Marathon Petroleum Corp
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
MPC$372.74-1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001510295-25-000054
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001510295-25-000064
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 280 previous paragraphs and 300 current paragraphs.
171 unchanged; 88 reworded; 34 added; 16 removed; 5 previous and 7 current paragraphs rearranged.
Tables are not compared: 20 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Midstream Transactions
Current report
On August 29, 2025, MPLX completed the $2.4 billion acquisition of Northwind Delaware Holdings LLC (the “Northwind Midstream Acquisition”), which provides sour gas gathering and treating services in Lea County, New Mexico, enhancing MPLX’s Permian natural gas and NGL value chain. The Northwind Midstream Acquisition provides optionality to direct volumes through our integrated system to accelerate growth opportunities in the Permian. The Northwind Midstream Acquisition was financed, and the incremental capital expenditures associated with in-process expansion projects will be funded, with the net proceeds from MPLX's $4.5 billion senior notes issued in August 2025.
Current report
Announced Divestiture of Rockies Operations
Current report
On August 26, 2025, MPLX entered into a definitive agreement to divest its Rockies operations to a subsidiary of Harvest Midstream (“Harvest”) for $1.0 billion in cash, subject to customary purchase price adjustments.
Current report
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. The Rockies operations are currently reported within the Midstream segment.
Current report
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.
Current report
See Note 4 to the unaudited consolidated financial statements for additional information on the Northwind Midstream Acquisition.
Current report
See Note 4 to the unaudited consolidated financial statements for additional information on the BANGL Acquisition.
Current report
Net income attributable to MPC increased $748 million in the third quarter of 2025 compared to the third quarter of 2024 primarily due to the following:
Current report
Revenues and other income increased $476 million primarily due to:
Current report
•increased income from equity method investments of $757 million largely due to gains from the BANGL Acquisition of $484 million and the Ethanol Joint Venture Sale of $254 million.
Current report
Costs and expenses decreased $888 million primarily due to:
Current report
•increased selling, general and administrative expenses of $48 million primarily due to quarterly fair-value remeasurement of outstanding performance-based stock compensation of $41 million and increased contract services costs of $24 million, partially offset by decreased office expenses of $24 million.
Current report
Revenues and other income decreased $5.15 billion primarily due to:
Current report
Costs and expenses decreased $5.09 billion primarily due to:
Current report
The following includes key financial and operating data for the third quarter of 2025 compared to the third quarter of 2024 and the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Current report
The following includes key financial and operating data for the third quarter of 2025 compared to the third quarter of 2024 and the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Current report
The following includes key financial and operating data for the third quarter of 2025 compared to the third quarter of 2024 and the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Current report
See “Non-GAAP Financial Measures” section for reconciliation of Renewable Diesel margin.
Current report
See “Non-GAAP Financial Measures” section for reconciliation of Renewable Diesel margin.
Current report
In the third quarter of 2025, corporate expenses increased $14 million primarily driven by quarterly fair-value remeasurement of outstanding performance-based stock compensation.
Current report
Corporate expenses increased $16 million in the first nine months of 2025 primarily due to increased contract services.
Current report
Total items not allocated to segments of $774 million in the third quarter of 2025, primarily include gain on sale of assets from the BANGL Acquisition of $484 million and the Ethanol Joint Venture Sale of $254 million. See Note 4 to the unaudited consolidated financial statements for additional information on these transactions. In addition, items not allocated to segments includes the 2023 compliance year SRE credit, partially offset by transaction costs related to Midstream acquisitions during the quarter.
Current report
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:
Current report
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:
Current report
•$1.25 billion aggregate principal amount of 4.800 percent senior notes due February 2031;
Current report
•$750 million aggregate principal amount of 5.000 percent senior notes due January 2033;
Current report
•$1.0 billion aggregate principal amount of 6.200 percent senior notes due September 2055.
Current report
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 capital expenditures and working capital.
Current report
Capital Expenditures and Investments
Current report
Acquisitions
Current report
In accounting for business combinations, acquired assets, assumed liabilities and contingent consideration are recorded based on estimated fair values as of the date of acquisition. The excess or shortfall of the purchase price when compared to the fair value of the net tangible and identifiable intangible assets acquired, if any, is recorded as goodwill or a bargain purchase gain, respectively. A significant amount of judgment is involved in estimating the individual fair values of property, plant and equipment, intangible assets, contingent consideration and other assets and liabilities. We use all available information to make these fair value determinations and, for certain acquisitions, engage third-party consultants for valuation assistance.
