Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section should also be read in conjunction with the unaudited consolidated financial statements and accompanying footnotes included under Item 1. Financial Statements and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, particularly Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Quantitative and Qualitative Disclosures about Market Risk includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

Forward-looking statements include, among other things, statements regarding:

future financial and operating results;
environmental, social and governance (“ESG”) plans and goals, including those related to greenhouse gas emissions and intensity, freshwater withdraw intensity, inclusion and ESG reporting;
future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;
the success or timing of completion of ongoing or anticipated capital or maintenance projects;
business strategies, growth opportunities and expected investments, including plans to improve commercial performance, lower costs and optimize our asset portfolio;
consumer demand for refined products, natural gas, renewable diesel and other renewable fuels and NGLs;
the timing, amount and form of any future capital return transactions, including dividends and share repurchases by MPC or distributions and unit repurchases by MPLX; and
the anticipated effects of actions of third parties such as competitors, activist investors, federal, foreign, state or local regulatory authorities, or plaintiffs in litigation.

Our forward-looking statements are not guarantees of future performance, and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

general economic, political or regulatory developments, including tariffs, inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs or renewable diesel and other renewable fuels, or taxation, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act;
the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, renewable diesel and other renewable fuels, NGLs and other feedstocks;
disruptions in credit markets or changes to credit ratings;
the adequacy of capital resources and liquidity, including availability, timing and amounts of free cash flow necessary to execute business plans and to effect any share repurchases or to maintain or increase the dividend;
the potential effects of judicial or other proceedings on our business, financial condition, results of operations and cash flows;
the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products or renewable diesel and other renewable fuels;
volatility in or degradation of general economic, market, industry or business conditions, including as a result of pandemics, other infectious disease outbreaks, natural hazards, extreme weather events, regional conflicts such as hostilities in the Middle East and in Ukraine, tariffs, inflation, or rising interest rates;
our ability to comply with federal and state environmental, economic, health and safety, energy and other policies and regulations and enforcement actions initiated thereunder;
adverse market conditions or other risks affecting MPLX;
refining industry overcapacity or under capacity;
foreign imports and exports of crude oil, refined products, natural gas and NGLs;
the establishment or increase of tariffs on goods, including crude oil and other feedstocks imported into the United States, other trade protection measures or restrictions or retaliatory actions from foreign governments;
changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products or renewable diesel and other renewable fuels;
non-payment or non-performance by our customers;
changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks, refined products and renewable diesel and other renewable fuels;
the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;
political and economic conditions in nations that consume refined products, natural gas, renewable diesel and other renewable fuels and NGLs, including the United States and Mexico, and in crude oil producing regions, including the Middle East, Russia, Africa, Canada and South America;
actions taken by our competitors, including pricing adjustments, the expansion and retirement of refining capacity and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;
completion of pipeline projects within the United States;
changes in fuel and utility costs for our facilities;
industrial incidents or other unscheduled shutdowns affecting our refineries, machinery, pipelines, processing, fractionation and treating facilities or equipment, means of transportation, or those of our suppliers or customers;
acts of war, terrorism or civil unrest that could impair our ability to produce refined products, receive feedstocks or to gather, process, fractionate or transport crude oil, natural gas, NGLs, refined products or renewable diesel and other renewable fuels;
political pressure and influence of environmental groups and other stakeholders that are adverse to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs, other hydrocarbon-based products or renewable diesel and other renewable fuels;
labor and material shortages;
the timing and ability to obtain necessary regulatory approvals and permits and to satisfy other conditions necessary to complete planned projects or to consummate planned transactions within the expected timeframe, if at all;
the inability or failure of our joint venture partners to fund their share of operations and capital investments;
the financing and distribution decisions of joint ventures we do not control;
the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto, including MPLX’s ability to successfully complete the acquisition of Northwind Delaware Holdings LLC (“Northwind Midstream”);
our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG goals and targets within the expected timeframe, if at all;
the costs, disruption and diversion of management’s attention associated with campaigns commenced by activist investors;
personnel changes; and
the imposition of windfall profit taxes, maximum margin penalties, minimum inventory requirements or refinery maintenance and turnaround supply plans on companies operating in the energy industry in California or other jurisdictions.

For additional risk factors affecting our business, see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024. We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

EXECUTIVE SUMMARY

Business Update

Our refining results for the second quarter of 2025 versus the second quarter of 2024 reflect stable demand and comparable realized refining margins despite a weaker margin environment year-over-year. Longer term, global demand growth is expected to outpace the net impact of refining capacity additions and rationalizations through the end of the decade. We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.

Our Midstream segment contributed strong results and continued growth in the second quarter of 2025. As demand increases for natural gas-powered electricity and LNG exports, we believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.

Strategic Updates

Midstream Growth Transactions

Northwind Midstream Acquisition

MPLX entered into a definitive agreement in July 2025 to acquire Northwind Midstream for $2.375 billion in cash consideration, subject to purchase price adjustments for reimbursement of capital expenses paid by Northwind Midstream from June 1, 2025 through the closing date, in addition to other customary adjustments. Northwind Midstream provides sour gas gathering, treating, and processing services in Lea County, New Mexico. The transaction, which MPLX intends to finance with debt, is expected to close in the third quarter of 2025, subject to the satisfaction or waiver of customary closing conditions, including regulatory approval.

BANGL, LLC Acquisition

On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) that was previously held by MPLX’s joint venture partners for approximately $700 million, plus an earnout provision of up to $275 million (the “BANGL Acquisition”). The earnout provision requires annual payments based on targeted EBITDA growth from 2026 to 2029 up to the maximum amount of $275 million. As a result of this transaction, MPLX now owns 100 percent of BANGL and its results will be reflected in our Midstream segment within our consolidated financial results beginning in the third quarter of 2025. The acquisition will be accounted for as a business combination, resulting in an estimated gain in excess of $400 million, which will be recognized in the third quarter of 2025 upon finalizing the initial accounting and provisional fair value measurements of BANGL’s assets and liabilities.

See Note 23 to the unaudited consolidated financial statements for additional information on this transaction.

Whiptail Midstream Acquisition

On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $237 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 preliminary determination of the fair value includes $172 million of property, plant and equipment, $41 million of intangibles and $24 million of net working capital. The preliminary values are subject to revision and may result in adjustments as valuations are finalized.

See Note 4 to the unaudited consolidated financial statements for additional information on this transaction.

