Marathon Petroleum Corp
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
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-K
Period ended 2024-12-31; filed 2025-02-27.
0001510295-25-000012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001510295-26-000009
Item 7. 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 300 previous paragraphs and 321 current paragraphs.
183 unchanged; 75 reworded; 57 added; 40 removed; 2 previous and 6 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 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 (57)
Current report
Our Midstream segment contributed strong results and continued growth in 2025, benefitting from the expansion of its Permian to Gulf Coast natural gas and NGL value chains with the Northwind Midstream Acquisition and the BANGL Acquisition, progression of long-haul pipeline growth projects and expansion of Gulf Coast fractionation and export facilities. We believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.
Current report
Midstream Transactions
Current report
Divestiture of Rockies Operations
Current report
On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing assets (the “Rockies”) to a subsidiary of Harvest Midstream (“Harvest”) for $980 million in cash. The transaction resulted in a gain of $159 million.
Current report
See Item 8. Financial Statements and Supplementary Data – Note 5 for additional information on the sale of the Rockies.
Current report
Northwind Midstream Acquisition
Current report
On August 29, 2025, MPLX completed the acquisition of 100 percent of Northwind Midstream for $2.4 billion in cash. 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 accounted for as a business combination. The Northwind Midstream Acquisition and incremental capital expenditures associated with in-process expansion projects, were financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issuance in August 2025.
Current report
See Item 8. Financial Statements and Supplementary Data – Note 5 for additional information on the Northwind Midstream Acquisition.
Current report
BANGL, LLC Acquisition
Current report
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) for $703 million cash, plus an earnout provision of up to $275 million based on targeted EBITDA growth from 2026 to 2029. 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.
Current report
See Item 8. Financial Statements and Supplementary Data – Note 5 for additional information on the BANGL Acquisition.
Current report
Whiptail Midstream Acquisition
Current report
On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash (the “Whiptail Midstream Acquisition”). 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.
Current report
See Item 8. Financial Statements and Supplementary Data – Note 5 for additional information on the Whiptail Midstream Acquisition.
Current report
Sale of Interest in Ethanol Joint Venture
Current report
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 and previously reported in the Refining & Marketing segment. Upon closing, MPC derecognized the carrying value of the equity method investment of $173 million and recorded a gain of $254 million.
Current report
(c)Transaction-related costs include costs associated with the Northwind Midstream Acquisition, the BANGL Acquisition and the Rockies divestiture discussed in Item 8. Financial Statements and Supplementary Data - Note 5.
Current report
Net income attributable to MPC increased $602 million in 2025 compared to 2024, due to the following:
Current report
•increased income from equity method investments of $574 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 of $151 million resulting from the Whistler Joint Venture Transaction in 2024;
Current report
•increased net gain on disposal of assets of $145 million mainly due to the $159 million gain on the divestiture of the Rockies operations; and
Current report
•decreased depreciation and amortization of $86 million largely due to major refining assets that were fully depreciated at the end of 2024, partially offset by depreciation from recent acquisitions;
Current report
•increased selling, general and administrative expenses of $128 million primarily due to increases in salaries and employee related expenses of $88 million, contract services costs of $39 million and insurance expenses of $24 million, partially offset by the absence of $30 million of expense in 2024 related to decommissioning of non-operating assets; and
Current report
•increased other taxes of $67 million largely due to the absence of a property tax appeal settlement of $49 million received in 2024 related to retroactive tax assessments for prior periods.
Current report
Net interest and other financial costs increased $437 million largely due to decreased interest income and discount amortization, primarily due to the liquidation of short-term investments that were held in 2024, and increased interest expense, largely due to increased MPLX borrowings, and non-service pension costs. We capitalized interest of $100 million in 2025 and $57 million in 2024. See Item 8. Financial Statements and Supplementary Data – Note 11 for further details.
Current report
(d) Distribution costs exclude depreciation and amortization expense.
Current report
Refining & Marketing segment adjusted EBITDA increased $435 million primarily driven by increased per barrel margins and increased refined product sales volumes.
Current report
For the year ended December 31, 2025, refining operating costs, excluding depreciation and amortization, were $6.10 billion. This was an increase of $385 million, compared to the year ended December 31, 2024, largely due to higher energy and maintenance and repair costs and the absence of a property tax appeal settlement received in 2024 related to retroactive tax assessments for prior periods.
Current report
(b)Includes operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for partnership-operated equity method investments.
Current report
Midstream segment adjusted EBITDA increased $206 million, which includes contributions from recent acquisitions, primarily $59 million related to the BANGL Acquisition and $15 million related to the Whiptail Midstream Acquisition, partially offset by $17 million resulting from the divestiture of the Rockies operations. Additionally, sales and operating revenues increased $540 million resulting from higher rates and throughputs and a $37 million non-recurring benefit associated with a customer agreement, partially offset by higher operating expenses.
