Item 1. Financial Statements

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Item 1. Financial Statements

Marathon Petroleum Corporation

Consolidated Statements of Income (Unaudited)


	Three Months Ended March 31,
(In millions, except per share data)	2026		2025
Revenues and other income:
Sales and other operating revenues	$	34,200	$	31,517
Income from equity method investments	176		230

Other income	192		103
Total revenues and other income	34,568		31,850

Costs and expenses:
Cost of revenues (excludes items below)	31,261		29,360
Depreciation and amortization	809		793
Selling, general and administrative expenses	867		783
Other taxes	227		227
Total costs and expenses	33,164		31,163

Income from operations	1,404		687
Net interest and other financial costs	370		304
Income before income taxes	1,034		383
Provision for income taxes	183		37
Net income	851		346
Less net income attributable to:
Noncontrolling interests	340		420
Net income (loss) attributable to MPC	$	511	$	(74)

Per share data (See Note 7)
Basic:
Net income (loss) attributable to MPC per share	$	1.73	$	(0.24)
Weighted average shares outstanding	295		313

Diluted:
Net income (loss) attributable to MPC per share	$	1.73	$	(0.24)
Weighted average shares outstanding	295		313

The accompanying notes are an integral part of these consolidated financial statements.

Marathon Petroleum Corporation

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Net income	$	851	$	346
Defined benefit plans:
Actuarial changes, net of tax of $1 and $3, respectively	3		11
Prior service, net of tax of $(2) and $(2), respectively	(6)		(6)
Other, net of tax of $— and $—, respectively	—		—
Other comprehensive income (loss)	(3)		5
Comprehensive income	848		351
Less comprehensive income attributable to:
Noncontrolling interests	340		420
Comprehensive income (loss) attributable to MPC	$	508	$	(69)

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)	March 31, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	2,151	$	3,672
Receivables, less allowance for expected credit loss of $16 and $20, respectively	14,629		10,317
Inventories	10,764		10,129
Other current assets	1,154		662

Total current assets	28,698		24,780
Equity method investments	6,999		6,795
Property, plant and equipment, net	37,597		37,397
Goodwill	9,335		9,354
Intangibles, net	2,658		2,714
Right of use assets, net	1,507		1,493
Other noncurrent assets	1,393		1,422
Total assets	$	88,187	$	83,955

Liabilities
Accounts payable	$	17,617	$	12,974
Payroll and benefits payable	1,208		1,107
Accrued taxes	1,632		1,484
Debt due within one year	2,119		2,371
Operating lease liabilities	501		489
Other current liabilities	1,334		1,253

Total current liabilities	24,411		19,678
Long-term debt	30,706		30,505
Deferred income taxes	5,995		5,984
Defined benefit postretirement plan obligations	1,231		1,173
Long-term operating lease liabilities	1,000		993
Deferred credits and other liabilities	1,417		1,536
Total liabilities	64,760		59,869

Commitments and contingencies (see Note 22)

Equity
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)	—		—
Common stock:
Issued – 995 million and 994 million shares (par value $0.01 per share, 2 billion shares authorized)	10		10
Held in treasury, at cost – 702 million and 699 million shares	(56,783)		(56,027)
Additional paid-in capital	33,668		33,685
Retained earnings	39,966		39,751
Accumulated other comprehensive loss	(108)		(105)
Total MPC stockholders’ equity	16,753		17,314
Noncontrolling interests	6,674		6,772
Total equity	23,427		24,086
Total liabilities and equity	$	88,187	$	83,955

The accompanying notes are an integral part of these consolidated financial statements.