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 $425 million. MPC’s investment in TAMH was accounted for as an equity method investment reported within MPC’s Refining & Marketing segment. Upon disposal, MPC de-recognized its investment in TAMH, resulting in an estimated gain on sale of $245 million to be recognized in the third quarter of 2025.

Results

Our CODM evaluates the performance of our segments using segment adjusted EBITDA. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.

Select results are reflected in the following table.


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2025		2024		2025		2024
Segment adjusted EBITDA for reportable segments
Refining & Marketing	$	1,890	$	2,022	$	2,379	$	4,008
Midstream	1,641		1,620		3,361		3,209
Renewable Diesel	(19)		(27)		(61)		(117)
Total reportable segments	$	3,512	$	3,615	$	5,679	$	7,100

Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes
Total reportable segments	$	3,512	$	3,615	$	5,679	$	7,100
Corporate	(226)		(200)		(418)		(404)
Refining & Renewable Diesel planned turnaround costs	(275)		(183)		(740)		(831)
Renewable Diesel JV planned turnaround costs(a)	(2)		—		(10)		—
Gain on sale of assets(b)	—		151		—		151
Depreciation and amortization	(789)		(838)		(1,582)		(1,665)
Renewable Diesel JV depreciation and amortization(a)	(23)		(23)		(45)		(45)
Net interest and other financial costs	(319)		(194)		(623)		(373)
Income before income taxes	$	1,878	$	2,328	$	2,261	$	3,933

Net income attributable to MPC per diluted share	$	3.96	$	4.33	$	3.68	$	6.88

(a) Represents MPC’s pro-rata share of expenses from joint ventures included within the Renewable Diesel segment.

(b) Gain from the Whistler Joint Venture Transaction. See Note 4 to the unaudited consolidated financial statements for additional information.

Net income attributable to MPC was $1.22 billion, or $3.96 per diluted share, for the second quarter of 2025 compared to $1.52 billion, or $4.33 per diluted share, for the second quarter of 2024 and $1.14 billion, or $3.68 per diluted share, in the first six months of 2025 compared to $2.45 billion, or $6.88 per diluted share, in the first six months of 2024.

Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the second quarter of 2025 as compared to the second quarter of 2024 and the first six months of 2025 compared to the first six months of 2024.

MPLX

We owned approximately 647 million MPLX common units as of June 30, 2025, with a market value of $33.35 billion based on the June 30, 2025 closing price of $51.51 per common unit. On July 29, 2025, MPLX declared a quarterly cash distribution of $0.9565 per common unit payable on August 15, 2025 to unitholders of record on August 8, 2025. MPC’s portion of this distribution is approximately $620 million.

We received limited partner distributions of $1.24 billion from MPLX in the six months ended June 30, 2025 and $1.10 billion in the six months ended June 30, 2024.

During the six months ended June 30, 2025, MPLX repurchased approximately 4 million MPLX common units at an average cost per unit of $51.38 and paid $200 million of cash for the repurchased common units. As of June 30, 2025, approximately $320 million remained available under the authorization for future unit repurchases.

See Note 3 to the unaudited consolidated financial statements for additional information on MPLX.

OVERVIEW OF SEGMENTS

Refining & Marketing

Refining & Marketing segment adjusted EBITDA depends largely on our refinery throughputs, Refining & Marketing margin, refining operating costs and distribution costs.

Refining & Marketing margin is the difference between the prices of refined products sold and the costs of crude oil and other charge and blendstocks refined, including the costs to transport these inputs to our refineries and the costs of products purchased for resale. The crack spread is a measure of the difference between market prices for refined products and crude oil, commonly used by the industry as a proxy for the refining margin. Crack spreads can fluctuate significantly, particularly when prices of refined products do not move in the same relationship as the cost of crude oil. As a performance benchmark and a comparison with other industry participants, we calculate Gulf Coast, Mid-Continent and West Coast crack spreads that we believe most closely track our operations and slate of products. The following are used for these crack spread calculations:

The Gulf Coast crack spread uses three barrels of MEH crude producing two barrels of USGC CBOB gasoline and one barrel of USGC ULSD;
The Mid-Continent crack spread uses three barrels of WTI crude producing two barrels of Chicago CBOB gasoline and one barrel of Chicago ULSD; and
The West Coast crack spread uses three barrels of ANS crude producing two barrels of LA CARBOB and one barrel of LA CARB diesel.

Our refineries can process a variety of sweet and sour crude oil, which typically can be purchased at a discount to crude oil referenced in our Gulf Coast, Mid-Continent and West Coast crack spreads. The amount of these discounts, which we refer to as the sweet differential and the sour differential, can vary significantly, causing our Refining & Marketing margin to differ from blended crack spreads. In general, larger sweet and sour differentials will enhance our Refining & Marketing margin.

Future crude oil differentials will be dependent on a variety of market and economic factors, as well as U.S. energy policy.

The following table provides sensitivities showing an estimated change in annual Refining & Marketing segment adjusted EBITDA due to potential changes in market conditions.


(Millions of dollars)
Blended crack spread sensitivity(a) (per $1.00/barrel change)	$	1,100
Sour differential sensitivity(b) (per $1.00/barrel change)	515
Sweet differential sensitivity(c) (per $1.00/barrel change)	515
Natural gas price sensitivity(d) (per $1.00/MMBtu)	350

(a)Crack spread based on 42 percent MEH, 40 percent WTI and 18 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.

(b)Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2025 will be sour crude.

(c)Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland. We assume approximately 50 percent of the crude processed at our refineries in 2025 will be sweet crude.

(d)This is consumption-based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.

In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as:

the selling prices realized for refined products;
the types of crude oil and other charge and blendstocks processed;
our refinery yields;
the cost of products purchased for resale;
the impact of commodity derivative instruments used to hedge price risk;
the potential impact of lower of cost or market adjustments to inventories in periods of declining prices;
the potential impact of LIFO adjustments due to changes in historic inventory levels; and
the cost of purchasing RINs in the open market to comply with RFS2 requirements.

Refining & Marketing segment adjusted EBITDA is also affected by changes in refining operating costs in addition to committed distribution costs. Changes in operating costs are primarily driven by the cost of energy used by our refineries, including purchased natural gas, and the level of maintenance costs. Distribution costs primarily include long-term agreements with MPLX, which as discussed below include minimum commitments to MPLX, and will negatively impact segment adjusted EBITDA in periods when throughput or sales are lower or refineries are idled.

