filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
Marathon Petroleum Corporation
Consolidated Statements of Income (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues and other income: | |||||||||||||||||||||||
| Sales and other operating revenues | $ | 34,809 | $ | 35,107 | $ | 100,125 | $ | 105,727 | |||||||||||||||
| Income from equity method investments | 976 | 219 | 1,418 | 796 | |||||||||||||||||||
| Net gain (loss) on disposal of assets | (2) | (2) | 4 | 17 | |||||||||||||||||||
| Other income | 66 | 49 | 253 | 406 | |||||||||||||||||||
| Total revenues and other income | 35,849 | 35,373 | 101,800 | 106,946 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenues (excludes items below) | 31,200 | 32,144 | 90,585 | 95,682 | |||||||||||||||||||
| Depreciation and amortization | 841 | 846 | 2,423 | 2,511 | |||||||||||||||||||
| Selling, general and administrative expenses | 863 | 815 | 2,513 | 2,417 | |||||||||||||||||||
| Other taxes | 232 | 219 | 682 | 681 | |||||||||||||||||||
| Total costs and expenses | 33,136 | 34,024 | 96,203 | 101,291 | |||||||||||||||||||
| Income from operations | 2,713 | 1,349 | 5,597 | 5,655 | |||||||||||||||||||
| Net interest and other financial costs | 310 | 221 | 933 | 594 | |||||||||||||||||||
| Income before income taxes | 2,403 | 1,128 | 4,664 | 5,061 | |||||||||||||||||||
| Provision for income taxes | 460 | 113 | 765 | 779 | |||||||||||||||||||
| Net income | 1,943 | 1,015 | 3,899 | 4,282 | |||||||||||||||||||
| Less net income attributable to: | |||||||||||||||||||||||
| Redeemable noncontrolling interest | — | 6 | — | 21 | |||||||||||||||||||
| Noncontrolling interests | 573 | 387 | 1,387 | 1,187 | |||||||||||||||||||
| Net income attributable to MPC | $ | 1,370 | $ | 622 | $ | 2,512 | $ | 3,074 | |||||||||||||||
| Per share data (See Note 7) | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income attributable to MPC per share | $ | 4.51 | $ | 1.88 | $ | 8.16 | $ | 8.85 | |||||||||||||||
| Weighted average shares outstanding | 303 | 331 | 307 | 347 | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income attributable to MPC per share | $ | 4.51 | $ | 1.87 | $ | 8.15 | $ | 8.83 | |||||||||||||||
| Weighted average shares outstanding | 304 | 332 | 308 | 348 |
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Statements of Comprehensive Income (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ | 1,943 | $ | 1,015 | $ | 3,899 | $ | 4,282 | |||||||||||||||
| Defined benefit plans: | |||||||||||||||||||||||
| Actuarial changes, net of tax of $1, $1, $7 and $2, respectively | 4 | 2 | 21 | 5 | |||||||||||||||||||
| Prior service, net of tax of $(2), $(3), $(6) and $(10), respectively | (6) | (10) | (18) | (31) | |||||||||||||||||||
| Other, net of tax of $—, $1, $— and $—, respectively | 1 | 2 | 2 | (1) | |||||||||||||||||||
| Other comprehensive income (loss) | (1) | (6) | 5 | (27) | |||||||||||||||||||
| Comprehensive income | 1,942 | 1,009 | 3,904 | 4,255 | |||||||||||||||||||
| Less comprehensive income attributable to: | |||||||||||||||||||||||
| Redeemable noncontrolling interest | — | 6 | — | 21 | |||||||||||||||||||
| Noncontrolling interests | 573 | 387 | 1,387 | 1,187 | |||||||||||||||||||
| Comprehensive income attributable to MPC | $ | 1,369 | $ | 616 | $ | 2,517 | $ | 3,047 |
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Balance Sheets (Unaudited)
| (Millions of dollars, except share data) | September 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 2,654 | $ | 3,210 | |||||||
| Receivables, less allowance for expected credit loss of $20 and $73, respectively | 10,487 | 11,145 | |||||||||
| Inventories | 9,829 | 9,568 | |||||||||
| Other current assets | 626 | 524 | |||||||||
| Assets held for sale | 1,034 | — | |||||||||
| Total current assets | 24,630 | 24,447 | |||||||||
| Equity method investments | 6,900 | 6,857 | |||||||||
| Property, plant and equipment, net | 36,984 | 35,028 | |||||||||
| Goodwill | 9,331 | 8,244 | |||||||||
| Intangibles, net | 2,749 | 1,774 | |||||||||
| Right of use assets, net | 1,373 | 1,300 | |||||||||
| Other noncurrent assets | 1,273 | 1,208 | |||||||||
| Total assets | $ | 83,240 | $ | 78,858 | |||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 12,486 | $ | 13,906 | |||||||
| Payroll and benefits payable | 968 | 1,096 | |||||||||
| Accrued taxes | 1,381 | 1,204 | |||||||||
| Debt due within one year | 1,612 | 3,049 | |||||||||
| Operating lease liabilities | 441 | 417 | |||||||||
| Other current liabilities | 1,610 | 1,155 | |||||||||
| Liabilities held for sale | 230 | — | |||||||||
| Total current liabilities | 18,728 | 20,827 | |||||||||
| Long-term debt | 31,232 | 24,432 | |||||||||
| Deferred income taxes | 5,964 | 5,771 | |||||||||
| Defined benefit postretirement plan obligations | 1,132 | 1,157 | |||||||||
| Long-term operating lease liabilities | 918 | 860 | |||||||||
| Deferred credits and other liabilities | 1,377 | 1,305 | |||||||||
| Total liabilities | 59,351 | 54,352 | |||||||||
| Commitments and contingencies (see Note 22) | |||||||||||
| 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 – 693 million and 678 million shares | (55,016) | (52,623) | |||||||||
| Additional paid-in capital | 33,695 | 33,624 | |||||||||
| Retained earnings | 38,517 | 36,848 | |||||||||
| Accumulated other comprehensive loss | (109) | (114) | |||||||||
| Total MPC stockholders’ equity | 17,097 | 17,745 | |||||||||
| Noncontrolling interests | 6,792 | 6,558 | |||||||||
| Total equity | 23,889 | 24,303 | |||||||||