Marathon Petroleum Corporation

Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Operating activities:
Net income	$	851	$	346
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Amortization of deferred financing costs and debt discount	10		12
Depreciation and amortization	809		793
Pension and other postretirement benefits, net	55		15
Deferred income taxes	19		(28)

Income from equity method investments	(176)		(230)
Distributions from equity method investments	273		227
Changes in the fair value of derivative instruments	(318)		(16)
Changes in:
Current receivables	(4,302)		(928)
Inventories	(635)		(920)
Current liabilities and other current assets	4,677		788
Right of use assets and operating lease liabilities, net	5		2
All other, net	(147)		(125)
Net cash provided by (used in) operating activities	1,121		(64)

Investing activities:
Additions to property, plant and equipment	(913)		(663)
Acquisitions, net of cash acquired	14		(237)
Disposal of assets	5		1
Investments – acquisitions and contributions	(302)		(132)
Investments – redemptions, repayments, return of capital and sales proceeds	—		21
All other, net	149		87
Net cash used in investing activities	(1,047)		(923)

Financing activities:
Commercial paper – issued	3,864		—
Commercial paper – repayments	(3,864)		—
Long-term debt – borrowings	1,489		4,372
Long-term debt – repayments	(1,538)		(930)
Debt issuance costs	(15)		(36)
Issuance of common stock	1		23
Common stock repurchased	(750)		(1,057)
Dividends paid	(295)		(285)
Distributions to noncontrolling interests	(407)		(370)
Repurchases of noncontrolling interests	(50)		(100)
All other, net	(31)		(28)
Net cash provided by (used in) financing activities	(1,596)		1,589

Net change in cash, cash equivalents and restricted cash	(1,522)		602
Cash, cash equivalents and restricted cash at beginning of period(a)	3,673		3,211
Cash, cash equivalents and restricted cash at end of period(a)	$	2,151	$	3,813

(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, 2025	994	$	10	(699)	$	(56,027)	$	33,685	$	39,751	$	(105)	$	6,772	$	24,086	$	—
Net income	—	—		—	—		—		511		—		340		851		—
Dividends declared on common stock ($1.00 per share)	—	—		—	—		—		(295)		—		—		(295)		—
Distributions to noncontrolling interests	—	—		—	—		—		—		—		(407)		(407)		—
Other comprehensive loss	—	—		—	—		—		—		(3)		—		(3)		—
Shares repurchased	—	—		(3)	(756)		—		—		—		—		(756)		—
Share-based compensation	1	—		—	—		(3)		(1)		—		(3)		(7)		—
Equity transactions of MPLX	—	—		—	—		(14)		—		—		(28)		(42)		—

Balance as of March 31, 2026	995	$	10	(702)	$	(56,783)	$	33,668	$	39,966	$	(108)	$	6,674	$	23,427	$	—


	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	$	—

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 Note 3 for additional information on MPLX and Note 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, 2025. The results of operations for the three months ended March 31, 2026 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.

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.

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 March 31, 2026, 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 March 31,
(In millions, except per unit data)	2026		2025
Number of common units repurchased	1		2
Cash paid for common units repurchased	$	50	$	100
Average cost per unit	$	56.63	$	52.48

As of March 31, 2026, MPLX had approximately $1.07 billion remaining under its unit repurchase authorizations.

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 March 31,
(Millions of dollars)	2026		2025
Increase (decrease) due to change in ownership	$	(21)	$	39
Tax impact	7		(14)
Increase (decrease) in MPC's additional paid-in capital, net of tax	$	(14)	$	25

4. Acquisitions and Other Transactions

Northwind Midstream Acquisition

On August 29, 2025, MPLX completed the acquisition of 100 percent of the outstanding membership interests of Northwind Delaware Holdings LLC (“Northwind Midstream”) for $2.4 billion in cash (the “Northwind Midstream Acquisition”). Northwind Midstream provides sour gas gathering and treating services in Lea County, New Mexico, which enhances MPLX’s Permian natural gas and NGL value chain. The Northwind Midstream Acquisition was financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issuance in August 2025.

Northwind Midstream consists of over 200,000 dedicated acres, more than 200 miles of gathering pipelines, two in-service acid gas injection wells at 20 MMcf/d and a third permitted well that will bring its total capacity to 37 MMcf/d. At the time of acquisition, the system had 150 MMcf/d of sour gas treating capacity, with in-process expansion projects expected to increase capacity to over 400 MMcf/d by the second half of 2026. The system is partially supported by minimum volume commitments by regional producers.