We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX, which is reported in our Midstream segment, provides transportation, storage, distribution and marketing services to our Refining & Marketing segment. Certain of these agreements include commitments for minimum quarterly throughput and distribution volumes of crude oil and refined products and minimum storage volumes of crude oil, refined products and other products. Certain other agreements include commitments to pay for 100 percent of available capacity for certain marine transportation and refining logistics assets.

Midstream

Our Midstream segment gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products, principally for our Refining & Marketing segment. Additionally, the segment markets refined products. The profitability of our pipeline transportation operations primarily depends on tariff rates and the volumes shipped through the pipelines. The profitability of our marine operations primarily depends on the quantity and availability of our vessels and barges. The profitability of our light product terminal operations primarily depends on the throughput volumes at these terminals. The profitability of our fuels distribution services primarily depends on the sales volumes of certain refined products. The profitability of our refining logistics operations depends on the quantity and availability of our refining logistics assets. A majority of the crude oil and refined product shipments on our pipelines and marine vessels and the refined product throughput at our terminals serve our Refining & Marketing segment and our refining logistics assets and fuels distribution services are used solely by our Refining & Marketing segment. As discussed above in the Refining & Marketing section, MPLX, which is reported in our Midstream segment, has various long-term, fee-based commercial agreements related to services provided to our Refining & Marketing segment. Under these agreements, MPLX has received various commitments of minimum throughput, storage and distribution volumes as well as commitments to pay for all available capacity of certain assets. The volume of crude oil that we transport is directly affected by the supply of, and refiner demand for, crude oil in the markets served directly by our crude oil pipelines, terminals and marine operations. Key factors in this supply and demand balance are the production levels of crude oil by producers in various regions or fields, the availability and cost of alternative modes of transportation, the volumes of crude oil processed at refineries and refinery and transportation system maintenance levels. The volume of refined products that we transport, store, distribute and market is directly affected by the production levels of, and user demand for, refined products in the markets served by our refined product pipelines and marine operations. In most of our markets, demand for gasoline and distillate peaks during the summer driving season, which extends from May through September of each year, and declines during the fall and winter months. As with crude oil, other transportation alternatives and system maintenance levels influence refined product movements.

Our Midstream segment also gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Our Midstream segment profitability is affected by prevailing commodity prices primarily as a result of processing or conditioning at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.

Renewable Diesel

Our Renewable Diesel segment processes renewable feedstocks into renewable diesel, markets and distributes renewable diesel and includes joint ventures that produce soybean oil and renewable diesel.

Our Renewable Diesel segment adjusted EBITDA is affected by changes in operating costs, distribution costs, throughput and certain regulatory credits.

RESULTS OF OPERATIONS

The following discussion includes comments and analysis relating to our results of operations. This discussion should be read in conjunction with Item 1. Financial Statements and is intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

Consolidated Results of Operations


	Three Months Ended June 30,						Six Months Ended June 30,
(Millions of dollars)	2025		2024		Variance		2025		2024		Variance
Revenues and other income:
Sales and other operating revenues	$	33,799	$	37,914	$	(4,115)	$	65,316	$	70,620	$	(5,304)
Income from equity method investments	212		373		(161)		442		577		(135)
Net gain (loss) on disposal of assets	6		(1)		7		6		19		(13)
Other income	84		76		8		187		357		(170)
Total revenues and other income	34,101		38,362		(4,261)		65,951		71,573		(5,622)

Costs and expenses:
Cost of revenues (excludes items below)	30,025		33,945		(3,920)		59,385		63,538		(4,153)
Depreciation and amortization	789		838		(49)		1,582		1,665		(83)
Selling, general and administrative expenses	867		823		44		1,650		1,602		48
Other taxes	223		234		(11)		450		462		(12)
Total costs and expenses	31,904		35,840		(3,936)		63,067		67,267		(4,200)

Income from operations	2,197		2,522		(325)		2,884		4,306		(1,422)
Net interest and other financial costs	319		194		125		623		373		250
Income before income taxes	1,878		2,328		(450)		2,261		3,933		(1,672)
Provision for income taxes	268		373		(105)		305		666		(361)
Net income	1,610		1,955		(345)		1,956		3,267		(1,311)
Less net income attributable to:
Redeemable noncontrolling interest	—		5		(5)		—		15		(15)
Noncontrolling interests	394		435		(41)		814		800		14
Net income attributable to MPC	$	1,216	$	1,515	$	(299)	$	1,142	$	2,452	$	(1,310)

Second Quarter 2025 Compared to Second Quarter 2024

Net income attributable to MPC decreased $299 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to the following:

Revenues and other income decreased $4.26 billion primarily due to:

decreased sales and other operating revenues of $4.12 billion mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.33 per gallon, partially offset by increased refined product sales volumes of 129 mbpd; and
decreased income from equity method investments of $161 million largely due to the absence of the gain on sale of assets resulting from the Whistler Joint Venture Transaction in the second quarter of 2024.

Costs and expenses decreased $3.94 billion primarily due to:

decreased cost of revenues of $3.92 billion mainly due to lower crude oil costs;
decreased depreciation and amortization of $49 million largely due to major refining assets that were fully depreciated at the end of 2024; and
increased selling, general and administrative expenses of $44 million primarily due to changes in fair value of equity compensation of $36 million, and increases in salaries and employee related expenses of $26 million and contract services costs of $10 million, partially offset by the absence of $30 million of expense in the second quarter of 2024 related to decommissioning of non-operating assets.

Net interest and other financial costs increased $125 million largely due to decreased interest income and discount amortization, primarily due to the absence of short-term investments held in the second quarter of 2024, and increases in interest expense and non-service pension costs.

We recorded combined federal, state and foreign income tax provisions of $268 million and $373 million for the three months ended June 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.

Net income attributable to noncontrolling interests decreased $41 million mainly due to a decrease in MPLX’s net income in the second quarter of 2025. See further discussion in the Midstream Segment Results section.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net income attributable to MPC decreased $1.31 billion in the first six months of 2025 compared to the first six months of 2024 primarily due to the following:

Revenues and other income decreased $5.62 billion primarily due to:

decreased sales and other operating revenues of $5.30 billion mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.27 per gallon, partially offset by increased refined product sales volumes of 168 mbpd;
decreased income from equity method investments of $135 million largely due to the absence of the gain on sale of assets resulting from the Whistler Joint Venture Transaction in the first six months of 2024; and
decreased other income of $170 million mainly due to the absence of insurance proceeds in the first six months of 2024.