| Total liabilities, redeemable noncontrolling interest and equity | $ | 83,240 | $ | 78,858 |
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Statements of Cash Flows (Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Operating activities: | |||||||||||
| Net income | $ | 3,899 | $ | 4,282 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Amortization of deferred financing costs and debt discount | 30 | (44) | |||||||||
| Depreciation and amortization | 2,423 | 2,511 | |||||||||
| Pension and other postretirement benefits, net | (36) | 18 | |||||||||
| Deferred income taxes | 251 | (132) | |||||||||
| Net gain on disposal of assets | (4) | (17) | |||||||||
| Income from equity method investments | (1,418) | (796) | |||||||||
| Distributions from equity method investments | 857 | 882 | |||||||||
| Changes in the fair value of derivative instruments | (45) | 47 | |||||||||
| Changes in: | |||||||||||
| Current receivables | 706 | 2,061 | |||||||||
| Inventories | (285) | (588) | |||||||||
| Current liabilities and other current assets | (1,204) | (1,546) | |||||||||
| Right of use assets and operating lease liabilities, net | 10 | (1) | |||||||||
| All other, net | — | (219) | |||||||||
| Net cash provided by operating activities | 5,184 | 6,458 | |||||||||
| Investing activities: | |||||||||||
| Additions to property, plant and equipment | (2,305) | (1,723) | |||||||||
| Acquisitions, net of cash acquired | (3,316) | (622) | |||||||||
| Disposal of assets | 20 | 4 | |||||||||
| Investments – acquisitions and contributions | (821) | (450) | |||||||||
| Investments – redemptions, repayments, return of capital and sales proceeds | 571 | 141 | |||||||||
| Purchases of short-term investments | — | (2,949) | |||||||||
| Sales of short-term investments | — | 2,295 | |||||||||
| Maturities of short-term investments | — | 4,384 | |||||||||
| All other, net | 198 | 147 | |||||||||
| Net cash provided by (used in) investing activities | (5,653) | 1,227 | |||||||||
| Financing activities: | |||||||||||
| Commercial paper – issued | 5,055 | — | |||||||||
| Commercial paper – repayments | (5,055) | — | |||||||||
| Long-term debt – borrowings | 11,166 | 1,631 | |||||||||
| Long-term debt – repayments | (6,438) | (811) | |||||||||
| Debt issuance costs | (80) | (15) | |||||||||
| Issuance of common stock | 24 | 19 | |||||||||
| Common stock repurchased | (2,487) | (7,815) | |||||||||
| Dividends paid | (840) | (862) | |||||||||
| Distributions to noncontrolling interests | (1,104) | (1,005) | |||||||||
| Repurchases of noncontrolling interests | (300) | (226) | |||||||||
| All other, net | (29) | (43) | |||||||||
| Net cash used in financing activities | (88) | (9,127) | |||||||||
| Nine Months Ended September 30, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Net change in cash, cash equivalents and restricted cash | (557) | (1,442) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period(a) | 3,211 | 5,446 | |||||||||
| Cash, cash equivalents and restricted cash at end of period(a) | $ | 2,654 | $ | 4,004 | |||||||
(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 (Unaudited)
| 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, 2024 | 994 | $ | 10 | (678) | $ | (52,623) | $ | 33,624 | $ | 36,848 | $ | (114) | $ | 6,558 | $ | 24,303 | $ | 203 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | (74) | — | 420 | 346 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($0.91 per share) | — | — | — | — | — | (285) | — | — | (285) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (364) | (364) | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | 5 | — | 5 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (7) | (1,039) | — | — | — | — | (1,039) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 19 | — | — | (3) | 16 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | 25 | — | — | 58 | 83 | (197) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | 994 | $ | 10 | (685) | $ | (53,662) | $ | 33,668 | $ | 36,489 | $ | (109) | $ | 6,669 | $ | 23,065 | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 1,216 | — | 394 | 1,610 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($0.91 per share) | — | — | — | — | — | (279) | — | — | (279) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (368) | (368) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | 1 | — | 1 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (5) | (698) | — | — | — | — | (698) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 19 | (2) | — | 3 | 20 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | (29) | — | — | (58) | (87) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | 994 | $ | 10 | (690) | $ | (54,360) | $ | 33,658 | $ | 37,424 | $ | (108) | $ | 6,640 | $ | 23,264 | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 1,370 | — | 573 | 1,943 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($0.91 per share) | — | — | — | — | — | (276) | — | — | (276) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (366) | (366) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (1) | — | (1) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (3) | (656) | — | — | — | — | (656) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 17 | (1) | — | 3 | 19 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | 20 | — | — | (58) | (38) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | 994 | $ | 10 | (693) | $ | (55,016) | $ | 33,695 | $ | 38,517 | $ | (109) | $ | 6,792 | $ | 23,889 | $ | — |
The accompanying notes are an integral part of these consolidated financial statements.