Current report
The fair value of assets and liabilities, including contingent consideration, as of the acquisition date are often estimated using a combination of approaches, including the income approach, which requires us to project future cash flows and associated volumes, and apply an appropriate discount rate; the cost approach, which requires estimates of replacement costs and depreciation and obsolescence estimates; and the market approach which uses market data and adjusts for entity-specific differences. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain. Accordingly, actual results may differ materially from the projected results used to determine fair value.
Current report
See Note 4 to the unaudited consolidated financial statements for additional information on our acquisitions. See Note 14 to the unaudited consolidated financial statements for additional information on fair value measurements.
Removed paragraphs (16)
Previous report
Midstream Growth Transactions
Previous report
MPLX entered into a definitive agreement in July 2025 to acquire Northwind Midstream for $2.375 billion in cash consideration, subject to purchase price adjustments for reimbursement of capital expenses paid by Northwind Midstream from June 1, 2025 through the closing date, in addition to other customary adjustments. Northwind Midstream provides sour gas gathering, treating, and processing services in Lea County, New Mexico. The transaction, which MPLX intends to finance with debt, is expected to close in the third quarter of 2025, subject to the satisfaction or waiver of customary closing conditions, including regulatory approval.
Previous report
Net income attributable to MPC decreased $299 million in the second quarter of 2025 compared to the second quarter of 2024 primarily due to the following:
Previous report
Revenues and other income decreased $4.26 billion primarily due to:
Previous report
Costs and expenses decreased $3.94 billion primarily due to:
Previous report
Revenues and other income decreased $5.62 billion primarily due to:
Previous report
Costs and expenses decreased $4.20 billion primarily due to:
Previous report
The following includes key financial and operating data for the second quarter of 2025 compared to the second quarter of 2024 and the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Previous report
The following includes key financial and operating data for the second quarter of 2025 compared to the second quarter of 2024 and the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Previous report
The following includes key financial and operating data for the second quarter of 2025 compared to the second quarter of 2024 and the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Previous report
See “Non-GAAP Financial Measure” section for reconciliation of Renewable Diesel margin.
Previous report
See “Non-GAAP Financial Measure” section for reconciliation of Renewable Diesel margin.
Previous report
In the second quarter of 2025, corporate expenses increased $20 million primarily due to an increase in contract services of approximately $26 million.
Previous report
MPLX intends to use debt financing to restore liquidity after using cash on hand for the recently completed acquisition of the remaining 55 percent of BANGL pipeline system and related debt repayments, and to fund the announced acquisition of Northwind Midstream.
Previous report
Capital Investment Plan
Previous report
MPC's capital investment outlook for 2025 totals approximately $1.25 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan. MPC’s capital investment outlook includes all of the planned capital spending for Refining & Marketing, Renewable Diesel and Corporate, as well as a portion of the planned capital investments for Midstream. The remainder of the planned capital spending for Midstream reflects the capital investment plan for MPLX, which totals $2.0 billion, excluding capitalized interest, acquisitions, if any, reimbursable capital and any incremental capital project expenditures associated with the pending Northwind Midstream acquisition. We continuously evaluate our capital investment plan and make changes as conditions warrant.
Reworded paragraphs (88)
Previous wording
•general economic, political or regulatory developments, including tariffs, inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs or renewable diesel and other renewable fuels, or taxation, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act;
Current wording
•general economic, political or regulatory developments, including the federal government shutdown, tariffs, inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs or renewable diesel and other renewable fuels, or taxation, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act;
Previous wording
•the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto, including MPLX’s ability to successfully complete the acquisition of Northwind Delaware Holdings LLC (“Northwind Midstream”);
Current wording
•the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto, including MPLX’s ability to successfully divest its Rockies gathering and processing operations (the “Rockies”);
Previous wording
Our refining results for the second quarter of 2025 versus the second quarter of 2024 reflect stable demand and comparable realized refining margins despite a weaker margin environment year-over-year. Longer term, global demand growth is expected to outpace the net impact of refining capacity additions and rationalizations through the end of the decade. We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.
Current wording
Our Refining & Marketing segment results for the third quarter of 2025 versus the third quarter of 2024 reflect higher realized refining margins supported by stable demand and by gasoline and distillate inventory levels in the U.S. that were at or below five-year averages during the quarter. Longer term, global demand growth is expected to outpace the net impact of refining capacity additions and rationalizations through the end of the decade. We anticipate these fundamentals, as well as the U.S. refining industry’s current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.