The Northwind Midstream Acquisition was accounted for as a business combination requiring all Northwind Midstream assets and liabilities to be remeasured to fair value. The fair value of property, plant and equipment was based primarily on the cost approach. The fair value of the identifiable intangible assets was primarily based on the multi-period excess earnings method, which is an income approach. The intangible assets acquired are related to various commercial contracts with a weighted average amortization period of 15 years. The following table reflects our preliminary allocation of the $2.4 billion purchase price to the Northwind Midstream assets and liabilities, as well as measurement period adjustments since the acquisition date:


(In millions)	August 29, 2025		Adjustments		As adjusted
Assets acquired:
Cash and cash equivalents	$	17	$	—	$	17
Receivables	11		—		11
Other current assets	1		—		1
Property, plant and equipment	1,182		(15)		1,167
Intangibles	951		6		957
Other noncurrent assets	2		—		2
Total assets acquired	2,164		(9)		2,155
Liabilities assumed:
Accounts payable	105		9		114
Other current liabilities	1		—		1
Long-term operating lease liabilities	1		—		1
Total liabilities assumed	107		9		116
Total identifiable net assets	2,057		(18)		2,039
Goodwill	356		4		360
Fair value of net assets acquired	$	2,413	$	(14)	$	2,399

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, inclusive of measurement period adjustments through March 31, 2026, resulted in the recognition of $360 million in goodwill by our Midstream segment, all of which is deductible by MPLX for tax purposes. Goodwill represents the accelerated growth opportunities in the Permian using Northwind Midstream’s asset base, which is complementary and adjacent to MPLX’s existing Delaware basin natural gas system and offers optionality to direct volumes through our integrated system.

Pro forma financial information assuming the Northwind Midstream Acquisition had occurred as of the beginning of the calendar year prior to the year of the acquisition, as well as the revenues and earnings generated during the period since the acquisition date, were not material for disclosure purposes.

Divestiture of Rockies Operations

On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing operations (the “Rockies”) to a subsidiary of Harvest Midstream (“Harvest”) for $980 million in cash. The sale of these non-core gathering and processing assets did not represent a strategic shift that has or will have a material effect on our operations or financial results. Prior to the sale, the Rockies operations were included in our Midstream segment.

Sale of Interest in Ethanol Joint Venture

On July 31, 2025, MPC sold its 49.9 percent interest in The Andersons Marathon Holdings LLC (“TAMH”) to The Andersons Ethanol LLC, in exchange for cash proceeds of $427 million. MPC’s equity method investment in TAMH was previously reported in the Refining & Marketing segment. Upon closing, MPC derecognized the carrying value of the equity method investment of $173 million.

BANGL, LLC Acquisition

On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“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. 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 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 purchase price allocation resulted in the recognition of $731 million in goodwill by our Midstream segment, 55 percent of which is deductible by MPLX for tax purposes. Goodwill represents the advancement of MPLX’s wellhead-to-water strategy by securing full ownership of a strategically located NGL transport asset, which further integrates MPLX’s midstream infrastructure connecting the Permian and Gulf Coast regions.

Pro forma financial information assuming the BANGL Acquisition had occurred as of the beginning of the calendar year prior to the year of the acquisition, as well as the revenues and earnings generated during the period since the acquisition date, were not material for disclosure purposes.

Whiptail Midstream Acquisition

On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash. These San Juan basin assets consist primarily of crude and natural gas gathering systems in the Four Corners region. The acquisition was accounted for as a business combination, which requires all the identifiable assets acquired and liabilities assumed to be remeasured to fair value at the date of acquisition. The final valuation includes $170 million of property, plant and equipment, $41 million of intangibles and $24 million of net working capital. The results for the acquired business are reported within our Midstream segment.

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)	March 31, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	1,506	$	2,137
Receivables, less allowance for expected credit loss	782		746
Inventories	178		172
Other current assets	62		51

Equity method investments	4,981		4,798
Property, plant and equipment, net	21,992		21,698
Goodwill	8,736		8,755
Intangibles, net	1,359		1,397
Right of use assets, net	268		276
Other noncurrent assets	1,161		1,126
Liabilities
Accounts payable	$	1,076	$	865
Accrued taxes	73		93
Debt due within one year	1,251		1,502
Operating lease liabilities	53		53
Other current liabilities	370		403

Long-term debt	24,383		24,151
Deferred income taxes	25		25
Long-term operating lease liabilities	208		217
Deferred credits and other liabilities	455		474

6**.** Related Party Transactions

Transactions with related parties were as follows:


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Sales to related parties	$	238	$	320
Purchases from related parties(a)	471		705

(a) The 2025 period includes purchases of ethanol from TAMH, an equity affiliate, through July 2025. MPC sold its interest in TAMH on July 31, 2025. TAMH ceased to be a related party after the sale. See Note 4.

