $37 million and $36 million at December 31, 2025 and 2024, respectively, and are included in other current liabilities in our consolidated balance sheets. Our long-term asset retirement obligations were $225 million and $210 million at December 31, 2025 and 2024, respectively, which are included in deferred credits and other liabilities in our consolidated balance sheets.
Marathon Oil indemnifications
The separation and distribution agreement and other agreements with Marathon Oil to effect our spinoff provide for cross-indemnities between Marathon Oil and us. In general, Marathon Oil and its successor, ConocoPhillips, is required to indemnify us for any liabilities relating to Marathon Oil’s historical oil and gas exploration and production operations, oil sands mining operations and integrated gas operations, and we are required to indemnify Marathon Oil and its successor, ConocoPhillips, for any liabilities relating to Marathon Oil’s historical refining, marketing and transportation operations. The terms of these indemnifications are indefinite and the amounts are not capped.
28. Subsequent Event
On February 12, 2026, MPLX issued $1.5 billion aggregate principal amount of senior notes in an underwritten public offering, consisting of $1.0 billion aggregate amount of 5.300 percent senior notes due April 2036 and $500 million aggregate principal amount of 6.100 percent senior notes due April 2056. MPLX intends to use the net proceeds from this offering to repay MPLX’s outstanding $1.5 billion aggregate principal amount of 1.750 percent senior notes due March 2026 at maturity. Pending final use, MPLX may invest the proceeds in short-term marketable securities or other investments.
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