Costs and expenses decreased $4.20 billion primarily due to:

decreased cost of revenues of $4.15 billion mainly due to lower crude oil costs;
decreased depreciation and amortization of $83 million largely due to major refining assets that were fully depreciated at the end of 2024; and
increased selling, general and administrative expenses of $48 million largely due to increases in salaries and employee related expenses of $49 million, contract services costs of $22 million and office expenses of $22 million, partially offset by the absence of $30 million of expense in the first six months of 2024 related to decommissioning of non-operating assets.

Net interest and other financial costs increased $250 million largely due to decreased interest income and discount amortization, primarily due to the absence of short-term investments held in the first six months of 2024, and increases in non-service pension costs and interest expense.

We recorded combined federal, state and foreign income tax provisions of $305 million and $666 million for the six months ended June 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.

Segment Results

We classify our business in the following reportable segments: Refining & Marketing, Midstream and Renewable Diesel. Segment adjusted EBITDA represents adjusted EBITDA attributable to the reportable segments. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment or (iii) are not tied to the operational performance of the segment.

Our segment adjusted EBITDA for reportable segments was $5.68 billion and $7.10 billion for the six months ended June 30, 2025 and 2024, respectively.

Refining & Marketing

The following includes key financial and operating data for the second quarter of 2025 compared to the second quarter of 2024 and the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

925 926

930 931

(a)Includes intersegment sales to Midstream and sales destined for export.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Refining & Marketing Operating Statistics
Net refinery throughput (mbpd)	3,060		3,051		2,955		2,854


Refining & Marketing margin per barrel(a)(b)	$	17.58	$	17.53	$	15.57	$	18.38
Less:
Refining operating costs per barrel(c)	5.34		4.91		5.53		5.45
Distribution costs per barrel(d)	5.52		5.38		5.64		5.60

Other income per barrel(e)	(0.07)		(0.04)		(0.05)		(0.39)
Refining & Marketing segment adjusted EBITDA per barrel	$	6.79	$	7.28	$	4.45	$	7.72

Refining planned turnaround costs per barrel	$	0.90	$	0.66	$	1.32	$	1.60

Depreciation and amortization per barrel	1.45		1.63		1.52		1.73
Per barrel fees paid to MPLX included in distribution costs above	3.59		3.57		$	3.72	$	3.77

(a)Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.

(b)See “Non-GAAP Financial Measure” section for reconciliation and further information regarding this non-GAAP financial measure.

(c)Refining operating costs exclude planned turnaround and depreciation and amortization expense.

(d)Distribution costs exclude depreciation and amortization expense.

(e)Includes income or loss from equity method investments, net gain or loss on disposal of assets and other income or loss.

The following information presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment. The benchmark crack spreads below do not reflect the market cost of RINs necessary to meet EPA renewable volume obligations for attributable products under the Renewable Fuel Standard.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Benchmark Spot Prices (dollars per gallon)
Chicago CBOB unleaded regular gasoline	$	2.01	$	2.36	$	2.00	$	2.24
Chicago ULSD	2.07		2.38		2.10		2.43
USGC CBOB unleaded regular gasoline	1.95		2.29		1.96		2.26
USGC ULSD	2.08		2.44		2.19		2.53
LA CARBOB	2.37		2.76		2.37		2.67
LA CARB diesel	2.21		2.53		2.30		2.60

Market Indicators (dollars per barrel)
WTI	$	63.68	$	80.66	$	67.52	$	78.81
MEH	64.65		82.33		68.70		80.62
ANS	68.88		86.50		72.39		84.00
Crack Spreads:
Mid-Continent WTI 3-2-1	$	15.54	$	16.62	$	12.50	$	16.05
USGC MEH 3-2-1	12.83		12.83		11.44		14.63
West Coast ANS 3-2-1	22.38		23.28		20.49		23.75
Blended 3-2-1(a)	15.63		16.23		13.49		16.93

Crude Oil Differentials:
Sweet	$	(0.76)	$	(1.46)	$	(0.78)	$	(1.40)
Sour	(2.24)		(4.18)		(2.74)		(4.89)

(a) Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 40/42/18 percent effective April 1, 2024 and 40/40/20 percent for prior periods.

Second Quarter 2025 Compared to Second Quarter 2024

Refining & Marketing segment revenues decreased $4.37 billion primarily due to a decrease in average refined product sales prices of $0.33 per gallon, partially offset by increased refined product sales volumes of 129 mbpd.

Refining & Marketing segment adjusted EBITDA decreased $132 million mainly due to increased refining operating and distribution costs, both excluding depreciation and amortization, partially offset by increased per barrel margins. Refining & Marketing segment adjusted EBITDA was $6.79 per barrel for the second quarter of 2025, versus $7.28 per barrel for the second quarter of 2024.

Refining & Marketing margin was $17.58 per barrel for the second quarter of 2025 compared to $17.53 per barrel for the second quarter of 2024. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $500 million on Refining & Marketing margin for the second quarter of 2025 compared to the second quarter of 2024, primarily due to narrower sour and sweet crude oil differentials and lower crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net positive effect of approximately $500 million on Refining & Marketing segment adjusted EBITDA in the second quarter of 2025 compared to the second quarter of 2024.

For the three months ended June 30, 2025, refining operating costs, excluding depreciation and amortization, increased $123 million, or $0.43 per barrel, largely due to higher energy costs.

Distribution costs, excluding depreciation and amortization, increased $43 million, or $0.14 per barrel, and include fees paid to MPLX of $1.0 billion and $990 million for the second quarter of 2025 and 2024, respectively.

Refining planned turnaround costs increased $0.24 per barrel, or $68 million, due to the scope and timing of turnaround activity.

We purchase RINs to satisfy a portion of our RFS2 compliance. Our expenses associated with purchased RINs were $314 million and $293 million in the second quarter of 2025 and 2024, respectively. The RINs expense is included in Refining & Marketing margin. The increase in the second quarter of 2025 was mainly due to increased obligated volumes and higher average RIN prices, partially offset by higher RINs generated and acquired from our Martinez Renewables joint venture and lower sale activity.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Refining & Marketing segment revenues decreased $5.89 billion primarily due to a decrease in average refined product sales prices of $0.27 per gallon, partially offset by increased refined product sales volumes of 168 mbpd.

Net refinery throughput increased 101 mbpd in the first six months of 2025 largely due to decreased turnaround activity.

Refining & Marketing segment adjusted EBITDA decreased $1.63 billion mainly driven by decreases in per barrel margins. Refining & Marketing segment adjusted EBITDA was $4.45 per barrel for the first six months of 2025, versus $7.72 per barrel for the first six months of 2024.