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.

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 March 31,
(In millions, except per share data)	2026		2025
Basic earnings per share:
Allocation of earnings
Net income (loss) attributable to MPC	$	511	$	(74)
Income allocated to participating securities	—		—
Income (loss) available to common stockholders - basic	$	511	$	(74)

Weighted average common shares outstanding	295		313
Basic earnings (loss) per share	$	1.73	$	(0.24)

Diluted earnings per share:
Allocation of earnings
Net income (loss) attributable to MPC	$	511	$	(74)
Income allocated to participating securities	—		—
Income (loss) available to common stockholders - diluted	$	511	$	(74)

Weighted average common shares outstanding	295		313
Effect of dilutive securities	—		—
Weighted average common shares, including dilutive effect	295		313
Diluted earnings (loss) per share	$	1.73	$	(0.24)

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. As of March 31, 2026, $3.63 billion remained available for repurchase under the share repurchase authorization. The share repurchase authorization has no expiration date.

Total share repurchases were as follows for the respective periods:


	Three Months Ended March 31,
(In millions, except per share data)	2026		2025
Number of shares repurchased	4		7
Cash paid for shares repurchased	$	750	$	1,057
Average cost per share(a)	$	213.45	$	147.87

(a) 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.

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.
Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, treats, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX.
Renewable Diesel – processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable products through our Midstream segment and third parties. We sell renewable diesel to wholesale marketing customers, to buyers on the spot market and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® brand.

Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Our CODM is our chief executive officer. The CODM uses adjusted EBITDA by segment results and considers forecast-to-actual variances on a periodic basis when making decisions about allocating capital and personnel as part of the annual business plan process and ongoing monitoring of performance. Amounts included in income before income taxes and excluded from adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) not tied to the operational performance of the segment. Assets by segment are not a measure used to assess the performance of the Company by the CODM and thus are not reported in our disclosures.


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Segment adjusted EBITDA for reportable segments
Refining & Marketing	$	1,377	$	489
Midstream	1,598		1,720
Renewable Diesel	38		(42)
Total reportable segments	$	3,013	$	2,167


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes
Total reportable segments	$	3,013	$	2,167
Corporate	(250)		(192)
Refining & Renewable Diesel planned turnaround costs	(531)		(465)
Renewable Diesel JV planned turnaround costs(a)	(29)		(8)





Depreciation and amortization	(809)		(793)
Renewable Diesel JV depreciation and amortization(a)	(22)		(22)
Clean fuel production tax credit(b)	32		—
Net interest and other financial costs	(370)		(304)
Income before income taxes	$	1,034	$	383

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

(b) Recognition of 2025 clean fuel production tax credits as a result of proposed regulatory guidance issued in February 2026, which clarified the qualification criteria for 45Z credits.


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Sales and other operating revenues
Refining & Marketing
Revenues from external customers(a)	$	32,326	$	29,457
Intersegment revenues	9		40
Refining & Marketing segment revenues	32,335		29,497

Midstream
Revenues from external customers(a)	1,302		1,441
Intersegment revenues	1,522		1,469
Midstream segment revenues	2,824		2,910

Renewable Diesel
Revenues from external customers(a)	572		619
Intersegment revenues	7		7
Renewable Diesel segment revenues	579		626

Total segment revenues	35,738		33,033

Less: intersegment revenues	1,538		1,516
Consolidated sales and other operating revenues(a)	$	34,200	$	31,517

(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 March 31,
(Millions of dollars)	2026		2025
Income from equity method investments
Refining & Marketing	$	(2)	$	5
Midstream	207		209
Renewable Diesel	(29)		16


Consolidated income from equity method investments	$	176	$	230


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Segment expenses
Refining & Marketing
Cost of purchases	$	27,435	$	25,658
Refining operating costs	1,599		1,472
Distribution costs	1,581		1,478
Other segment items(a)	341		405
Refining & Marketing segment expenses	$	30,956	$	29,013

Midstream
Other segment items(b)	1,433		1,399
Midstream segment expenses	$	1,433	$	1,399

Renewable Diesel
Operating costs	67		70
Distribution costs	28		22
Other segment items(c)	417		592
Renewable Diesel segment expenses	$	512	$	684

(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.