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 2025, total items not allocated to segments of $1.17 billion primarily includes gain on sale of assets of $897 million, which includes gains from the BANGL Acquisition of $484 million, the Ethanol Joint Venture Sale of $254 million and the divestiture of the Rockies operations of $159 million. See Item 8. Financial Statements and Supplementary Data – Note 5 for additional information on these transactions. In addition, items not allocated to segments in 2025 includes legal settlements of $253 million and the 2023 compliance year SRE credit, partially offset by transaction costs related to Midstream acquisitions during the year. In 2024, items not allocated to segments includes a $151 million gain resulting from the Whistler Joint Venture Transaction.
Current report
For 2025, changes in working capital were a net $485 million use of cash, primarily due to the effect of decreases in energy commodity prices, partially offset by increases in volumes at the end of the year on working capital. Accounts payable decreased primarily due to decreases in crude oil prices, partially offset by increases in crude oil volumes. Current receivables decreased primarily due to decreases in crude oil and refined product prices and income tax receivables, partially offset by an increase in crude oil volumes. Inventories increased primarily due to increases in materials and supplies and refined product inventories. Additionally, working capital was favorably impacted by changes in current liabilities and other current assets.
Current report
•During 2025, MPLX issued $6.5 billion aggregate principal amount of senior notes and repaid $1.70 billion aggregate principal amount of senior notes and MPC issued $2.0 billion in aggregate principal amount of senior notes and repaid $1.250 billion in aggregate principal amount of senior notes.
Current report
The 2025 Senior Note Offering replaced the $750 million aggregate principal amount of 3.625 percent senior notes that matured in September 2024 and was used to repay the $1.250 billion aggregate principal amount of 4.700 percent senior notes at maturity on May 1, 2025.
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”), consisting of:
Current report
•$1.0 billion aggregate principal amount of 5.400 percent senior notes due April 2035; and
Current report
•$1.0 billion aggregate principal amount of 5.950 percent senior notes due April 2055.
Current report
On April 9, 2025, MPLX used a portion of the net proceeds from the March 2025 MPLX Senior Notes Offering to redeem all of (i) MPLX LP’s outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and (ii) MarkWest Energy Partners, L.P.’s outstanding $11 million aggregate principal amount of 4.875 percent senior notes due June 2025. MPLX used the remaining net proceeds for general partnership purposes.
Current report
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. See Item 8. Financial Statements and Supplementary Data – Note 5 for additional information on this transaction.
Showing the first 40 of 57 passages. Open the source sections for the rest.
Removed paragraphs (40)
Previous report
In June 2023, the California legislature adopted and implemented certain provisions of Senate Bill No.2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”), which authorizes the CEC to establish a “maximum gross gasoline refining margin” with respect to refining activities in California, as well as establish penalties for refiners for exceeding the yet to be issued margin cap. The law further expands on existing reporting requirements for refiners to the CEC. In October 2024, California’s governor signed Assembly Bill No.1 (such statute, together with any regulations contemplated or issued thereunder, “AB X2-1”), into law, authorizing the CEC to require that petroleum refiners maintain a minimum inventory of transportation fuels as well as require petroleum refiners to plan for resupply during scheduled maintenance. We will evaluate the impact that SB X1-2 and AB X2-1 and any associated forthcoming CEC regulations may have on our current or anticipated future operations in California and results of operations when SB X1-2 or AB X2-1 are fully implemented.
Previous report
Midstream Growth Transactions
Previous report
On July 31, 2024, MPLX exercised its right of first offer under the BANGL, LLC joint venture agreement to purchase an additional 20 percent ownership interest in BANGL, LLC for $210 million cash, increasing total ownership interest to 45 percent. BANGL is a natural gas liquids pipeline system connecting the Delaware and Midland basins to the fractionation market in the Gulf Coast and export markets.
Previous report
On March 22, 2024, MPLX used $625 million of cash to purchase additional ownership interest in existing joint ventures and gathering assets, which will enhance MPLX’s position in the Utica basin. Prior to the acquisition, MPLX owned an indirect interest in Ohio Gathering Company, L.L.C. (“OGC”) and a direct interest in Ohio Condensate Company, L.L.C. (“OCC”) and now owns a combined 73 percent interest in OGC and a 100 percent interest in OCC, and a dry gas gathering system in the Utica basin.
Previous report
Share Repurchase Authorization
Previous report
On November 5, 2024, we announced that our board of directors approved a $5.0 billion share repurchase authorization that is in addition to the $5.0 billion share repurchase authorization announced on April 30, 2024. The share repurchase authorizations have no expiration date. Future repurchases under these authorizations will depend on the macro environment, cash available after opportunities for capital investment and growth of the business and market conditions. As of December 31, 2024, MPC had $7.75 billion remaining under its share repurchase authorizations.
Previous report
In the fourth quarter of 2024, we established a Renewable Diesel segment, which includes renewable diesel activities historically reported in the Refining & Marketing segment. Prior period segment information has been recast for comparability.