Marathon Petroleum Corporation
Consolidated Statements of Equity and Redeemable Noncontrolling Interest (Unaudited)
| 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, 2023 | 993 | $ | 10 | (625) | $ | (43,502) | $ | 33,465 | $ | 34,562 | $ | (131) | $ | 6,100 | $ | 30,504 | $ | 895 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 937 | — | 365 | 1,302 | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($0.825 per share) | — | — | — | — | — | (299) | — | — | (299) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (314) | (314) | (23) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (12) | — | (12) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (13) | (2,172) | — | — | — | — | (2,172) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | (7) | (1) | — | (1) | (9) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | 72 | — | — | 138 | 210 | (321) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | 993 | $ | 10 | (638) | $ | (45,674) | $ | 33,530 | $ | 35,199 | $ | (143) | $ | 6,288 | $ | 29,210 | $ | 561 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 1,515 | — | 435 | 1,950 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($0.825 per share) | — | — | — | — | — | (290) | — | — | (290) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (325) | (325) | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (9) | — | (9) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (15) | (2,918) | — | — | — | — | (2,918) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 1 | — | — | — | 26 | (1) | — | 4 | 29 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | 79 | — | — | 160 | 239 | (354) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | 994 | $ | 10 | (653) | $ | (48,592) | $ | 33,635 | $ | 36,423 | $ | (152) | $ | 6,562 | $ | 27,886 | $ | 202 | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 622 | — | 387 | 1,009 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on common stock ($0.825 per share) | — | — | — | — | — | (273) | — | — | (273) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (328) | (328) | (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (6) | — | (6) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares repurchased | — | — | (16) | (2,728) | — | — | — | — | (2,728) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 15 | (1) | — | 3 | 17 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity transactions of MPLX | — | — | — | — | (20) | — | — | (48) | (68) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | 994 | $ | 10 | (669) | $ | (51,320) | $ | 33,630 | $ | 36,771 | $ | (158) | $ | 6,576 | $ | 25,509 | $ | 203 |
The accompanying notes are an integral part of these consolidated financial statements.
Notes to Consolidated Financial Statements (Unaudited)
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 3 and 9 for additional information about our operations.
Basis of Presentation
These interim consolidated financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. Certain information and disclosures derived from our audited annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from these interim financial statements.
These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.
These consolidated financial statements include the accounts of our majority-owned, controlled subsidiaries, including MPLX. All significant intercompany transactions and accounts have been eliminated. Due to our ownership of the general partner interest of MPLX, 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.
Certain prior period financial statement amounts have been reclassified to conform to current period presentation.
In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities historically reported in the Refining & Marketing segment. Prior period segment information has been recast for comparability. See Notes 9 and 17 for prior period recast information.
2. Accounting Standards
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. This 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.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued an 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. Early adoption is permitted. The amendments in this ASU should be applied on a prospective basis, but retrospective application is permitted. We will adopt this ASU on a retrospective basis and it will result in additional disclosure.
3**.** 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 September 30, 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:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per unit data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Number of common units repurchased | 2 | 2 | 6 | 6 | |||||||||||||||||||
| Cash paid for common units repurchased | $ | 100 | $ | 76 | $ | 300 | $ | 226 | |||||||||||||||
| Average cost per unit | $ | 50.86 | $ | 42.89 | $ | 51.20 | $ | 41.32 |
As of September 30, 2025, MPLX had approximately $1.22 billion remaining under its unit repurchase authorizations.
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 2023 and 2024, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into common units. 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.
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 interests in MPLX were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Increase (decrease) due to change in ownership | $ | (42) | $ | (29) | $ | (45) | $ | 198 | |||||||||||||||
| Tax impact | 62 | 9 | 61 | (67) | |||||||||||||||||||
| Increase (decrease) in MPC's additional paid-in capital, net of tax | $ | 20 | $ | (20) | $ | 16 | $ | 131 |
4. 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 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 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:
| (In millions) | August 29, 2025 | ||||
| Assets acquired: | |||||
| Cash and cash equivalents | $ | 17 | |||
| Receivables | 11 | ||||
| Other current assets | 1 | ||||
| Property, plant and equipment | 1,182 | ||||
| Intangibles | 951 | ||||
| Other noncurrent assets | 2 | ||||
| Total assets acquired | 2,164 | ||||
| Liabilities assumed: | |||||
| Accounts payable | 105 | ||||
| Other current liabilities | 1 | ||||
| Long-term operating lease liabilities | 1 | ||||
| Total liabilities assumed | 107 | ||||
| Total identifiable net assets | 2,057 | ||||
| Goodwill | 356 | ||||
| Fair value of net assets acquired | $ | 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 $356 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.
Announced Divestiture of Rockies Operations
On August 26, 2025, MPLX entered into a definitive agreement to divest its Rockies gathering and processing operations (the “Rockies”) to a subsidiary of Harvest Midstream (“Harvest”) for $1.0 billion in cash, subject to customary purchase price adjustments.
The assets and liabilities to be sold as part of this transaction are shown on the consolidated balance sheet as assets held for sale and liabilities held for sale, respectively, as of September 30, 2025. Upon classification as held for sale, depreciation and amortization of the assets ceased. Since the sale of these operations does not represent a strategic shift that has or will have a material effect on our operations or financial results, the planned divestiture is not considered to be a discontinued operation. The Rockies operations are currently reported within the Midstream segment.
The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, and is expected to result in an estimated gain in excess of $150 million upon closing.
The following table presents the carrying value of assets and liabilities as presented within assets and liabilities held for sale on our consolidated balance sheets as of September 30, 2025:
| (In millions) | September 30, 2025 | |||||||
| Assets | ||||||||
| Receivables, less allowance for expected credit loss | $ | 28 | ||||||
| Inventories | 25 | |||||||
| Equity method investments | 123 | |||||||
| Property, plant and equipment, net of accumulated depreciation of $340 | 788 | |||||||
| Intangibles, net of accumulated amortization of $178 | 68 | |||||||
| Right of use assets, net | 2 | |||||||
| Total assets classified as held for sale | $ | 1,034 | ||||||
| Liabilities | ||||||||
| Accounts payable | $ | 27 | ||||||
| Accrued taxes | 3 | |||||||
| Operating lease liabilities | 1 | |||||||
| Other current liabilities | 16 | |||||||
| Long-term operating lease liabilities | 1 | |||||||
| Deferred credits and other liabilities | 182 | |||||||
| Total liabilities classified as held for sale | $ | 230 |
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 an 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 in 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 14 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 $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 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 assets acquired and liabilities assumed. 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.