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Depreciation and amortization
Refining & Marketing	$	387	$	406
Midstream	382		351
Renewable Diesel(a)	16		18
Total segment depreciation and amortization	785		775
Corporate	24		18
Consolidated depreciation and amortization	$	809	$	793

Pro-rata share of Renewable Diesel JV depreciation and amortization	$	22	$	22

(a) Excludes our pro-rata share of Renewable Diesel JV depreciation and amortization, which was adjusted for purposes of arriving at Renewable Diesel segment adjusted EBITDA.


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Capital expenditures
Refining & Marketing	$	328	$	362
Midstream	892		386
Renewable Diesel(a)	—		1
Total segment capital expenditures and investments	1,220		749
Less investments in equity method investees(a)	240		132
Plus:
Corporate	2		9
Capitalized interest	30		18
Consolidated capital expenditures(b)	$	1,012	$	644

(a)Excludes $62 million of funding to the Martinez Renewables JV due to turnaround costs in the first quarter of 2026 expected to be recovered through subsequent distributions from the JV during 2026.

(b)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 three months ended March 31, 2026 and 2025 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 March 31,
(Millions of dollars)	2026		2025
Interest income	$	(33)	$	(46)
Interest expense	420		352
Interest capitalized	(34)		(18)
Pension and other postretirement non-service costs(a)	5		5


Other financial costs	12		11
Net interest and other financial costs	$	370	$	304

(a)See Note 21.

11. Income Taxes

We recorded a combined federal, state and foreign income tax provision of $183 million for the three months ended March 31, 2026, 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 $37 million for the three months ended March 31, 2025, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests and discrete state tax benefits.

12. Inventories


(Millions of dollars)	March 31, 2026		December 31, 2025
Crude oil and other feedstocks	$	3,360	$	3,272
Refined products	6,035		5,350
Materials and supplies	1,369		1,507
Total	$	10,764	$	10,129

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)


	March 31, 2026						December 31, 2025
(Millions of dollars)	Gross PP&E		Accumulated Depreciation		Net PP&E		Gross PP&E		Accumulated Depreciation		Net PP&E
Refining & Marketing	$	34,659	$	20,810	$	13,849	$	34,372	$	20,462	$	13,910
Midstream	34,669		12,015		22,654		34,057		11,690		22,367
Renewable Diesel	970		411		559		970		396		574
Corporate	1,615		1,080		535		1,610		1,064		546
Total	$	71,913	$	34,316	$	37,597	$	71,009	$	33,612	$	37,397

Depreciation expense was $732 million and $727 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

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 March 31, 2026 and December 31, 2025 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.


	March 31, 2026
	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	$	3,140	$	—	$	—	$	(3,127)	$	13	$	347
Liabilities:
Commodity contracts	$	3,638	$	—	$	7	$	(3,638)	$	7	$	—
Embedded derivatives in commodity contracts	—		—		54		—		54		—
Contingent consideration	—		—		239		—		239		—


	December 31, 2025
	Fair Value Hierarchy
(Millions of dollars)	Level 1		Level 2		Level 3		Netting and Collateral(a)		Net Carrying Value on Balance Sheet(b)		Collateral Pledged Not Offset
Assets:
Commodity contracts	$	243	$	—	$	—	$	(226)	$	17	$	10
Liabilities:
Commodity contracts	$	236	$	—	$	—	$	(236)	$	—	$	—
Embedded derivatives in commodity contracts	—		—		41		—		41		—
Contingent consideration	—		—		236		—		236		—

(a)Represents the impact of netting assets, liabilities and cash collateral when a legal right of offset exists. As of March 31, 2026, cash collateral of $511 million was netted with mark-to-market derivative liabilities. As of December 31, 2025, cash collateral of $10 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 March 31, 2026 used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.69 to $2.21 per gallon with a weighted average of $0.85 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 March 31,
(Millions of dollars)	2026		2025
Beginning balance	$	277	$	58