Previous report
(b)2024 includes the gain from the Whistler Joint Venture Transaction. 2023 includes the $92 million gain associated with the remeasurement of MPLX’s existing equity investment in Torñado arising from the acquisition of the remaining 40 percent interest and the $106 million gain on the sale of our interest in South Texas Gateway. See Item 8. Financial Statements and Supplementary Data - Note 14.
Previous report
Net income attributable to MPC decreased $6.24 billion, or $13.55 per diluted share, in 2024 compared to 2023 primarily due to lower Refining & Marketing margins partially offset by a decreased provision for income taxes.
Previous report
Net income attributable to MPC decreased $4.84 billion in 2023 compared to 2022 primarily due to lower Refining & Marketing margins and net gain on the disposal of assets.
Previous report
•increased income from equity method investments of $87 million largely due to increased income from Midstream equity affiliates, partially offset by decreased income from our Martinez Renewables joint venture;
Previous report
•decreased net gains on disposal of assets of $844 million mainly due to gains of $549 million on the formation of the Martinez Renewables joint venture and $509 million on a lease reclassification in 2022, partially offset by the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million associated with the remeasurement of MPLX’s existing equity investment in Torñado, arising from the acquisition of the remaining 40 percent interest in 2023; and
Previous report
•increased depreciation and amortization of $92 million mainly due to assets placed in service;
Previous report
•increased selling, general and administrative expenses of $267 million primarily due to increased employee compensation and related expenses, contract services and software maintenance costs; and
Previous report
•increased other taxes of $56 million largely due to the reinstated Petroleum Superfund Tax, which was effective January 1, 2023.
Previous report
Net interest and other financial costs decreased $475 million largely due to increased interest income, primarily on short-term investments, and decreased pension non-service costs, partially offset by increased interest expense due to higher MPLX borrowings. We capitalized interest of $60 million in 2023 and $104 million in 2022. See Item 8. Financial Statements and Supplementary Data – Note 11 for further details.
Previous report
Net income attributable to noncontrolling interests decreased $49 million mainly due to MPLX’s redemption of its outstanding Series B preferred units on February 15, 2023.
Previous report
Refining & Marketing segment adjusted EBITDA decreased $5.55 billion primarily driven by decreased per barrel margin and throughput, increased distribution costs, excluding depreciation and amortization, partially offset by increased other income and decreased refining operating costs, excluding depreciation and amortization.
Previous report
For the year ended December 31, 2023, refining operating costs, excluding depreciation and amortization, were $5.63 billion. This was a decrease of $101 million, compared to the year ended December 31, 2022, largely due to lower energy costs, partially offset by higher project expense. These expenses relate to projects that are regularly performed during refinery turnarounds, of which we had more in 2023, compared to 2022.
Previous report
Depreciation and amortization per barrel increased by $0.06, primarily due to an increase in costs and a decrease in throughput.
Previous report
(b)Includes amounts related to MPLX operated unconsolidated equity method investments on a 100 percent basis.
Previous report
Midstream segment adjusted EBITDA increased $399 million. Sales and operating revenues decreased $82 million mainly due to lower NGL prices, partially offset by rate escalations and higher throughput. This decrease was more than offset by lower purchased product costs of $465 million, primarily due to lower NGL prices of $917 million, partially offset by higher volumes of $405 million, an increase of $47 million due to changes in the fair value of an embedded derivative in a natural gas purchase commitment and an increase in income from equity method investments of approximately $111 million.
Previous report
Renewable Diesel segment revenues increased $912 million primarily due to increased sales volume of 246 thousand gallons per day. Renewable Diesel segment adjusted EBITDA decreased $67 million mainly due to increased operating costs and distribution costs and decreased income from equity method investments of $39 million, partially offset by increased renewable diesel margins. Additionally, in 2023, the Martinez Renewables joint venture began production which was phased in at reduced rates in order to achieve nameplate capacity by the end of the year. However, operational issues impacted the ramp up and the site remained at reduced rates.
Previous report
Corporate expenses increased $84 million in 2023 compared to 2022 largely due to increases in stock-based compensation expense of $48 million, depreciation and amortization of $45 million, compensation expense of $31 million, contract services expense of $26 million and office expense of $22 million, partially offset by increased allocations of corporate costs to the segments of $75 million.
Previous report
Compared to 2023, as discussed above, in 2022, total items not allocated to segments primarily include the gain of $549 million on the formation of the Martinez Renewables joint venture, the gain of $509 million on a lease reclassification, and a $238 million benefit related to retroactive changes in renewable volume obligation requirements published by EPA for 2020 and 2021.
Previous report
Continuing Operations
Previous report
For 2022, changes in working capital were a net $1.82 billion use of cash, primarily due to the effect of increases in energy commodity prices and volumes at the end of the year on working capital. Current receivables increased primarily due to higher crude oil and refined product volumes and prices. Inventories increased primarily due to increases in crude oil, refined product and materials and supplies inventories. Accounts payable increased primarily due to increases in crude oil prices. Additionally, working capital was unfavorably impacted by changes in income tax receivable and favorably impacted by changes in current liabilities and other current assets.