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.
5**.** 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 22 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) | September 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | 1,765 | $ | 1,519 | |||||||
| Receivables, less allowance for expected credit loss | 741 | 731 | |||||||||
| Inventories | 175 | 180 | |||||||||
| Other current assets | 38 | 29 | |||||||||
| Assets held for sale | 1,034 | — | |||||||||
| Equity method investments | 4,792 | 4,531 | |||||||||
| Property, plant and equipment, net | 21,348 | 19,154 | |||||||||
| Goodwill | 8,732 | 7,645 | |||||||||
| Intangibles, net | 1,443 | 518 | |||||||||
| Right of use assets, net | 276 | 273 | |||||||||
| Other noncurrent assets | 1,060 | 995 | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | 859 | $ | 719 | |||||||
| Accrued taxes | 112 | 82 | |||||||||
| Debt due within one year | 1,501 | 1,693 | |||||||||
| Operating lease liabilities | 49 | 45 | |||||||||
| Other current liabilities | 426 | 370 | |||||||||
| Liabilities held for sale | 230 | — | |||||||||
| Long-term debt | 24,145 | 19,255 | |||||||||
| Deferred income taxes | 20 | 18 | |||||||||
| Long-term operating lease liabilities | 220 | 217 | |||||||||
| Deferred credits and other liabilities | 479 | 445 |
6**.** Related Party Transactions
Transactions with related parties were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Sales to related parties | $ | 390 | $ | 213 | $ | 1,036 | $ | 711 | |||||||||||||||
| Purchases from related parties | 751 | 624 | 2,163 | 1,778 |
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 4.
7**.** 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 grants 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Allocation of earnings | |||||||||||||||||||||||
| Net income attributable to MPC | $ | 1,370 | $ | 622 | $ | 2,512 | $ | 3,074 | |||||||||||||||
| Income allocated to participating securities | (2) | — | (3) | (2) | |||||||||||||||||||
| Income available to common stockholders - basic | $ | 1,368 | $ | 622 | $ | 2,509 | $ | 3,072 | |||||||||||||||
| Weighted average common shares outstanding | 303 | 331 | 307 | 347 | |||||||||||||||||||
| Basic earnings per share | $ | 4.51 | $ | 1.88 | $ | 8.16 | $ | 8.85 | |||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Allocation of earnings | |||||||||||||||||||||||
| Net income attributable to MPC | $ | 1,370 | $ | 622 | $ | 2,512 | $ | 3,074 | |||||||||||||||
| Income allocated to participating securities | (2) | — | (3) | (2) | |||||||||||||||||||
| Income available to common stockholders - diluted | $ | 1,368 | $ | 622 | $ | 2,509 | $ | 3,072 | |||||||||||||||
| Weighted average common shares outstanding | 303 | 331 | 307 | 347 | |||||||||||||||||||
| Effect of dilutive securities | 1 | 1 | 1 | 1 | |||||||||||||||||||
| Weighted average common shares, including dilutive effect | 304 | 332 | 308 | 348 | |||||||||||||||||||
| Diluted earnings per share | $ | 4.51 | $ | 1.87 | $ | 8.15 | $ | 8.83 |
Potential common shares that were anti-dilutive and, therefore, omitted from the diluted share calculation, were immaterial for all periods.
8. Equity
On November 5, 2024, MPC announced that our board of directors approved a $5.0 billion share repurchase authorization in addition to the $5.0 billion share repurchase authorization announced on April 30, 2024. As of September 30, 2025, $5.38 billion remained available for repurchase under the share repurchase authorizations. These share repurchase authorizations have no expiration date.
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.
Total share repurchases were as follows for the respective periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Number of shares repurchased | 3 | 16 | 15 | 44 | |||||||||||||||||||
| Cash paid for shares repurchased(a) | $ | 650 | $ | 2,701 | $ | 2,399 | $ | 7,815 | |||||||||||||||
| Average cost per share(b) | $ | 174.32 | $ | 170.99 | $ | 153.83 | $ | 175.20 |
(a) The nine months ended September 30, 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.
9**.** 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 fuel 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, 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 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Segment adjusted EBITDA for reportable segments | |||||||||||||||||||||||
| Refining & Marketing | $ | 1,762 | $ | 1,136 | $ | 4,141 | $ | 5,144 | |||||||||||||||
| Midstream | 1,709 | 1,628 | 5,070 | 4,837 | |||||||||||||||||||
| Renewable Diesel | (56) | (61) | (117) | (178) | |||||||||||||||||||
| Total reportable segments | $ | 3,415 | $ | 2,703 | $ | 9,094 | $ | 9,803 | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes | |||||||||||||||||||||||
| Total reportable segments | $ | 3,415 | $ | 2,703 | $ | 9,094 | $ | 9,803 | |||||||||||||||
| Corporate | (209) | (196) | (627) | (600) | |||||||||||||||||||
| Refining & Renewable Diesel planned turnaround costs | (401) | (290) | (1,141) | (1,121) | |||||||||||||||||||
| Renewable Diesel JV planned turnaround costs(a) | (3) | — | (13) | — | |||||||||||||||||||
| Gain on sale of assets(b) | 738 | — | 738 | 151 | |||||||||||||||||||
| SRE | 57 | — | 57 | — | |||||||||||||||||||
| Transaction-related costs(c) | (21) | — | (21) | — | |||||||||||||||||||
| Depreciation and amortization | (841) | (846) | (2,423) | (2,511) | |||||||||||||||||||
| Renewable Diesel JV depreciation and amortization(a) | (22) | (22) | (67) | (67) | |||||||||||||||||||
| Net interest and other financial costs | (310) | (221) | (933) | (594) | |||||||||||||||||||
| Income before income taxes | $ | 2,403 | $ | 1,128 | $ | 4,664 | $ | 5,061 |
(a) Represents MPC’s pro-rata share of expenses from joint ventures included in the Renewable Diesel segment.