Previous wording
Our Midstream segment contributed strong results and continued growth in the second quarter of 2025. As demand increases for natural gas-powered electricity and LNG exports, we believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.
Current wording
Our Midstream segment contributed strong results and continued growth in the third quarter of 2025, benefitting from the expansion of its Permian to Gulf Coast natural gas and NGL value chains with the acquisition of Northwind Delaware Holdings LLC and BANGL, LLC and progression of long-haul pipeline growth projects. We believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.
Previous wording
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) that was previously held by MPLX’s joint venture partners for approximately $700 million, plus an earnout provision of up to $275 million (the “BANGL Acquisition”). The earnout provision requires annual payments based on targeted EBITDA growth from 2026 to 2029 up to the maximum amount of $275 million. As a result of this transaction, MPLX now owns 100 percent of BANGL and its results will be reflected in our Midstream segment within our consolidated financial results beginning in the third quarter of 2025. The acquisition will be accounted for as a business combination, resulting in an estimated gain in excess of $400 million, which will be recognized in the third quarter of 2025 upon finalizing the initial accounting and provisional fair value measurements of BANGL’s assets and liabilities.
Current wording
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) for approximately $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”). 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 BANGL Acquisition was accounted for as a business combination, resulting in the recognition of a $484 million gain.
Previous wording
On July 31, 2025, MPC sold its 49.9 percent interest in The Andersons Marathon Holdings LLC (“TAMH”) to The Andersons Ethanol LLC, in exchange for cash proceeds of $425 million. MPC’s investment in TAMH was accounted for as an equity method investment reported within MPC’s Refining & Marketing segment. Upon disposal, MPC de-recognized its investment in TAMH, resulting in an estimated gain on sale of $245 million to be recognized in the third quarter of 2025.
Current wording
On July 31, 2025, MPC sold its 49.9 percent interest in The Andersons Marathon Holdings LLC (“TAMH”) to The Andersons Ethanol LLC (the “Ethanol Joint Venture Sale”), in exchange for cash proceeds of $427 million. MPC’s investment in TAMH was accounted for as an equity method investment reported within the Refining & Marketing segment. In the third quarter of 2025, MPC recognized a gain of $254 million resulting from the derecognition of its investment in TAMH upon disposal.
Previous wording
(b)Gain from the Whistler Joint Venture Transaction. See Note 4 to the unaudited consolidated financial statements for additional information.
Current wording
(b)The three and nine months ended September 30, 2025 include gains from the BANGL Acquisition and the Ethanol Joint Venture Sale. The first nine months of 2024 includes the gain from the Whistler Joint Venture Transaction. See Note 4 to the unaudited consolidated financial statements for additional information.
Previous wording
Net income attributable to MPC was $1.22 billion, or $3.96 per diluted share, for the second quarter of 2025 compared to $1.52 billion, or $4.33 per diluted share, for the second quarter of 2024 and $1.14 billion, or $3.68 per diluted share, in the first six months of 2025 compared to $2.45 billion, or $6.88 per diluted share, in the first six months of 2024.
Current wording
Net income attributable to MPC was $1.37 billion, or $4.51 per diluted share, for the third quarter of 2025 compared to $622 million, or $1.87 per diluted share, for the third quarter of 2024 and $2.51 billion, or $8.15 per diluted share, in the first nine months of 2025 compared to $3.07 billion, or $8.83 per diluted share, in the first nine months of 2024.
Previous wording
Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the second quarter of 2025 as compared to the second quarter of 2024 and the first six months of 2025 compared to the first six months of 2024.
Current wording
Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the third quarter of 2025 as compared to the third quarter of 2024 and the first nine months of 2025 compared to the first nine months of 2024.
Previous wording
We owned approximately 647 million MPLX common units as of June 30, 2025, with a market value of $33.35 billion based on the June 30, 2025 closing price of $51.51 per common unit. On July 29, 2025, MPLX declared a quarterly cash distribution of $0.9565 per common unit payable on August 15, 2025 to unitholders of record on August 8, 2025. MPC’s portion of this distribution is approximately $620 million.
Current wording
We owned approximately 647 million MPLX common units as of September 30, 2025, with a market value of $32.34 billion based on the September 30, 2025 closing price of $49.95 per common unit. On October 28, 2025, MPLX declared a quarterly cash distribution of $1.0765 per common unit, payable on November 14, 2025 to unitholders of record on November 7, 2025. MPC’s portion of this distribution is approximately $697 million.