Previous report
Discontinued Operations
Previous report
Net cash provided by operating activities from discontinued operations was $42 million in 2022 largely due to the settlement of working capital related to the Speedway sale, partially offset by the payment of state income tax liabilities.
Previous report
•In 2022, the change in net cash provided was primarily due to maturities and sales of short-term investments of $7.16 billion and $1.30 billion, respectively, partially offset by purchases of short-term investments of $6.02 billion. The cash provided by maturities and sales of short-term investments was primarily used to fund our return of capital initiatives announced as part of the Speedway sale.
Previous report
•During 2022, MPLX issued $2.5 billion of senior notes, redeemed $1.0 billion of senior notes and had net payments of $300 million under its revolving credit facility.
Previous report
The Refining & Marketing segment’s forecasted 2025 capital spending and investments is approximately $1.20 billion. This amount includes approximately $100 million of value enhancing capital for multi-year low carbon initiatives. At our Los Angeles refinery, we are advancing improvements to enhance the competitiveness of the refinery by improving reli ability and lowering costs. The improvements focus on integrating and modernizing utility systems and increasing energy efficiency, with the added benefit of addressing upco ming regulation mandating further reductions in emissions. The improvements are expected to be completed by the end of 2025. There is also $750 million of value enhancing capital, which includes a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery, which is expected to be completed by the end of 2027, a project at our Robinson refinery to shift yields to higher value products including the flexibility to maximize jet production to meet growing demand, which is expected to be completed by the end of 2026, and other traditional projects that will enhance the yields of our refineries, improve energy efficiency, and lower our costs as well as investments in our branded marketing footprint. Maintenance capital is expected to be approximately $350 million, which is essential to maintain the safety, integrity and reliability of our assets.
Previous report
Midstream - MPLX
Previous report
At December 31, 2024, we had non-cancelable obligations to acquire property, plant and equipment of $260 million, which is all payable within 12 months.
Previous report
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the impairment tests will prove to be an accurate prediction of the future.
Previous report
Variable Interest Entities
Previous report
We evaluate all legal entities in which we hold an ownership or other pecuniary interest to determine if the entity is a VIE. Our interests in a VIE are referred to as variable interests. Variable interests can be contractual, ownership or other pecuniary interests in an entity that change with changes in the fair value of the VIE’s assets. When we conclude that we hold an interest in a VIE we must determine if we are the entity’s primary beneficiary. A primary beneficiary is deemed to have a controlling financial interest in a VIE. This controlling financial interest is evidenced by both (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses that could potentially be significant to the VIE or the right to receive benefits that could potentially be significant to the VIE. We consolidate any VIE when we determine that we are the primary beneficiary. We must disclose the nature of any interests in a VIE that is not consolidated.
Previous report
Significant judgment is exercised in determining that a legal entity is a VIE and in evaluating our interest in a VIE. We use primarily a qualitative analysis to determine if an entity is a VIE. We evaluate the entity’s need for continuing financial support; the equity holder’s lack of a controlling financial interest; and/or if an equity holder’s voting interests are disproportionate to its obligation to absorb expected losses or receive residual returns. We evaluate our interests in a VIE to determine whether we are the primary beneficiary. We use a primarily qualitative analysis to determine if we are deemed to have a controlling financial interest in the VIE, either on a standalone basis or as part of a related party group. We continually monitor our interests in legal entities for changes in the design or activities of an entity and changes in our interests, including our status as the primary beneficiary to determine if the changes require us to revise our previous conclusions.
Previous report
Changes in the design or nature of the activities of a VIE, or our involvement with a VIE, may require us to reconsider our conclusions on the entity’s status as a VIE and/or our status as the primary beneficiary. Such reconsideration requires significant judgment and understanding of the organization. This could result in the deconsolidation or consolidation of the affected subsidiary, which would have a significant impact on our financial statements.
Previous report
Variable Interest Entities are discussed in Item 8. Financial Statements and Supplementary Data – Note 6.
Reworded paragraphs (75)
Previous wording
The global macro environment continues to deliver refined product demand growth. In 2024, we saw steady year-over-year demand for gasoline and diesel and growing demand for jet fuel. Longer term, demand growth is expected to exceed the net supply impact from limited capacity additions through the end of the decade and announced and expected refinery rationalizations. 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 2025 versus 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. 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
We remain steadfast in our commitment to safely and reliably operate our assets and protect the health and safety of our employees. We are focused on sustainable structural changes to improve our cost competitiveness while maintaining safe and reliable operations. Our approach to sustainability spans the environmental, social and governance dimensions of our business. That means strengthening resiliency by lowering the carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders. Specifically, in 2022, we were the first among U.S. independent refiners to establish a 2030 target to reduce absolute Scope 3 - Category 11 GHG emissions. This goal added to our existing targets for reducing Scope 1 & 2 GHG emissions intensity, for lowering methane emissions intensity and for lowering our freshwater withdrawal intensity.