Refining & Marketing margin was $15.57 per barrel for the first six months of 2025 compared to $18.38 per barrel for the first six months of 2024. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $2 billion on Refining & Marketing margin for the first six months of 2025 compared to the first six months of 2024, primarily due to lower crack spreads and narrower sour and sweet crude oil differentials. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, market structure on our crude oil acquisition prices, RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net positive effect of approximately $1 billion on Refining & Marketing segment income in the first six months of 2025 compared to the first six months of 2024.

For the six months ended June 30, 2025, refining operating costs, excluding depreciation and amortization, increased $130 million, or $0.08 per barrel, largely due to higher energy costs, partially offset by decreased maintenance costs and expenses for projects conducted during turnaround activity.

Distribution costs, excluding depreciation and amortization, increased $106 million for the first six months of 2025, or $0.04 per barrel, and include fees paid to MPLX of $1.99 billion and $1.96 billion for the first six months of 2025 and 2024, respectively.

Other income decreased $174 million, or $0.34 per barrel, largely due to the absence of insurance proceeds received in the first six months of 2024.

Refining planned turnaround costs decreased $125 million, or $0.28 per barrel, due to the scope and timing of turnaround activity.

We purchase RINs to satisfy a portion of our RFS2 compliance. Our expenses associated with purchased RINs were $668 million and $594 million in the first six months of 2025 and 2024, respectively. The RINs expense is included in Refining & Marketing margin. The increase in the first six months of 2025 was mainly due to increased obligated volumes and higher average RIN prices, partially offset by higher RINs generated and acquired from our Martinez Renewables joint venture.

Supplemental Refining & Marketing Statistics


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Refining & Marketing Operating Statistics
Crude oil capacity utilization percent(a)	97	97	93	90

Refinery throughput (mbpd):
Crude oil refined	2,883	2,867	2,754	2,647
Other charge and blendstocks	177	184	201	207
Net refinery throughput	3,060	3,051	2,955	2,854

Sour crude oil throughput percent	45	45	45	45
Sweet crude oil throughput percent	55	55	55	55

Refined product yields (mbpd):
Gasoline	1,526	1,527	1,506	1,448
Distillates	1,117	1,131	1,073	1,034
Propane	70	68	69	66
NGLs and petrochemicals	242	237	202	201
Heavy fuel oil	61	46	67	58
Asphalt	81	80	77	81
Total	3,097	3,089	2,994	2,888

Refined product export sales volumes (mbpd)(b)	399	433	393	370

(a)Based on calendar-day capacity, which is an annual average that includes down time for planned maintenance and other normal operating activities.

(b)Represents fully loaded refined product export cargoes for each time period. These sales volumes are included in the total sales volume amounts.

Midstream

131 132

136 137 138 139 140

(a)On owned common-carrier pipelines, excluding equity method investments.

(b)Includes operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for partnership-operated equity method investments.


	Three Months Ended June 30,				Six Months Ended June 30,
Benchmark Prices	2025		2024		2025		2024
Natural Gas NYMEX HH (per MMBtu)	$	3.51	$	2.34	$	3.69	$	2.21
C2 + NGL Pricing (per gallon)(a)	$	0.80	$	0.82	$	0.87	$	0.85

(a)C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane, 60 percent propane, five percent Iso-Butane, 15 percent normal butane and 10 percent natural gasoline.

Second Quarter 2025 Compared to Second Quarter 2024

In the second quarter of 2025, Midstream segment adjusted EBITDA increased $21 million mainly due to increased sales and operating revenues of $103 million primarily driven by higher rates and throughputs, offset by higher operating expenses.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Midstream segment adjusted EBITDA increased $152 million in the first six months of 2025 primarily due to increased sales and operating revenues of $389 million resulting from fee increases, higher throughputs, contributions from recent acquisitions and a $37 million non-recurring benefit associated with a customer agreement, partially offset by higher operating expenses.

Renewable Diesel

138 139

141 142

(a) Includes intersegment sales to Refining & Marketing.

(b) Includes Dickinson facility production and purchased product from our Martinez Renewables joint venture.

Second Quarter 2025 Compared to Second Quarter 2024

Renewable Diesel segment revenues increased $134 million primarily due to increased sales volume of 205 thousand gallons per day. Renewable Diesel segment adjusted EBITDA increased $8 million largely due to increased Renewable Diesel margin, which was $49 million for the second quarter of 2025 compared to $37 million for the second quarter of 2024. The margin increase was due to higher environmental credits associated with increased production volume, partially offset by lower product margins. In the second quarter of 2024, production capacity was reduced due to an event at the Martinez Renewables facility in 2023 that resulted in lower throughput and impacted margins.

See “Non-GAAP Financial Measure” section for reconciliation of Renewable Diesel margin.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Renewable Diesel segment revenues increased $243 million mainly due to increased sales volume of 295 thousand gallons per day. Renewable Diesel segment adjusted EBITDA increased $56 million primarily due to increased Renewable Diesel margins. Margins increased from $32 million to $75 million in the first six months of 2025 due to higher environmental credits associated with increased production volume, partially offset by lower product margins. In the first six months of 2024, production capacity was reduced due to an event at the Martinez Renewables facility in 2023 that resulted in lower throughput and impacted margins.

See “Non-GAAP Financial Measure” section for reconciliation of Renewable Diesel margin.

Corporate


(millions of dollars)	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Corporate(a)	$	(243)	$	(223)	$	(453)	$	(451)

(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $17 million and $23 million for the second quarter of 2025 and 2024, respectively, and $35 million and $47 million for the six months ended June 30, 2025 and 2024, respectively.

Second Quarter 2025 Compared to Second Quarter 2024

In the second quarter of 2025, corporate expenses increased $20 million primarily due to an increase in contract services of approximately $26 million.

Items not Allocated to Segments


(millions of dollars)	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Items not allocated to segments:
Gain on sale of assets	$	—	$	151	$	—	$	151

Second Quarter 2025 Compared to Second Quarter 2024

Gain on sale of assets includes $151 million resulting from the Whistler Joint Venture Transaction in the second quarter of 2024. See Note 4 to the unaudited consolidated financial statements for additional information on this transaction.