(b) The three and nine months ended September 30, 2025 includes gains from the BANGL Acquisition and the sale of MPC’s interest in TAMH. The nine months ended September 30, 2024 includes the gain from the Whistler Joint Venture Transaction (as defined in Note 4). See Note 4 for additional information.
(c) Transaction-related costs include costs associated with significant transactions discussed in Note 4.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Sales and other operating revenues | |||||||||||||||||||||||
| Refining & Marketing | |||||||||||||||||||||||
| Revenues from external customers(a) | $ | 32,647 | $ | 33,298 | $ | 93,932 | $ | 100,435 | |||||||||||||||
| Intersegment revenues | 7 | 43 | 53 | 128 | |||||||||||||||||||
| Refining & Marketing segment revenues | 32,654 | 33,341 | 93,985 | 100,563 | |||||||||||||||||||
| Midstream | |||||||||||||||||||||||
| Revenues from external customers(a) | 1,449 | 1,332 | 4,230 | 3,813 | |||||||||||||||||||
| Intersegment revenues | 1,481 | 1,468 | 4,421 | 4,319 | |||||||||||||||||||
| Midstream segment revenues | 2,930 | 2,800 | 8,651 | 8,132 | |||||||||||||||||||
| Renewable Diesel | |||||||||||||||||||||||
| Revenues from external customers(a) | 713 | 477 | 1,963 | 1,479 | |||||||||||||||||||
| Intersegment revenues | 3 | 4 | 12 | 18 | |||||||||||||||||||
| Renewable Diesel segment revenues | 716 | 481 | 1,975 | 1,497 | |||||||||||||||||||
| Total segment revenues | 36,300 | 36,622 | 104,611 | 110,192 | |||||||||||||||||||
| Less: intersegment revenues | 1,491 | 1,515 | 4,486 | 4,465 | |||||||||||||||||||
| Consolidated sales and other operating revenues(a) | $ | 34,809 | $ | 35,107 | $ | 100,125 | $ | 105,727 |
(a) Includes sales to related parties. See Note 6 for additional information. See Note 17 for the disaggregation of our revenue from external customers by segment and product line.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Income from equity method investments | |||||||||||||||||||||||
| Refining & Marketing | $ | 3 | $ | 29 | $ | 11 | $ | 46 | |||||||||||||||
| Midstream | 213 | 176 | 613 | 560 | |||||||||||||||||||
| Renewable Diesel | 22 | 14 | 56 | 39 | |||||||||||||||||||
| Total segment income from equity method investments | 238 | 219 | 680 | 645 | |||||||||||||||||||
| Corporate(a) | 738 | — | 738 | 151 | |||||||||||||||||||
| Consolidated income from equity method investments | $ | 976 | $ | 219 | $ | 1,418 | $ | 796 |
(a) The three and nine months ended September 30, 2025 includes gains from the BANGL Acquisition and the sale of MPC’s interest in TAMH. The nine months ended September 30, 2024 represents the gain from the Whistler Joint Venture Transaction. See Note 4 for additional information.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Segment expenses | |||||||||||||||||||||||
| Refining & Marketing | |||||||||||||||||||||||
| Cost of purchases | $ | 27,353 | $ | 28,883 | $ | 79,569 | $ | 85,722 | |||||||||||||||
| Refining operating costs | 1,546 | 1,435 | 4,504 | 4,263 | |||||||||||||||||||
| Distribution costs | 1,574 | 1,475 | 4,589 | 4,384 | |||||||||||||||||||
| Other segment items(a) | 422 | 441 | 1,193 | 1,096 | |||||||||||||||||||
| Refining & Marketing segment expenses | $ | 30,895 | $ | 32,234 | $ | 89,855 | $ | 95,465 | |||||||||||||||
| Midstream | |||||||||||||||||||||||
| Other segment items(b) | 1,434 | 1,348 | 4,194 | 3,855 | |||||||||||||||||||
| Midstream segment expenses | $ | 1,434 | $ | 1,348 | $ | 4,194 | $ | 3,855 | |||||||||||||||
| Renewable Diesel | |||||||||||||||||||||||
| Operating costs | 67 | 75 | 203 | 201 | |||||||||||||||||||
| Distribution costs | 22 | 16 | 69 | 67 | |||||||||||||||||||
| Other segment items(c) | 705 | 465 | 1,876 | 1,446 | |||||||||||||||||||
| Renewable Diesel segment expenses | $ | 794 | $ | 556 | $ | 2,148 | $ | 1,714 |
(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 the Midstream segment, the CODM is only provided consolidated Midstream expense information.