Previous wording
We received limited partner distributions of $1.24 billion from MPLX in the six months ended June 30, 2025 and $1.10 billion in the six months ended June 30, 2024.
Current wording
We received limited partner distributions of $1.86 billion from MPLX in the nine months ended September 30, 2025 and $1.65 billion in the nine months ended September 30, 2024.
Previous wording
During the six months ended June 30, 2025, MPLX repurchased approximately 4 million MPLX common units at an average cost per unit of $51.38 and paid $200 million of cash for the repurchased common units. As of June 30, 2025, approximately $320 million remained available under the authorization for future unit repurchases.
Current wording
During the nine months ended September 30, 2025, MPLX repurchased approximately 6 million MPLX common units at an average cost per unit of $51.20 and paid $300 million of cash for the repurchased common units. As of September 30, 2025, approximately $1.22 billion remained available under authorizations for future unit repurchases.
Previous wording
•the cost of purchasing RINs in the open market to comply with RFS2 requirements.
Current wording
•the cost of purchasing RINs in the open market to comply with RFS requirements.
Previous wording
•decreased sales and other operating revenues of $4.12 billion mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.33 per gallon, partially offset by increased refined product sales volumes of 129 mbpd; and
Current wording
•decreased sales and other operating revenues of $298 million mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.11 per gallon, partially offset by increased refined product sales volumes of 139 mbpd; and
Previous wording
•decreased cost of revenues of $4.15 billion mainly due to lower crude oil costs;
Current wording
•decreased cost of revenues of $944 million mainly due to lower crude oil costs; and
Previous wording
Net interest and other financial costs increased $125 million largely due to decreased interest income and discount amortization, primarily due to the absence of short-term investments held in the second quarter of 2024, and increases in interest expense and non-service pension costs.
Current wording
Net interest and other financial costs increased $89 million largely due to decreased interest income and discount amortization, primarily due to the liquidation of short-term investments that were held in the third quarter of 2024, and increased non-service pension costs.
Previous wording
We recorded combined federal, state and foreign income tax provisions of $268 million and $373 million for the three months ended June 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.
Current wording
We recorded combined federal, state and foreign income tax provisions of $460 million and $113 million for the three months ended September 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.
Previous wording
Net income attributable to noncontrolling interests decreased $41 million mainly due to a decrease in MPLX’s net income in the second quarter of 2025. See further discussion in the Midstream Segment Results section.
Current wording
Net income attributable to noncontrolling interests increased $186 million mainly due to an increase in MPLX’s net income in the third quarter of 2025. See further discussion in the Midstream Segment Results section.
Previous wording
Net income attributable to MPC decreased $1.31 billion in the first six months of 2025 compared to the first six months of 2024 primarily due to the following:
Current wording
Net income attributable to MPC decreased $562 million in the first nine months of 2025 compared to the first nine months of 2024 primarily due to the following:
Previous wording
•decreased sales and other operating revenues of $5.30 billion mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.27 per gallon, partially offset by increased refined product sales volumes of 168 mbpd;
Current wording
•decreased sales and other operating revenues of $5.60 billion mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 158 mbpd;
Previous wording
•decreased income from equity method investments of $135 million largely due to the absence of the gain on sale of assets resulting from the Whistler Joint Venture Transaction in the first six months of 2024; and
Current wording
•increased income from equity method investments of $622 million largely due to gains from the BANGL Acquisition of $484 million and the Ethanol Joint Venture Sale of $254 million, partially offset by the absence of the gain on sale of assets resulting from the Whistler Joint Venture Transaction in the first nine months of 2024; and
Previous wording
•decreased other income of $170 million mainly due to the absence of insurance proceeds in the first six months of 2024.
Current wording
•decreased other income of $153 million mainly due to the absence of insurance proceeds in the first nine months of 2024.
Previous wording
•decreased cost of revenues of $3.92 billion mainly due to lower crude oil costs;
Current wording
•decreased cost of revenues of $5.10 billion mainly due to lower crude oil costs;
Previous wording
•decreased depreciation and amortization of $49 million largely due to major refining assets that were fully depreciated at the end of 2024; and
Current wording
•decreased depreciation and amortization of $88 million largely due to major refining assets that were fully depreciated at the end of 2024, partially offset by depreciation from recent acquisitions; and
Previous wording
•increased selling, general and administrative expenses of $48 million largely due to increases in salaries and employee related expenses of $49 million, contract services costs of $22 million and office expenses of $22 million, partially offset by the absence of $30 million of expense in the first six months of 2024 related to decommissioning of non-operating assets.