Unrealized and realized loss included in net income(a)	24		7
Settlements of derivative instruments	(1)		(3)
Ending balance	$	300	$	62

The amount of total loss for the period included in earnings attributable to the change in unrealized loss relating to liabilities still held at the end of period(a):	$	25	$	7

(a) The 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 average bid prices obtained from broker quotes and is categorized in level 3 of the fair value hierarchy. The carrying and fair values of our debt were approximately $32.4 billion and $30.8 billion at March 31, 2026, respectively, and approximately $32.4 billion and $31.1 billion at December 31, 2025, 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 domestic and 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 March 31, 2026 and December 31, 2025 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)	March 31, 2026				December 31, 2025
Balance Sheet Location	Asset		Liability		Asset		Liability
Commodity derivatives
Other current assets	$	3,112	$	3,582	$	243	$	236
Other non-current assets	28		56		—		—
Other current liabilities(a)	—		18		—		6
Deferred credits and other liabilities(a)	—		43		—		35

(a) Includes embedded derivatives.

The table below summarizes open commodity derivative contracts for crude oil, refined products, blending products and soybean oil as of March 31, 2026.


	Percentage of contracts that expire next quarter		Position
(Units in thousands of barrels)		Long		Short
Exchange-traded(a)
Crude oil	64.2%		104,640		114,888
Refined products	83.6%		97,684		110,823
Blending products	80.5%		11,368		10,123
Soybean oil	70.2%		1,806		2,858

(a) Included in exchange-traded are spread contracts in thousands of barrels: Crude oil - 3,755 long and 4,070 short, Refined products - 4,059 long and 3,706 short and Blending Products - 147 long and 67 short. There are no spread contracts for Soybean oil.

The following table summarizes the effect of all commodity derivative instruments in our consolidated statements of income:



(Millions of dollars)	Three Months Ended March 31,
Income Statement Location	2026		2025
Sales and other operating revenues
Realized loss	$	(13)	$	—
Unrealized loss	(49)		—
Sales and other operating revenues loss	(62)		—
Cost of revenues
Realized loss	(400)		(54)
Unrealized loss	(440)		(13)
Cost of revenues loss	(840)		(67)
Other income
Realized gain	23		3
Unrealized loss	(30)		(1)
Other income loss	(7)		2
Total derivative loss included in Net Income	$	(909)	$	(65)

In March and April 2026, the U.S. Department of Energy accepted MPC’s bids to exchange crude oil barrels with the Strategic Petroleum Reserve (“SPR”). Under the arrangements, the SPR agreed to deliver 9.7 million barrels to MPC in the second quarter of 2026, with an estimated return of approximately 11.8 million barrels beginning in 2028. The arrangements will be accounted for as derivatives, indexed to forward crude pricing. Changes in the fair value of the derivatives will be recognized in earnings within Cost of revenues in the Consolidated Statements of Income.

16**.** Debt

Our outstanding borrowings at March 31, 2026 and December 31, 2025 consisted of the following:


(Millions of dollars)	March 31, 2026		December 31, 2025
MPC:


Senior notes	$	6,449	$	6,449
MARAD debt	154		161
Finance lease obligations	663		689
Total	7,266		7,299

MPLX:

Senior notes	26,000		26,000
Finance lease obligations	6		6
Total	26,006		26,006

Total debt	33,272		33,305
Unamortized debt issuance costs	(214)		(204)
Unamortized discount, net of unamortized premium	(233)		(225)
Amounts due within one year	(2,119)		(2,371)
Total long-term debt due after one year	$	30,706	$	30,505

MPLX Senior Notes

On February 12, 2026, MPLX issued $1.0 billion aggregate principal amount of 5.300 percent senior notes due 2036 (the “2036 Senior Notes”) and $500 million aggregate principal amount of 6.100 percent senior notes due 2056 (the “2056 Senior Notes”) in an underwritten public offering. The 2036 Senior Notes were offered at a price to the public of 99.678 percent of par, with interest payable semi-annually in arrears, commencing on October 1, 2026. The 2056 Senior Notes were offered at a price to the public of 98.453 percent of par, with interest payable semi-annually in arrears, commencing on October 1, 2026.