(c) Other segment items for the Renewable Diesel segment include purchased product costs.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Refining & Marketing | $ | 426 | $ | 448 | $ | 1,237 | $ | 1,345 | |||||||||||||||
| Midstream | 369 | 353 | 1,069 | 1,041 | |||||||||||||||||||
| Renewable Diesel(a) | 17 | 17 | 53 | 50 | |||||||||||||||||||
| Total segment depreciation and amortization | 812 | 818 | 2,359 | 2,436 | |||||||||||||||||||
| Corporate | 29 | 28 | 64 | 75 | |||||||||||||||||||
| Consolidated depreciation and amortization | $ | 841 | $ | 846 | $ | 2,423 | $ | 2,511 |
(a) Excludes our pro-rata share of Renewable Diesel JV depreciation and amortization of $22 million, $22 million, $67 million and $67 million in the three months ended September 30, 2025 and 2024 and nine months ended September 30, 2025 and 2024, respectively, which was adjusted for purposes of arriving at Renewable Diesel segment adjusted EBITDA.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| Refining & Marketing | $ | 423 | $ | 369 | $ | 1,132 | $ | 961 | |||||||||||||||
| Midstream | 919 | 557 | 1,996 | 1,125 | |||||||||||||||||||
| Renewable Diesel | 16 | 3 | 18 | 6 | |||||||||||||||||||
| Total segment capital expenditures and investments | 1,358 | 929 | 3,146 | 2,092 | |||||||||||||||||||
| Less investments in equity method investees | 333 | 271 | 821 | 450 | |||||||||||||||||||
| Plus: | |||||||||||||||||||||||
| Corporate | 6 | 7 | 21 | 25 | |||||||||||||||||||
| Capitalized interest | 26 | 14 | 64 | 38 | |||||||||||||||||||
| Consolidated capital expenditures(a) | $ | 1,057 | $ | 679 | $ | 2,410 | $ | 1,705 |
(a)Includes changes in capital expenditure accruals. See Note 18 for a reconciliation of total capital expenditures to additions to property, plant and equipment for the nine months ended September 30, 2025 and 2024 as reported in the consolidated statements of cash flows.
10**.** Net Interest and Other Financial Costs
Net interest and other financial costs were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest income | $ | (41) | $ | (102) | $ | (118) | $ | (308) | |||||||||||||||
| Interest expense | 368 | 352 | 1,079 | 1,034 | |||||||||||||||||||
| Interest capitalized | (27) | (15) | (67) | (40) | |||||||||||||||||||
| Pension and other postretirement non-service costs(a) | 6 | (8) | 17 | (30) | |||||||||||||||||||
| Investments - net premium (discount) amortization | — | (20) | — | (90) | |||||||||||||||||||
| Other financial costs | 4 | 14 | 22 | 28 | |||||||||||||||||||
| Net interest and other financial costs | $ | 310 | $ | 221 | $ | 933 | $ | 594 |
(a)See Note 21.
11. Income Taxes
We recorded a combined federal, state and foreign income tax provision of $460 million and $765 million for the three and nine months ended September 30, 2025, respectively, which was 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.
We recorded a combined federal, state and foreign income tax provision of $113 million and $779 million for the three and nine months ended September 30, 2024, respectively, which was 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.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act contains a multitude of provisions with various effective dates, with certain provisions effective in 2025. The provisions that are currently expected to affect us include the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, tax relief measures including 100 percent bonus depreciation for property acquired and placed in service on or after January 19, 2025, and modifications to the international tax framework. The Act’s impact is not material to our consolidated financial statements.
12. Inventories
| (Millions of dollars) | September 30, 2025 | December 31, 2024 | |||||||||
| Crude oil and other feedstocks | $ | 3,049 | $ | 3,185 | |||||||
| Refined products | 5,435 | 5,137 | |||||||||
| Materials and supplies | 1,345 | 1,246 | |||||||||
| Total | $ | 9,829 | $ | 9,568 |
Inventories are carried at the lower of cost or market value. Costs of crude oil and other feedstocks and refined products are aggregated on a consolidated basis for purposes of assessing whether the LIFO cost basis of these inventories may have to be written down to market values.
13**.** Property, Plant and Equipment (PP&E)
| September 30, 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 | $ | 33,973 | $ | 20,129 | $ | 13,844 | $ | 32,965 | $ | 19,015 | $ | 13,950 | ||||||||||||||||||||||||||
| Midstream | 33,399 | 11,381 | 22,018 | 30,697 | 10,798 | 19,899 | ||||||||||||||||||||||||||||||||
| Renewable Diesel | 969 | 380 | 589 | 976 | 338 | 638 | ||||||||||||||||||||||||||||||||
| Corporate | 1,726 | 1,193 | 533 | 1,679 | 1,138 | 541 | ||||||||||||||||||||||||||||||||
| Total | $ | 70,067 | $ | 33,083 | $ | 36,984 | $ | 66,317 | $ | 31,289 | $ | 35,028 |
14**.** Fair Value Measurements
Fair Values—Recurring
The following tables present assets and liabilities accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 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.
| September 30, 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 | $ | 227 | $ | — | $ | — | $ | (205) | $ | 22 | $ | 42 | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | 217 | $ | — | $ | — | $ | (217) | $ | — | $ | — | |||||||||||||||||||||||
| Embedded derivatives in commodity contracts | — | — | 51 | — | 51 | — | |||||||||||||||||||||||||||||
| Contingent consideration, liability | — | — | 234 | — | 234 | — |
| 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 September 30, 2025, cash collateral of $12 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 the 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 September 30, 2025 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.66 to $1.30 per gallon with a weighted average of $0.79 per gallon and (2) a 100 percent probability of renewal 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Beginning balance | $ | 55 | $ | 69 | $ | 58 | $ | 61 | |||||||||||||||
| Contingent consideration(a) | 234 | — | 234 | — | |||||||||||||||||||
| Unrealized and realized (gain) loss included in net income(b) | (2) | 3 | 1 | 18 | |||||||||||||||||||
| Settlements of derivative instruments | (2) | (3) | (8) | (10) | |||||||||||||||||||
| Ending balance | $ | 285 | $ | 69 | $ | 285 | $ | 69 | |||||||||||||||
| The amount of total (gain) loss for the period included in earnings attributable to the change in unrealized (gain) loss relating to liabilities still held at the end of period(b): | $ | (2) | $ | 3 | $ | 1 | $ | 15 |
(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.