Current wording
We remain steadfast in our commitment to safely and reliably operate our assets and protect the health and safety of our employees. We are focused on sustainable structural changes to improve our cost competitiveness while maintaining safe and reliable operations. Our approach to sustainability spans the environmental, social and governance dimensions of our business. That means strengthening resiliency by lowering the carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders. We have existing targets for reducing Scope 1 & 2 GHG emissions intensity, for lowering methane emissions intensity and for lowering our freshwater withdrawal intensity.
Previous wording
We are focused on leveraging the complexity of our facilities by selecting advantaged raw materials, new approaches in the commercial space to be more dynamic amidst changing market conditions and achieving technological improvements to advance our commercial performance. A near-term focus has been securing advantaged renewable feedstocks as we continue to advance our renewable fuels production capabilities.
Current wording
We are focused on leveraging the complexity of our facilities by selecting advantaged raw materials, new approaches in the commercial space to be more dynamic amidst changing market conditions and achieving technological improvements to advance our commercial performance.
Previous wording
On May 29, 2024, MPLX and its joint venture partner contributed their respective membership interest in Whistler Pipeline, LLC to a newly formed joint venture, WPC Parent, LLC and issued a 19 percent voting interest in WPC Parent, LLC to an affiliate of Enbridge Inc. in exchange for the contribution of cash and the Rio Bravo Pipeline project (collectively, the “Whistler Joint Venture Transaction”). The combined platform connects Permian supply to incremental LNG export markets and supports the development of additional pipeline projects. As a result of the transaction, MPLX’s voting interest in the joint venture was reduced from 37.5 percent to 30.4 percent. MPLX recognized a gain of $151 million at closing and received a cash distribution of $134 million, recorded as a return of capital, related to the dilution of the ownership interest.
Current wording
(b)2025 includes gains from the BANGL Acquisition, the Ethanol Joint Venture Sale and the Rockies divestiture. 2024 includes the gain resulting from MPLX and its joint venture partner contributing their respective membership interests in Whistler Pipeline, LLC to a newly formed joint venture, WPC Parent, LLC, and issuing a 19 percent voting interest in WPC Parent, LLC to an affiliate of Enbridge Inc. in exchange for the contribution of cash and the Rio Bravo Pipeline project (collectively the “Whistler Joint Venture Transaction”). See Item 8. Financial Statements and Supplementary Data - Note 5 for additional information on these transactions.
Previous wording
Refer to the Results of Operations section for a discussion of financial results by segment for the three years ended December 31, 2024.
Current wording
Net income attributable to MPC increased $602 million, or $3.14 per diluted share, in 2025 compared to 2024. Refer to the Results of Operations section for a discussion of financial results by segment for the three years ended December 31, 2025.
Previous wording
We received limited partner distributions of $2.27 billion and $2.06 billion from MPLX during 2024 and 2023, respectively. We owned approximately 647 million MPLX common units at December 31, 2024 with a market value of $30.99 billion based on the December 31, 2024 closing unit price of $47.86. On January 22, 2025, MPLX declared a quarterly cash distribution of $0.9565 per common unit, which was paid February 14, 2025. As a result, MPLX made distributions totaling $972 million to its common unitholders. MPC’s portion of these distributions was approximately $619 million.
Current wording
We received limited partner distributions of $2.56 billion and $2.27 billion from MPLX during 2025 and 2024, respectively. We owned approximately 647 million MPLX common units at December 31, 2025 with a market value of $34.55 billion based on the December 31, 2025 closing unit price of $53.37. On January 29, 2026, MPLX declared a quarterly cash distribution of $1.0765 per common unit, which was paid February 17, 2026. As a result, MPLX made distributions totaling $1.09 billion to its common unitholders for the fourth quarter of 2025. MPC’s portion of these distributions was approximately $697 million.
Previous wording
During the year ended December 31, 2024, MPLX repurchased approximately 8 million MPLX common units at an average cost per unit of $43.04 and paid $326 million of cash. As of December 31, 2024, $520 million remained available under the authorization for future repurchases.
Current wording
During the year ended December 31, 2025, MPLX repurchased approximately 8 million MPLX common units at an average cost per unit of $51.58 and paid approximately $400 million of cash. As of December 31, 2025, $1.12 billion remained available under the authorizations for future repurchases.
Previous wording
Refining & Marketing segment adjusted EBITDA depends largely on our refinery throughputs, Refining & Marketing margin, refining operating costs and distribution costs. Our total refining capacity was 2,963 mbpcd, 2,950 mbpcd and 2,898 mbpcd as of December 31, 2024, 2023 and 2022, respectively.
Current wording
Refining & Marketing segment adjusted EBITDA depends largely on our refinery throughputs, Refining & Marketing margin, refining operating costs and distribution costs. Our total refining capacity was 2,986 mbpcd, 2,963 mbpcd and 2,950 mbpcd as of December 31, 2025, 2024 and 2023, respectively.