In March 2026, MPLX repaid all of MPLX’s outstanding $1.5 billion aggregate principal amount of 1.750 percent senior notes due March 2026 at maturity.

Capacity under our Credit Facilities as of March 31, 2026


(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. As of March 31, 2026, letters of credit in the total amount of $726 million were issued and outstanding under the facility to secure contracts awarded by the U.S. Department of Energy to purchase crude oil from the SPR.

On April 7, 2026, MPC and MPLX each entered into new revolving credit facilities to replace their respective previously existing credit facilities, which were scheduled to expire July 2027. The new facilities mature in April 2031. MPLX’s total capacity under the revolving credit facility increased from $2.0 billion to $2.5 billion, and includes sub-facilities for swing-line loans of up to $150 million and letters of credit of up to $150 million. MPC’s total capacity remains at $5.0 billion and includes sub-facilities for swing-line loans of up to $300 million and letters of credit of up to $2.0 billion.

On April 30, 2026, MPC entered into an amended and restated trade receivables facility providing for committed borrowing and letter of credit issuance capacity of $100 million and uncommitted borrowing and letter of credit issuance capacity of up to $1.9 billion. In addition, the term of the facility was extended to April 30, 2029.

17**.** Revenue

The following table presents our revenues from external customers disaggregated by segment and product line:


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Refining & Marketing
Refined products	$	30,220	$	27,427
Crude oil	1,650		1,565
Services and other	456		465
Total revenues from external customers	32,326		29,457
Midstream
Refined products	485		530
Services and other	817		911
Total revenues from external customers	1,302		1,441
Renewable Diesel
Refined products	567		615
Services and other	5		4
Total revenues from external customers	572		619



Sales and other operating revenues	$	34,200	$	31,517

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 March 31, 2026, we do not have future performance obligations that are material to future periods.

Contract Balances

Our receivables primarily consist of customer receivables. Significant, non-customer balances included in our receivables at March 31, 2026 and December 31, 2025 include matching buy/sell receivables of $6.0 billion and $4.1 billion, respectively.

Our contract liabilities primarily represent advances from our customers prior to product or service delivery. At March 31, 2026 and December 31, 2025, contract liabilities were $182 million and $215 million, respectively. Contract liabilities are included in other current liabilities and deferred credits and other liabilities on our consolidated balance sheets. We classify contract liabilities as current or long-term based on the timing of when we expect to recognize revenue.

18**.** Supplemental Cash Flow Information


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Net cash provided by operating activities included:
Interest paid (net of amounts capitalized)	$	505	$	344
Net income taxes paid to taxing authorities(a)	12		85
Non-cash investing and financing activities:
Contribution of assets(b)	—		115

(a) Includes $111 million in the three months ended March 31, 2025 paid to third parties for transferable tax credits.

(b) Represents the book value of assets contributed by MPLX to a joint venture.

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:


	Three Months Ended March 31,
(Millions of dollars)	2026		2025
Additions to property, plant and equipment per the consolidated statements of cash flows	$	913	$	663
Increase (decrease) in capital accruals	99		(19)
Total capital expenditures	$	1,012	$	644

19. Other Current Liabilities

The following summarizes the components of other current liabilities:


(Millions of dollars)	March 31, 2026		December 31, 2025
Environmental credits liability	$	607	$	463
Accrued interest payable	320		449
Other current liabilities	407		341
Total other current liabilities	$	1,334	$	1,253

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, 2025	$	(209)	$	105	$	(1)	$	(105)
Other comprehensive loss before reclassifications, net of tax of $0	—		(1)		—		(1)
Amounts reclassified from accumulated other comprehensive income (loss):
Amortization of prior service credit(a)	(2)		(5)		—		(7)
Amortization of actuarial loss(a)	4		—		—		4


Tax effect	—		1		—		1
Other comprehensive income (loss)	2		(5)		—		(3)
Balance as of March 31, 2026	$	(207)	$	100	$	(1)	$	(108)


(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 $2	5		3		—		8
Amounts reclassified from accumulated other comprehensive income (loss):
Amortization of prior service credit(a)	(2)		(6)		—		(8)
Amortization of actuarial loss(a)	4		—		—		4