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 based on prices from recent trade activity 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 September 30, 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.
15**.** Derivatives
For further information regarding the fair value measurement of derivative instruments, including any effect of master netting agreements or collateral, see Note 14. We do not designate any of our commodity derivative instruments as hedges for accounting purposes.
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 and (7) the purchase of soybean oil.
The following table presents the fair value of derivative instruments as of September 30, 2025 and December 31, 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) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Balance Sheet Location | Asset | Liability | Asset | Liability | |||||||||||||||||||
| Commodity derivatives | |||||||||||||||||||||||
| Other current assets | $ | 227 | $ | 217 | $ | 139 | $ | 144 | |||||||||||||||
| Other current liabilities(a) | — | 8 | — | 10 | |||||||||||||||||||
| Deferred credits and other liabilities(a) | — | 43 | — | 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 September 30, 2025.
| Percentage of contracts that expire next quarter | Position | ||||||||||||||||
| (Units in thousands of barrels) | Long | Short | |||||||||||||||
| Exchange-traded(a) | |||||||||||||||||
| Crude oil | 86.4% | 55,815 | 55,891 | ||||||||||||||
| Refined products | 91.7% | 35,257 | 41,523 | ||||||||||||||
| Blending products | 79.2% | 9,697 | 12,003 | ||||||||||||||
| Soybean oil | 98.5% | 2,197 | 2,981 | ||||||||||||||
(a) Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 6,910 long and 6,976 short and Refined products - 2,283 long and 2,661 short. There are no spread contracts for Blending products or Soybean oil.
The following table summarizes the effect of all commodity derivative instruments in our consolidated statements of income:
| Gain (Loss) | |||||||||||||||||||||||
| (Millions of dollars) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| Income Statement Location | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Sales and other operating revenues | $ | — | $ | 4 | $ | — | $ | 2 | |||||||||||||||
| Cost of revenues | (6) | 38 | (42) | (82) | |||||||||||||||||||
| Other income | 2 | (1) | 5 | (2) | |||||||||||||||||||
| Total | $ | (4) | $ | 41 | $ | (37) | $ | (82) |
16**.** Debt
Our outstanding borrowings at September 30, 2025 and December 31, 2024 consisted of the following:
| (Millions of dollars) | September 30, 2025 | December 31, 2024 | |||||||||
| MPC: | |||||||||||
| Senior notes | $ | 6,449 | $ | 5,699 | |||||||
| MARAD debt | 161 | 174 | |||||||||
| Finance lease obligations | 665 | 718 | |||||||||
| Total | 7,275 | 6,591 | |||||||||
| MPLX: | |||||||||||
| Senior notes | 26,000 | 21,200 | |||||||||
| Finance lease obligations | 7 | 6 | |||||||||
| Total | 26,007 | 21,206 | |||||||||
| Total debt | 33,282 | 27,797 | |||||||||
| Unamortized debt issuance costs | (210) | (142) | |||||||||
| Unamortized discount, net of unamortized premium | (228) | (174) | |||||||||
| Amounts due within one year | (1,612) | (3,049) | |||||||||
| Total long-term debt due after one year | $ | 31,232 | $ | 24,432 |
MPC Senior Notes
On February 10, 2025, MPC issued $2.0 billion in 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 Notes Offering replaced the $750 million aggregate principal amount of 3.625 percent senior notes that matured in September 2024, and the net proceeds were used to repay the $1.250 billion aggregate principal amount of 4.700 percent senior notes at maturity on May 1, 2025.
MPLX Senior Notes
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 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 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. MPLX intends to use the remainder of the net proceeds from the August 2025 MPLX Senior Notes Offering for general partnership purposes, which may include incremental capital expenditures associated with Northwind Midstream in-process expansion projects and working capital requirements.
Capacity under our Credit Facilities as of September 30, 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.
17**.** Revenue
The following table presents our revenues from external customers disaggregated by segment and product line:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Refining & Marketing | |||||||||||||||||||||||
| Refined products | $ | 30,525 | $ | 30,987 | $ | 87,897 | $ | 93,329 | |||||||||||||||
| Crude oil | 1,586 | 1,826 | 4,570 | 5,713 | |||||||||||||||||||
| Services and other | 536 | 485 | 1,465 | 1,393 | |||||||||||||||||||
| Total revenues from external customers | 32,647 | 33,298 | 93,932 | 100,435 | |||||||||||||||||||
| Midstream | |||||||||||||||||||||||
| Refined products | 527 | 431 | 1,529 | 1,197 | |||||||||||||||||||
| Services and other | 922 | 901 | 2,701 | 2,616 | |||||||||||||||||||
| Total revenues from external customers | 1,449 | 1,332 | 4,230 | 3,813 | |||||||||||||||||||
| Renewable Diesel | |||||||||||||||||||||||
| Refined products | 709 | 475 | 1,953 | 1,474 | |||||||||||||||||||
| Services and other | 4 | 2 | 10 | 5 | |||||||||||||||||||
| Total revenues from external customers | 713 | 477 | 1,963 | 1,479 | |||||||||||||||||||
| Sales and other operating revenues | $ | 34,809 | $ | 35,107 | $ | 100,125 | $ | 105,727 |
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 September 30, 2025, we do not have future performance obligations that are material to future periods.
Receivables
On the accompanying consolidated balance sheets, receivables, less allowance for expected credit loss primarily consists of customer receivables. Significant, non-customer balances included in our receivables at September 30, 2025 include matching buy/sell receivables of $3.91 billion.