Current wording
•increased selling, general and administrative expenses of $96 million largely due to increases in salaries and employee related expenses of $64 million, contract services costs of $46 million and quarterly fair-value remeasurement of outstanding performance-based stock compensation of $20 million, partially offset by the absence of $30 million of expense in the first nine months of 2024 related to decommissioning of non-operating assets.
Previous wording
Net interest and other financial costs increased $250 million largely due to decreased interest income and discount amortization, primarily due to the absence of short-term investments held in the first six months of 2024, and increases in non-service pension costs and interest expense.
Current wording
Net interest and other financial costs increased $339 million largely due to decreased interest income and discount amortization, primarily due to the liquidation of short-term investments that were held in the first nine months of 2024, and increased non-service pension costs and interest expense, primarily due to increased MPLX borrowings.
Previous wording
We recorded combined federal, state and foreign income tax provisions of $305 million and $666 million for the six months ended June 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.
Current wording
We recorded combined federal, state and foreign income tax provisions of $765 million and $779 million for the nine months ended September 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.
Previous wording
Our segment adjusted EBITDA for reportable segments was $5.68 billion and $7.10 billion for the six months ended June 30, 2025 and 2024, respectively.
Current wording
Our segment adjusted EBITDA for reportable segments was $9.09 billion and $9.80 billion for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
(a)Includes intersegment sales to Midstream and sales destined for export.
Current wording
(a)Includes intersegment sales to the Midstream segment and sales destined for export.
Previous wording
(b)See “Non-GAAP Financial Measure” section for reconciliation and further information regarding this non-GAAP financial measure.
Current wording
(b)See “Non-GAAP Financial Measures” section for reconciliation and further information regarding this non-GAAP financial measure.
Previous wording
Refining & Marketing segment revenues decreased $5.89 billion primarily due to a decrease in average refined product sales prices of $0.27 per gallon, partially offset by increased refined product sales volumes of 168 mbpd.
Current wording
Refining & Marketing segment revenues decreased $687 million primarily due to a decrease in average refined product sales prices of $0.11 per gallon, partially offset by increased refined product sales volumes of 139 mbpd.
Previous wording
Refining & Marketing segment adjusted EBITDA decreased $132 million mainly due to increased refining operating and distribution costs, both excluding depreciation and amortization, partially offset by increased per barrel margins. Refining & Marketing segment adjusted EBITDA was $6.79 per barrel for the second quarter of 2025, versus $7.28 per barrel for the second quarter of 2024.
Current wording
Refining & Marketing segment adjusted EBITDA increased $626 million mainly due to increased per barrel margins, partially offset by increased refining operating and distribution costs, both excluding depreciation and amortization. Refining & Marketing segment adjusted EBITDA was $6.37 per barrel for the third quarter of 2025, versus $4.15 per barrel for the third quarter of 2024.
Previous wording
Refining & Marketing margin was $17.58 per barrel for the second quarter of 2025 compared to $17.53 per barrel for the second quarter of 2024. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $500 million on Refining & Marketing margin for the second quarter of 2025 compared to the second quarter of 2024, primarily due to narrower sour and sweet crude oil differentials and lower crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net positive effect of approximately $500 million on Refining & Marketing segment adjusted EBITDA in the second quarter of 2025 compared to the second quarter of 2024.
Current wording
Refining & Marketing margin was $17.60 per barrel for the third quarter of 2025 compared to $14.63 per barrel for the third quarter of 2024. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net positive impact of approximately $1 billion on Refining & Marketing margin for the third quarter of 2025 compared to the third quarter of 2024, primarily due to higher crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net negative effect of approximately $100 million on Refining & Marketing segment adjusted EBITDA in the third quarter of 2025 compared to the third quarter of 2024.
Previous wording
We purchase RINs to satisfy a portion of our RFS2 compliance. Our expenses associated with purchased RINs were $314 million and $293 million in the second quarter of 2025 and 2024, respectively. The RINs expense is included in Refining & Marketing margin. The increase in the second quarter of 2025 was mainly due to increased obligated volumes and higher average RIN prices, partially offset by higher RINs generated and acquired from our Martinez Renewables joint venture and lower sale activity.