Non-GAAP Financial Measures

Management uses financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP. The non-GAAP financial measures we use are as follows:

Refining & Marketing Margin

Refining & Marketing margin is defined as sales revenue less cost of refinery inputs and purchased products. We use and believe our investors use this non-GAAP financial measure to evaluate our Refining & Marketing segment’s operating and financial performance as it is the most comparable measure to the industry’s market reference product margins. This measure should not be considered a substitute for, or superior to, Refining & Marketing gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies.

Reconciliation of Refining & Marketing segment adjusted EBITDA to Refining & Marketing gross margin and Refining & Marketing margin


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2025		2024		2025		2024
Refining & Marketing segment adjusted EBITDA	$	1,890	$	2,022	$	2,379	$	4,008
Plus (Less):
Depreciation and amortization	(405)		(453)		(811)		(897)
Refining planned turnaround costs	(250)		(182)		(704)		(829)

Selling, general and administrative expenses	667		656		1,291		1,271
Income from equity method investments	(3)		(7)		(8)		(17)

Other income	(51)		(49)		(119)		(293)
Refining & Marketing gross margin	1,848		1,987		2,028		3,243
Plus (Less):
Operating expenses (excluding depreciation and amortization)	2,803		2,606		5,787		5,715
Depreciation and amortization	405		453		811		897
Gross margin excluded from and other income included in Refining & Marketing margin(a)	(98)		(106)		(168)		(179)
Other taxes included in Refining & Marketing margin	(63)		(73)		(133)		(132)
Refining & Marketing margin	$	4,895	$	4,867	$	8,325	$	9,544

(a)Reflects the gross margin, excluding depreciation and amortization, of other related operations included in the Refining & Marketing segment and processing of credit card transactions on behalf of certain of our marketing customers, net of other income.

Renewable Diesel Margin

Renewable Diesel margin is defined as sales revenue plus value attributable to qualifying regulatory credits earned during the period less cost of renewable inputs and purchased product costs. We use and believe our investors use this non-GAAP financial measure to evaluate our Renewable Diesel segment’s operating and financial performance. This measure should not be considered a substitute for, or superior to, Renewable Diesel gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculation thereof may not be comparable to similarly titled measures reported by other companies.

Reconciliation of Renewable Diesel segment adjusted EBITDA to Renewable Diesel gross margin and Renewable Diesel margin


	Three Months Ended June 30,				Six Months Ended June 30,
(Millions of dollars)	2025		2024		2025		2024
Renewable Diesel segment adjusted EBITDA	$	(19)	$	(27)	$	(61)	$	(117)
Plus (Less):
Depreciation and amortization	(18)		(17)		(36)		(33)
Renewable Diesel JV depreciation and amortization(a)	(23)		(23)		(45)		(45)
Renewable Diesel planned turnaround costs	(25)		(1)		(36)		(2)
Renewable Diesel JV planned turnaround costs(a)	(2)		—		(10)		—

Selling, general and administrative expenses	9		14		18		28
Income from equity method investments	(18)		(12)		(34)		(25)

Other income	(8)		—		(11)		—
Renewable Diesel gross margin	(104)		(66)		(215)		(194)
Plus (Less):
Operating expenses (excluding depreciation and amortization)	114		64		212		150
Depreciation and amortization	18		17		36		33
Martinez JV depreciation and amortization	21		22		42		43
Renewable Diesel margin	$	49	$	37	$	75	$	32

(a) Represents MPC’s pro-rata share of expenses from joint ventures included within the Renewable Diesel segment.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Our consolidated cash and cash equivalents balance was approximately $1.67 billion at June 30, 2025 compared to $3.21 billion at December 31, 2024. Net cash provided by (used in) operating activities, investing activities and financing activities are presented in the following table.


	Six Months Ended June 30,
(Millions of dollars)	2025		2024
Net cash provided by (used in):
Operating activities	$	2,575	$	4,774
Investing activities	(1,897)		(807)
Financing activities	(2,215)		(4,970)
Total decrease in cash	$	(1,537)	$	(1,003)

Operating Activities

Net cash provided by operating activities decreased $2.20 billion in the first six months of 2025 compared to the first six months of 2024. The change in net cash provided by operating activities was primarily due to a decrease in operating results and an unfavorable change in working capital of $1.19 billion, when comparing the change in working capital in both periods.

For the first six months of 2025, changes in working capital, excluding changes in short-term debt, were a net $1.04 billion use of cash mainly due to the effects of changes in energy commodity prices and volumes at the end of the period. Accounts payable decreased primarily due to decreases in crude oil prices, partially offset by increases in crude oil volumes. Inventories increased largely due to increases in crude oil and refined product inventory volumes. Current receivables decreased primarily due to decreases in crude oil prices, partially offset by increases in crude oil volumes and refined product prices.

For the first six months of 2024, changes in working capital, excluding changes in short-term debt, were a net $152 million source of cash mainly due to the effects of changes in energy commodity prices and volumes at the end of the period. Accounts payable increased primarily due to increases in crude oil prices. Current receivables increased largely due to increases in crude oil and refined product prices, partially offset by a decrease in volumes. Inventories increased primarily due to increases in crude oil and refined product inventory volumes. Additionally, working capital was favorably impacted by changes in income tax receivable and unfavorably impacted by changes in prepaid assets and current liabilities.

Investing Activities

Investing activities were a net $1.90 billion use of cash in the first six months of 2025 compared to a net $807 million use of cash in the first six months of 2024.

In the first six months of 2024, purchases of short-term investments of $2.93 billion were more than offset by maturities and sales of short-term investments of $3.52 billion and $195 million, respectively, for a net source of cash of $789 million.
Additions to property, plant and equipment increased $286 million. See the Capital Requirements section for additional information on our capital investment plan.
Cash used for acquisitions of $237 million and $622 million in the first six months of 2025 and 2024, respectively, were due to acquisitions in our Midstream segment.
Cash used in net investments was $428 million for the first six months of 2025 compared to $45 million for the first six months of 2024. In the first six months of 2025, investments mainly included contributions to MPLX equity method investments. In the first six months of 2024, investments primarily included a return of capital of $134 million related to the Whistler Joint Venture Transaction more than offset by Midstream equity method investments, including a $92 million contribution made in March 2024 for the repayment of MPLX’s share of the Dakota Access joint venture’s debt due in 2024.

The consolidated statements of cash flows exclude changes to the consolidated balance sheets that did not affect cash. A reconciliation of additions to property, plant and equipment per the consolidated statements of cash flows to reported total capital expenditures and investments follows.