Previous wording
•the potential impact of LIFO charges due to changes in historic inventory levels; and
Current wording
•the potential impact of LIFO adjustments; and
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
Our Midstream segment also gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Our Midstream segment profitability is affected by prevailing commodity prices primarily as a result of processing or conditioning at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.
Current wording
Our Midstream segment also gathers, treats, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Our Midstream segment profitability is affected by prevailing commodity prices primarily as a result of processing or conditioning at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.
Previous wording
Total revenues and other income decreased $29.65 billion in 2023 compared to 2022 primarily due to:
Current wording
Total revenues and other income decreased $5.19 billion in 2025 compared to 2024 primarily due to:
Previous wording
•decreased sales and other operating revenues of $29.07 billion primarily due to decreased average refined product sales prices of $0.53 per gallon, or 18 percent, partially offset by increased refined product sales volumes of 12 mbpd;
Current wording
•decreased sales and other operating revenues of $6.17 billion primarily due to a decrease in average refined product sales prices of $0.18 per gallon, or 8 percent, partially offset by increased refined product sales volumes of 133 mbpd, or 4 percent;
Previous wording
•increased other income of $186 million largely due to the receipt of insurance proceeds, partially offset by lower income on RIN sales.
Current wording
•increased other income of $256 million largely due to legal settlements of $253 million and higher income on RINs sales, partially offset by lower insurance proceeds.
Previous wording
Total costs and expenses decreased $22.69 billion in 2023 compared to 2022 primarily due to:
Current wording
Total costs and expenses decreased $6.69 billion in 2025 compared to 2024 primarily due to:
Previous wording
•decreased cost of revenues of $23.11 billion primarily due to lower crude oil costs;
Current wording
•decreased cost of revenues of $6.79 billion primarily due to lower crude oil costs;
Previous wording
Net income attributable to MPC decreased $6.24 billion in 2024 compared to 2023, primarily due to lower Refining & Marketing margins, partially offset by a decreased provision for income taxes.
Current wording
Net income attributable to MPC decreased $6.24 billion in 2024 compared to 2023, due to the following:
Previous wording
•decreased net gains on disposal of assets of $189 million mainly due to the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million associated with the remeasurement of MPLX’s existing equity investment in MarkWest Torñado GP, L.L.C. (“Torñado”), arising from the acquisition of the remaining 40 percent interest in 2023; and
Current wording
•decreased net gain on disposal of assets of $189 million mainly due to the $106 million gain on the sale of MPC’s 25 percent interest in South Texas Gateway and $92 million associated with the remeasurement of MPLX’s existing equity investment in MarkWest Torñado GP, L.L.C. (“Torñado”), arising from the acquisition of the remaining 40 percent interest in 2023; and
Previous wording
We recorded a combined federal, state and foreign income tax expense of $890 million for the year ended December 31, 2024, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests. We recorded a combined federal, state and foreign income tax expense of $2.82 billion for the year ended December 31, 2023, which was lower than the tax computed at the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes. See Item 8. Financial Statements and Supplementary Data – Note 12 for further details.
Current wording
We recorded a combined federal, state and foreign income tax provision of $890 million for the year ended December 31, 2024, which was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests. We recorded a combined federal, state and foreign income tax provision of $2.82 billion for the year ended December 31, 2023, which was lower than the tax computed at the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes. See Item 8. Financial Statements and Supplementary Data – Note 12 for further details.
Previous wording
Our segment adjusted EBITDA for reportable segments was approximately $12.10 billion, $19.81 billion and $25.03 billion for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
Our segment adjusted EBITDA for reportable segments was approximately $12.78 billion, $12.10 billion and $19.81 billion for the years ended December 31, 2025, 2024 and 2023, 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
(d)Includes income (loss) from equity method investments, net gain (loss) on disposal of assets and other income.
Current wording
(e)Includes income (loss) from equity method investments, net gain (loss) on disposal of assets and other income.
Previous wording
The following table presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment. The benchmark crack spreads below do not reflect the market cost of RINs necessary to meet EPA renewable volume obligations for attributable products under the Renewable Fuel Standard.
Current wording
The following table presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment. The benchmark crack spreads below do not reflect the market cost of RINs necessary to meet the EPA renewable volume obligations for attributable products under the Renewable Fuel Standard.
Previous wording
Refining & Marketing segment revenues decreased $29.62 billion primarily due to decreased average refined product sales prices of $0.53 per gallon, partially offset by increased refined product sales volumes of 12 mbpd.
Current wording
Refining & Marketing segment revenues decreased $7.45 billion primarily due to a decrease in average refined product sales prices of $0.18 per gallon, partially offset by increased refined product sales volumes of 133 mbpd.
Previous wording
Refinery crude oil capacity utilization was 92 percent during 2023 and net refinery throughput decreased 36 mbpd in 2023.