Current wording
We purchase RINs to satisfy a portion of our RFS compliance. Our expenses associated with purchased RINs and included in the Refining & Marketing margin were $212 million and $253 million in the third quarter of 2025 and 2024, respectively. The decrease in the third quarter of 2025 was mainly due to MPC being granted an SRE for one of our refineries for 50 percent of the renewable volume obligation for the 2024 compliance year. There is an additional credit for the 2023 compliance year recognized in items not allocated to the segments. In addition, lower prices and higher RINs generated and acquired from our Martinez Renewables JV were partially offset by increased obligated volumes.
Previous wording
For the three months ended June 30, 2025, refining operating costs, excluding depreciation and amortization, increased $123 million, or $0.43 per barrel, largely due to higher energy costs.
Current wording
For the three months ended September 30, 2025, refining operating costs, excluding depreciation and amortization, increased $111 million, or $0.36 per barrel, largely due to higher repair and energy costs.
Previous wording
Distribution costs, excluding depreciation and amortization, increased $43 million, or $0.14 per barrel, and include fees paid to MPLX of $1.0 billion and $990 million for the second quarter of 2025 and 2024, respectively.
Current wording
Distribution costs, excluding depreciation and amortization, increased $99 million, or $0.31 per barrel, and include fees paid to MPLX of $1.02 billion and $1.00 billion for the third quarter of 2025 and 2024, respectively. The change in the third quarter of 2025 primarily reflects an increase in refined product sales volume.
Previous wording
Refining planned turnaround costs increased $0.24 per barrel, or $68 million, due to the scope and timing of turnaround activity.
Current wording
Refining planned turnaround costs increased $0.40 per barrel, or $113 million, due to the scope and timing of turnaround activity.
Previous wording
Refining & Marketing segment revenues decreased $4.37 billion primarily due to a decrease in average refined product sales prices of $0.33 per gallon, partially offset by increased refined product sales volumes of 129 mbpd.
Current wording
Refining & Marketing segment revenues decreased $6.58 billion primarily due to a decrease in average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 158 mbpd.
Previous wording
Net refinery throughput increased 101 mbpd in the first six months of 2025 largely due to decreased turnaround activity.
Current wording
Net refinery throughput increased 76 mbpd in the first nine months of 2025 largely due to decreased turnaround activity.
Previous wording
Refining & Marketing segment adjusted EBITDA decreased $1.63 billion mainly driven by decreases in per barrel margins. Refining & Marketing segment adjusted EBITDA was $4.45 per barrel for the first six months of 2025, versus $7.72 per barrel for the first six months of 2024.
Current wording
Refining & Marketing segment adjusted EBITDA decreased $1.0 billion mainly driven by decreased per barrel margins and other income in addition to increased refining operating and distribution costs, both excluding depreciation and amortization. Refining & Marketing segment adjusted EBITDA was $5.10 per barrel for the first nine months of 2025, versus $6.49 per barrel for the first nine months of 2024.
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Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Net income attributable to noncontrolling interests increased $200 million mainly due to an increase in MPLX’s net income in the first nine months of 2025. See further discussion in the Midstream Segment Results section.
Current report — wording carried from elsewhere
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:
Current report — wording carried from elsewhere
•$1.1 billion aggregate principal amount of 5.150 percent senior notes due March 2030; and
Current report — wording carried from elsewhere
•$900 million aggregate principal amount of 5.700 percent senior notes due March 2035.
Current report — wording carried from elsewhere
•$1.0 billion aggregate principal amount of 5.400 percent senior notes due April 2035; and
Current report — wording carried from elsewhere
•$1.0 billion aggregate principal amount of 5.950 percent senior notes due April 2055.
Current report — wording carried from elsewhere
•$1.5 billion aggregate principal amount of 5.400 percent senior notes due September 2035; and
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
•decreased income from equity method investments of $161 million largely due to the absence of the gain on sale of assets resulting from the Whistler Joint Venture Transaction in the second quarter of 2024.
Previous report — wording carried elsewhere
•increased selling, general and administrative expenses of $44 million primarily due to changes in fair value of equity compensation of $36 million, and increases in salaries and employee related expenses of $26 million and contract services costs of $10 million, partially offset by the absence of $30 million of expense in the second quarter of 2024 related to decommissioning of non-operating assets.
Previous report — wording carried elsewhere
•decreased depreciation and amortization of $83 million largely due to major refining assets that were fully depreciated at the end of 2024; and
Previous report — wording carried elsewhere
Refining planned turnaround costs decreased $125 million, or $0.28 per barrel, due to the scope and timing of turnaround activity.
Previous report — wording carried elsewhere
(b) We do not intend to have outstanding commercial paper borrowings in excess of available capacity under our bank revolving credit facility.