	Six Months Ended June 30,
(Millions of dollars)	2025		2024
Additions to property, plant and equipment per the consolidated statements of cash flows	$	1,358	$	1,072

Decrease in capital accruals	(5)		(46)
Total capital expenditures	1,353		1,026
Investments in equity method investees	488		179
Total capital expenditures and investments	$	1,841	$	1,205

Financing Activities

Financing activities were a net $2.22 billion use of cash in the first six months of 2025 compared to a net $4.97 billion use of cash in the first six months of 2024.

Long-term debt borrowings and repayments were a net $919 million source of cash in the first six months of 2025 compared to a net $1.58 billion source of cash in the first six months of 2024. During the first six months of 2025, MPC issued $2.0 billion in aggregate principal amount of senior notes and repaid $1.250 billion in aggregate principal amount of senior notes. During the first six months of 2025, MPLX issued $2.0 billion aggregate principal amount of senior notes and repaid $1.70 billion aggregate principal amount of senior notes. During the first six months of 2024, MPLX issued $1.65 billion aggregate principal amount of senior notes.
During first six months of 2025, we had net borrowings of $210 million under our commercial paper program. We had no activity under our commercial paper program during the first six months of 2024.
Cash used in common stock repurchases, including fees and expenses, totaled $1.84 billion in the first six months of 2025 compared to $5.11 billion in the first six months of 2024. See the Capital Requirements section for further discussion of our stock repurchases.
Cash used in dividend payments decreased $25 million for the first six months of 2025 compared to the first six months of 2024 due to a reduction of shares outstanding resulting from share repurchases, partially offset by an increase in per share dividends.
Cash used in distributions to noncontrolling interests increased $66 million for the first six months of 2025 compared to the first six months of 2024 primarily due to an increase in MPLX’s distribution per common unit.
Cash used in repurchases of noncontrolling interests was $200 million in the first six months of 2025 and $150 million in the first six months of 2025 related to the repurchase of MPLX common units. See Note 3 to the unaudited consolidated financial statements for further discussion of MPLX.

Derivative Instruments

See Item 3. Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk.

Capital Resources

MPC, Excluding MPLX

We control MPLX through our ownership of the general partner; however, the creditors of MPLX do not have recourse to MPC’s general credit through guarantees or other financial arrangements, except as noted. MPC has effectively guaranteed certain indebtedness of LOOP and LOCAP, in which MPLX holds an interest. Therefore, in the following table, we present the liquidity of MPC, excluding MPLX. MPLX liquidity is discussed in the following section.

Our liquidity, excluding MPLX, totaled $5.18 billion at June 30, 2025 consisting of:


	June 30, 2025
(Millions of dollars)	Total Capacity		Outstanding Borrowings		Outstanding Letters of Credit		Available Capacity
Bank revolving credit facility	$	5,000	$	—	$	1	$	4,999
Trade receivables facility(a)	100		—		—		100
Total	$	5,100	$	—	$	1	$	5,099
Commercial paper borrowings(b)							(210)
Cash and cash equivalents and short-term investments(c)							287
Total liquidity							$	5,176

(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.

(b) We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facility.

We have a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facility. At June 30, 2025, we had $210 million in aggregate principal amount of commercial paper outstanding under the commercial paper program.

Because of the alternatives available to us, including internally generated cash flow, revolving credit and trade receivable facilities, access to capital markets and a commercial paper program, we believe that our short-term and long-term liquidity is adequate to fund not only our current operations, but also our near-term and long-term funding requirements, including capital spending programs, the repurchase of shares of our common stock, dividend payments, defined benefit plan contributions, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.

On February 10, 2025, MPC issued $2.0 billion in aggregate principal amount of senior notes in an underwritten public 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 senior notes 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.

MPC’s bank revolving credit facility and trade receivables facility contain representations and warranties, affirmative and negative covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature. As of June 30, 2025, we were in compliance with such covenants and restrictions.

Our intention is to maintain an investment-grade credit profile. As of June 30, 2025, the credit ratings on our senior unsecured debt are as follows.


Company	Rating Agency	Rating
MPC	Moody’s	Baa2 (stable outlook)
	Standard & Poor’s	BBB (stable outlook)
	Fitch	BBB (stable outlook)

The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities. Although it is our intention to maintain a credit profile that supports an investment grade rating, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant. A rating from one rating agency should be evaluated independently of ratings from other rating agencies.

The agreements governing MPC’s debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments in the event that our credit ratings are downgraded. However, any downgrades of our senior unsecured debt could increase the applicable interest rates, yields and other fees payable under such agreements and may limit our flexibility to obtain financing in the future, including to refinance existing indebtedness. In addition, a downgrade of our senior unsecured debt rating to below investment-grade levels could, under certain circumstances, impact our ability to purchase crude oil on an unsecured basis and could result in us having to post letters of credit under existing transportation services or other agreements.

See Note 16 to the unaudited consolidated financial statements for further discussion of our debt.

MPLX

MPLX’s liquidity totaled $4.89 billion at June 30, 2025 consisting of:


	June 30, 2025
(Millions of dollars)	Total Capacity		Outstanding Borrowings		Outstanding Letters of Credit		Available Capacity
MPLX LP - bank revolving credit facility	$	2,000	$	—	$	—	$	2,000
MPC intercompany loan agreement	1,500		—		—		1,500
Total	$	3,500	$	—	$	—	$	3,500
Cash and cash equivalents							1,386
Total liquidity							$	4,886

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, 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 the net proceeds from this offering to redeem all of MPLX LP’s outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and MarkWest Energy Partners, L.P.’s outstanding $11 million aggregate principal amount of 4.875 percent senior notes due June 2025. MPLX intends to use the remaining net proceeds for general partnership purposes.

On July 3, 2025, MPLX used cash on hand to extinguish approximately $656 million of debt principal outstanding, including interest, related to certain term and revolving loans assumed as part of the BANGL Acquisition. See Note 23 to the unaudited consolidated financial statements for additional information on this transaction.

MPLX intends to use debt financing to restore liquidity after using cash on hand for the recently completed acquisition of the remaining 55 percent of BANGL pipeline system and related debt repayments, and to fund the announced acquisition of Northwind Midstream.

MPLX’s bank revolving credit facility 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. As of June 30, 2025, MPLX was in compliance with such covenants.

Our intention is to maintain an investment-grade credit profile for MPLX. As of June 30, 2025, the credit ratings on MPLX’s senior unsecured debt are as follows.