Current wording
Refinery crude oil capacity utilization was 94 percent during 2025 and net refinery throughput increased 67 mbpd in 2025.
Previous wording
Refining & Marketing margin, excluding LIFO inventory adjustments, was $23.15 per barrel for 2023 compared to $28.04 per barrel for 2022. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $6 billion on Refining & Marketing margin, primarily due to lower crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2023, a LIFO inventory charge of $157 million and for 2022, a LIFO inventory credit of $149 million. These factors had an estimated net positive impact on Refining & Marketing segment adjusted EBITDA of approximately $700 million in 2023 compared to 2022.
Current wording
Refining & Marketing margin was $16.87 per barrel for 2025 compared to $16.01 per barrel for 2024. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net positive impact of approximately $300 million on Refining & Marketing margin, primarily due to higher crack spreads, partially offset by narrower sour and sweet crude oil differentials. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2025, a LIFO inventory adjustment of $82 million and for 2024, a LIFO inventory adjustment of $106 million. These factors had an estimated net positive impact on Refining & Marketing segment adjusted EBITDA of approximately $1.0 billion in 2025 compared to 2024.
Previous wording
We purchase RINs to satisfy a portion of our RFS2 compliance. Our expenses associated with purchased RINs were $2.07 billion in 2023 and $2.40 billion in 2022, including benefits related to retroactive changes in renewable volume obligation requirements, and are included in Refining & Marketing margin. The decrease in 2023 was primarily due to increased RINs acquired with purchased product from third parties and through RINs generated and acquired from our Martinez Renewables joint venture in addition to lower average RINs prices.
Current wording
We purchase RINs to satisfy a portion of our RFS compliance. Our expenses associated with purchased RINs were $1.33 billion in 2025 and $1.07 billion in 2024 and are included in Refining & Marketing margin. The increase in 2025 was primarily due to increased obligated volumes and RINs prices, partially offset by higher RINs generated and acquired from our Martinez Renewables JV. In addition, MPC was 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 closed 2023 compliance year recognized in items not allocated to the segments.
Previous wording
Distribution costs, excluding depreciation and amortization, were $5.65 billion and $5.21 billion for 2023 and 2022, respectively, and include fees paid to MPLX of $3.84 billion and $3.65 billion for 2023 and 2022, respectively. On a per barrel basis, distribution costs, excluding depreciation and amortization, increased $0.47 primarily due to higher pipeline tariff rates and logistics fee escalations.
Current wording
Distribution costs, excluding depreciation and amortization, were $6.19 billion and $5.86 billion for 2025 and 2024, respectively, and include fees paid to MPLX of $4.03 billion and $3.95 billion for 2025 and 2024, respectively. On a per barrel basis, distribution costs, excluding depreciation and amortization, increased $0.19 primarily due to an increase in logistics fees including third party marine, pipeline and terminalling costs.
Previous wording
Refining planned turnaround costs increased $62 million, or $0.07 per barrel, due to the scope and timing of turnaround activity.
Current wording
Refining planned turnaround costs increased $117 million, or $0.08 per barrel, due to the scope and timing of turnaround activity.
Previous wording
Other income increased by $0.32 per barrel mainly due to the receipt of insurance proceeds in 2023.
Current wording
Other income decreased by $0.15 per barrel largely due to lower insurance proceeds in 2025.
Previous wording
Refining & Marketing segment revenues decreased $10.21 billion primarily due to decreased average refined product sales prices of $0.24 per gallon, partially offset by increased refined product sales volumes of 75 mbpd.
Current wording
Refining & Marketing segment revenues decreased $10.21 billion primarily due to a decrease in average refined product sales prices of $0.24 per gallon, partially offset by increased refined product sales volumes of 75 mbpd.
Previous wording
Refining & Marketing margin, excluding LIFO inventory adjustments, was $15.91 per barrel for 2024 compared to $23.15 per barrel for 2023. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $7 billion on Refining & Marketing margin, primarily due to lower crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2024, a LIFO inventory credit of $106 million and for 2023, a LIFO inventory charge of $157 million. These factors had an estimated net negative impact on Refining & Marketing segment adjusted EBITDA of approximately $200 million in 2024 compared to 2023.
Current wording
Refining & Marketing margin was $16.01 per barrel for 2024 compared to $23.00 per barrel for 2023. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $7 billion on Refining & Marketing margin, primarily due to lower crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effects of market structure on our crude oil acquisition prices, RIN prices on the crack spread and other items like refinery yields and other feedstock variances, direct dealer fuel margin, and for 2024, a LIFO inventory adjustment of $106 million and for 2023, a LIFO inventory adjustment of $157 million. These factors had an estimated net negative impact on Refining & Marketing segment adjusted EBITDA of approximately $200 million in 2024 compared to 2023.