Tax effect	—		1		—		1
Other comprehensive income (loss)	7		(2)		—		5
Balance as of March 31, 2025	$	(228)	$	120	$	(1)	$	(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 March 31,
(Millions of dollars)	2026		2025
Pension Benefits
Service cost	$	62	$	55
Interest cost	39		37
Expected return on plan assets	(39)		(37)
Amortization of prior service credit	(2)		(2)
Amortization of actuarial loss	4		4

Net periodic pension benefit cost	$	64	$	57

Other Benefits
Service cost	$	5	$	5
Interest cost	8		9
Amortization of prior service credit	(5)		(6)

Net periodic other benefit cost	$	8	$	8

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 three months ended March 31, 2026, we made no contributions to our funded pension plans. Benefit payments related to unfunded pension and other postretirement benefit plans were $4 million and $14 million, respectively, during the three months ended March 31, 2026.

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.

Accrued liabilities for remediation totaled $371 million and $355 million at March 31, 2026 and December 31, 2025, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $4 million at both March 31, 2026 and December 31, 2025.

We are involved in environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.

Climate Change Litigation

Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC. Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing or failing to warn of the impacts of their petroleum products which led to increased demand and worsened climate change. Plaintiffs are seeking unspecified damages and abatement under various tort theories, as well as breaches of consumer protection and unfair trade statutes. We are currently subject to such proceedings in federal or state courts in Delaware and Oregon. The pending cases are: Delaware ex rel. Jennings v. BP America Inc., et al.,

(Del. Super. Ct.) (date instituted September 10, 2020); and County of Multnomah v. Exxon Mobil Corp., et al., (Or. Cir. Ct.) (date instituted June 22, 2023).

Similar lawsuits may be filed in other jurisdictions. At this 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.

Other Legal Proceedings

Tesoro High Plains Pipeline

In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline. The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million. After subsequent appeal proceedings and in compliance with a new order issued by the BIA, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue. In March 2021, the BIA issued an order purporting to vacate the BIA’s prior orders related to THPP’s alleged trespass and directed the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order. In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (collectively, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.

We are also a party to a number of other lawsuits and other proceedings arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that the resolution of these other lawsuits and proceedings will not, individually or collectively, have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Guarantees

We have provided certain guarantees, direct and indirect, of the indebtedness of other companies. Under the terms of most of these guarantee arrangements, we would be required to perform should the guaranteed party fail to fulfill its obligations under the specified arrangements. In addition to these financial guarantees, we also have various performance guarantees related to specific agreements.

Guarantees related to indebtedness of equity method investees

LOOP and LOCAP

MPC and MPLX hold interests in an offshore oil port, LOOP, and MPLX holds an interest in a crude oil pipeline system, LOCAP. Both LOOP and LOCAP have secured various project financings with throughput and deficiency agreements. Under the agreements, MPC, as a shipper, is required to advance funds if the investees are unable to service their debt. Any such advances are considered prepayments of future transportation charges. The duration of the agreements varies but tends to follow the terms of the underlying debt, which extend through 2040. Our maximum potential undiscounted payments under these agreements for the debt principal totaled $210 million as of March 31, 2026.

Dakota Access Pipeline

MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”), which owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively, the “Bakken Pipeline system”). In 2020, the U.S. District Court for the District of Columbia (the “D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement. The Army Corps issued the final EIS in late 2025 and recommended the continued operation of the pipeline. The Army Corps may issue a Record of Decision now that the final EIS has been issued. New litigation may be filed now that the final EIS has been issued.

MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring, such as a vacatur of the easement resulting in a shutdown of the pipeline, to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.

If the vacatur of the easement results in a temporary shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shut down. MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation. If the vacatur of the easement results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the 1 percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest. As of March 31, 2026, 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 March 31, 2026, 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.

23. Subsequent Event

Additional $5.0 Billion Share Repurchase Authorization

On May 5, 2026, we announced that our board of directors approved an additional $5.0 billion share repurchase authorization. The authorization has 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 of repurchases will depend upon several factors, including market and business conditions, and repurchases may be suspended, discontinued or restarted at any time.

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