Company	Rating Agency	Rating
MPLX	Moody’s	Baa2 (stable outlook)
	Standard & Poor’s	BBB (stable outlook)
	Fitch	BBB (stable outlook)

The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold MPLX securities. Although it is our intention to maintain a credit profile that supports an investment grade rating for MPLX, there is no assurance that these ratings will continue for any given period of time. The ratings may be revised or withdrawn entirely by the rating agencies if, in their respective judgments, circumstances so warrant. A rating from one rating agency should be evaluated independently of ratings from other rating agencies.

The agreements governing MPLX’s debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments in the event that MPLX credit ratings are downgraded. However, any downgrades of MPLX senior unsecured debt to below investment-grade ratings could increase the applicable interest rates, yields and other fees payable under such agreements. In addition, a downgrade of MPLX senior unsecured debt ratings to below investment-grade levels may limit MPLX’s ability to obtain future financing, including to refinance existing indebtedness.

See Note 16 to the unaudited consolidated financial statements for further discussion of MPLX’s debt.

Capital Requirements

Capital Investment Plan

MPC's capital investment outlook for 2025 totals approximately $1.25 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan. MPC’s capital investment outlook includes all of the planned capital spending for Refining & Marketing, Renewable Diesel and Corporate, as well as a portion of the planned capital investments for Midstream. The remainder of the planned capital spending for Midstream reflects the capital investment plan for MPLX, which totals $2.0 billion, excluding capitalized interest, acquisitions, if any, reimbursable capital and any incremental capital project expenditures associated with the pending Northwind Midstream acquisition. We continuously evaluate our capital investment plan and make changes as conditions warrant.

Capital expenditures and investments for MPC and MPLX are summarized below.


	Six Months Ended June 30,
(Millions of dollars)	2025		2024
Capital expenditures and investments:(a)
MPC, excluding MPLX
Refining & Marketing	$	709	$	592
Midstream - Other	12		3
Renewable Diesel	2		3
Corporate and Other(b)	15		18
Total MPC, excluding MPLX	$	738	$	616

Midstream - MPLX(c)	$	1,065	$	565

(a) Capital expenditures include changes in capital accruals.

(b) Excludes capitalized interest of $38 million and $24 million for the six months ended June 30, 2025 and 2024, respectively.

Capital expenditures and investments in affiliates during the six months ended June 30, 2025 were primarily for Refining & Marketing and Midstream projects. Major Refining & Marketing projects include advancing improvements focused on integrating and modernizing utility systems and increasing energy efficiency, with the added benefit of addressing upcoming regulation mandating further reductions in emissions at our Los Angeles refinery, a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery and a project to increase flexibility and optimize jet production at our Robinson refinery. In addition to these multi-year investments, the company is executing short-duration, high-return projects that are expected to enhance the yields of our refineries, improve energy efficiency and lower our costs as well as investments in our branded marketing footprint.

Our Midstream segment capital expenditures and investments in affiliates were primarily for expanding our Permian to Gulf Coast integrated natural gas and NGL value chain, gas processing plants in the Marcellus and Permian basins and gas gathering projects in the Marcellus, Utica and Permian basins.

Share Repurchases

Total share repurchases were as follows for the respective periods:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2025		2024		2025		2024
Number of shares repurchased	5		15		12		28
Cash paid for shares repurchased(a)	$	692	$	2,896	$	1,749	$	5,114
Average cost per share(b)	$	146.43	$	185.34	$	147.29	$	177.54

(a) 2025 excludes $88 million paid in 2025 for excise tax on 2024 share repurchases.

(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.

From January 1, 2012 through June 30, 2025, our board of directors had approved $60.05 billion in total share repurchase authorizations and we repurchased a total of $54.02 billion of our common stock. As of June 30, 2025, $6.03 billion remained available for repurchase under the share repurchase authorizations.

We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated share repurchases, tender offers 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.

See Note 8 to the unaudited consolidated financial statements for further discussion of our share repurchase authorizations.

MPLX Unit Repurchases

Total unit repurchases were as follows for the respective periods:


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except per unit data)	2025		2024		2025		2024
Number of common units repurchased	2		2		4		4
Cash paid for common units repurchased	$	100	$	75	$	200	$	150
Average cost per unit	$	50.31	$	41.10	$	51.38	$	40.56

As of June 30, 2025, MPLX had approximately $320 million remaining available under its unit repurchase authorization.

On August 5, 2025, MPLX announced that its board of directors approved a $1.0 billion common unit repurchase authorization that is in addition to the $1.0 billion common unit repurchase authorization announced on August 2, 2022. The common 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.

Cash Commitments

Contractual Obligations

As of June 30, 2025, our purchase commitments primarily consist of obligations to purchase and transport crude oil used in our refining operations. Additionally, in July 2025, MPLX completed the BANGL Acquisition and entered into an agreement to acquire Northwind Midstream as described in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Strategic Updates. During the first six months of 2025, there were no other material changes to our contractual obligations outside the ordinary course of business since December 31, 2024.

Our other contractual obligations primarily consist of long-term debt and pension and post-retirement obligations, for which additional information is included in Notes 16 and 21, respectively, to the unaudited consolidated financial statements, and financing and operating leases.

Other Cash Commitments

On July 30, 2025, our board of directors declared a dividend of $0.91 per share on common stock. The dividend is payable September 10, 2025 to shareholders of record as of the close of business on August 20, 2025.

During the six months ended June 30, 2025, we made contributions of $36 million to our funded pension plans and plan to make an additional required contribution of approximately $135 million in the third quarter of 2025. We may make additional voluntary contributions at our discretion depending on the anticipated funding status and plan asset performance.

We may, from time to time, repurchase our senior notes in the open market, in tender offers, in privately-negotiated transactions or otherwise in such volumes, at such prices and upon such other terms as we deem appropriate.

ENVIRONMENTAL MATTERS AND COMPLIANCE COSTS

We have incurred and may continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. If these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, our operating results will be adversely affected. We believe that substantially all of our competitors must comply with similar environmental laws and regulations. However, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities, marketing areas, production processes and whether it is also engaged in the petrochemical business or the marine transportation of crude oil and refined products.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements.

There have been no additional significant changes to our environmental matters and compliance costs during the six months ended June 30, 2025.

CRITICAL ACCOUNTING ESTIMATES

As of June 30, 2025, there have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2024.

ACCOUNTING STANDARDS NOT YET ADOPTED

As discussed in Note 2 to the unaudited consolidated financial statements, certain new financial accounting pronouncements will be effective for our financial statements in the future.

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