18**.** Supplemental Cash Flow Information
| Nine Months Ended September 30, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities included: | |||||||||||
| Interest paid (net of amounts capitalized) | $ | 970 | $ | 959 | |||||||
| Net income taxes paid to (received from) taxing authorities(a) | 130 | 613 | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Contribution of assets(b) | 115 | — | |||||||||
| Book value of equity method investment(c) | 282 | — | |||||||||
| Contingent consideration(d) | 234 | — | |||||||||
(a) Includes $111 million and $439 million in the nine months ended September 30, 2025 and September 30, 2024, respectively, paid to third parties for transferable tax credits.
(b) Represents the book value of assets contributed by MPLX to a joint venture.
(c) Represents the book value of MPLX’s equity method investment in BANGL, prior to MPLX buying out the remaining interest in this entity as part of the BANGL Acquisition. See Note 4 - BANGL, LLC Acquisitions.
(d) See Note 4 - 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:
| Nine Months Ended September 30, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Additions to property, plant and equipment per the consolidated statements of cash flows | $ | 2,305 | $ | 1,723 | |||||||
| Increase (decrease) in capital accruals | 105 | (18) | |||||||||
| Total capital expenditures | $ | 2,410 | $ | 1,705 |
19. Other Current Liabilities
The following summarizes the components of other current liabilities:
| (Millions of dollars) | September 30, 2025 | December 31, 2024 | |||||||||
| Environmental credits liability | $ | 768 | $ | 422 | |||||||
| Accrued interest payable | 329 | 314 | |||||||||
| Other current liabilities | 513 | 419 | |||||||||
| Total other current liabilities | $ | 1,610 | $ | 1,155 |
20**.** 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, 2023 | $ | (261) | $ | 129 | $ | 1 | $ | (131) | |||||||||||||||
| Other comprehensive income (loss) before reclassifications, net of tax of $1 | 2 | (1) | (1) | — | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Amortization of prior service credit(a) | (25) | (16) | — | (41) | |||||||||||||||||||
| Amortization of actuarial loss(a) | 5 | — | — | 5 | |||||||||||||||||||
| Tax effect | 5 | 4 | — | 9 | |||||||||||||||||||
| Other comprehensive loss | (13) | (13) | (1) | (27) | |||||||||||||||||||
| Balance as of September 30, 2024 | $ | (274) | $ | 116 | $ | — | $ | (158) |
| (Millions of dollars) | Pension Benefits | Other Benefits | Other | Total | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | (235) | $ | 122 | $ | (1) | $ | (114) | |||||||||||||||
| Other comprehensive income before reclassifications, net of tax of $4 | 9 | 2 | — | 11 | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss: | |||||||||||||||||||||||
| Amortization of prior service credit(a) | (6) | (16) | — | (22) | |||||||||||||||||||
| Amortization of actuarial loss(a) | 12 | — | — | 12 | |||||||||||||||||||
| Settlement loss(a) | 1 | — | — | 1 | |||||||||||||||||||
| Other | — | — | 1 | 1 | |||||||||||||||||||
| Tax effect | (2) | 4 | — | 2 | |||||||||||||||||||
| Other comprehensive income (loss) | 14 | (10) | 1 | 5 | |||||||||||||||||||
| Balance as of September 30, 2025 | $ | (221) | $ | 112 | $ | — | $ | (109) |
(a)These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 21.
21**.** Pension and Other Postretirement Benefits
The following summarizes the components of net periodic benefit costs:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Pension Benefits | |||||||||||||||||||||||
| Service cost | $ | 56 | $ | 63 | $ | 168 | $ | 170 | |||||||||||||||
| Interest cost | 36 | 31 | 108 | 92 | |||||||||||||||||||
| Expected return on plan assets | (36) | (36) | (108) | (110) | |||||||||||||||||||
| Amortization of prior service credit | (2) | (9) | (6) | (25) | |||||||||||||||||||
| Amortization of actuarial loss | 4 | 3 | 12 | 5 | |||||||||||||||||||
| Settlement loss | — | — | 1 | — | |||||||||||||||||||
| Net periodic pension benefit cost | $ | 58 | $ | 52 | $ | 175 | $ | 132 | |||||||||||||||
| Other Benefits | |||||||||||||||||||||||
| Service cost | $ | 5 | $ | 5 | $ | 15 | $ | 15 | |||||||||||||||
| Interest cost | 9 | 8 | 26 | 24 | |||||||||||||||||||
| Amortization of prior service credit | (5) | (5) | (16) | (16) | |||||||||||||||||||
| Net periodic other benefit cost | $ | 9 | $ | 8 | $ | 25 | $ | 23 |
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.
During the nine months ended September 30, 2025, we made contributions of $191 million to our funded pension plans. Benefit payments related to unfunded pension and other postretirement benefit plans were $7 million and $39 million, respectively, during the nine months ended September 30, 2025.
22**.** 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 September 30, 2025 and December 31, 2024, accrued liabilities for remediation totaled $339 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 $3 million and $6 million at September 30, 2025 and December 31, 2024, respectively.
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, Hawaii and Oregon. Similar lawsuits may be filed in other jurisdictions. At this early stage, 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.
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.
Other Legal Proceedings
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 that crosses the Fort Berthold Reservation in North Dakota. 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, in December 2020, 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 direct 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. On February 8, 2022, the U.S. Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. On November 8, 2023, the District Court of North Dakota granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims. 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. THPP continues not to operate that portion of the pipeline that crosses the property at issue.
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 $212 million as of September 30, 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 a draft EIS in September 2023 detailing various options for the easement going forward, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes. The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies. The pipeline remains operational while the Army Corps finalizes its decision which will follow the issuance of the final EIS. According to public statements from Army Corps officials, the EIS is expected to be issued in 2025.
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 to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations. The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system. 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 September 30, 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 $185 million as of September 30, 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.
Contractual Commitments and Contingencies
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.
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