Previous wording
We purchase RINs to satisfy a portion of our RFS2 compliance. Our expenses associated with purchased RINs were $1.07 billion in 2024 and $2.07 billion in 2023 and are included in Refining & Marketing margin. The decrease in 2024 was primarily due to lower average RIN prices, increased RINs generated and acquired from our Martinez Renewables joint venture and lower RIN sale activity.
Current wording
We purchase RINs to satisfy a portion of our RFS compliance. Our expenses associated with purchased RINs were $1.07 billion in 2024 and $2.07 billion in 2023 and are included in Refining & Marketing margin. The decrease in 2024 was primarily due to lower average RIN prices, increased RINs generated and acquired from our Martinez Renewables joint venture and lower RIN sale activity.
Previous wording
(a)For 2024, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane, 60 percent propane, five percent Iso-Butane, 15 percent normal butane and 10 percent natural gasoline. For 2023 and 2022, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
Current wording
(a)For 2025 and 2024, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane, 60 percent propane, five percent Iso-Butane, 15 percent normal butane and 10 percent natural gasoline. For 2023, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
Previous wording
(a)Includes intersegment sales to Refining & Marketing.
Current wording
(a)Includes intersegment sales to the Refining & Marketing segment.
Previous wording
Renewable Diesel segment revenues increased $440 million primarily due to increased sales volume of 419 thousand gallons per day. Renewable Diesel segment adjusted EBITDA decreased $86 million as reduced production capacity in 2024 due to an event at the refinery in late 2023 resulted in lower throughput and impacted margins. The lower renewable diesel margins and an increased inventory LIFO charge of $43 million were partially offset by increased income from equity method investments of $129 million.
Current wording
Renewable Diesel segment revenues increased $440 million primarily due to increased sales volume of 419 thousand gallons per day. Renewable Diesel segment adjusted EBITDA decreased $86 million as reduced production capacity in 2024 due to an event at the refinery in late 2023 resulted in lower throughput and impacted margins. The lower renewable diesel margins, which were $186 million in 2024 and $304 million in 2023, were partially offset by increased income from equity method investments of $129 million.
Previous wording
(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $90 million, $100 million and $55 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $105 million, $90 million and $100 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Previous wording
Renewable Diesel margin is defined as sales revenue less cost of renewable inputs and purchased products. We use and believe our investors use this non-GAAP financial measure to evaluate our Renewable Diesel segment’s operating and financial performance. This measure should not be considered a substitute for, or superior to, Renewable Diesel gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculation thereof may not be comparable to similarly titled measures reported by other companies.
Current wording
Renewable Diesel margin is defined as sales revenue plus value attributable to qualifying regulatory credits earned during the period less cost of renewable inputs and purchased products. We use and believe our investors use this non-GAAP financial measure to evaluate our Renewable Diesel segment’s operating and financial performance. This measure should not be considered a substitute for, or superior to, Renewable Diesel gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculation thereof may not be comparable to similarly titled measures reported by other companies.
Previous wording
Our cash and cash equivalents balance was $3.21 billion at December 31, 2024, compared to $5.44 billion at December 31, 2023. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years is presented in the following table.
Current wording
Our cash and cash equivalents balance was $3.67 billion at December 31, 2025, compared to $3.21 billion at December 31, 2024. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years is presented in the following table.
Previous wording
Net cash provided by operating activities from continuing operations decreased $5.45 billion in 2024 compared to 2023, primarily due to a decrease in operating results partially offset by a favorable change in working capital of $105 million. Net cash provided by operating activities from continuing operations decreased $2.20 billion in 2023 compared to 2022, primarily due to a decrease in operating results partially offset by a favorable change in working capital of $2.19 billion. The above changes in working capital exclude changes in short-term debt.
Current wording
Net cash provided by operating activities decreased $412 million in 2025 compared to 2024, primarily due to an unfavorable change in working capital of $955 million, partially offset by an increase in operating results. Net cash provided by operating activities decreased $5.45 billion in 2024 compared to 2023, primarily due to a decrease in operating results partially offset by a favorable change in working capital of $105 million. The above changes in working capital exclude changes in short-term debt.
Showing the first 40 of 75 pairs. Open the source sections for the rest.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
We recorded combined federal, state and foreign income tax provisions of $1.14 billion and $890 million for the years ended December 31, 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. See Item 8. Financial Statements and Supplementary Data – Note 12 for further details.
Current report — wording carried from elsewhere
Net income attributable to noncontrolling interests increased $236 million mainly due to an increase in MPLX’s net income.
Current report — wording carried from elsewhere
Renewable Diesel segment revenues increased $726 million primarily due to increased sales volume of 187 thousand gallons per day. Renewable Diesel segment adjusted EBITDA increased $40 million as lower product margins were more than offset by an increase in utilization of our facilities, higher regulatory benefit and increased income from equity method investments. Reduced production capacity in 2024 due to an event at the refinery in late 2023 resulted in lower throughput and impacted margins. Renewable Diesel margins were $151 million in 2025 and $186 million in 2024.
Current report — wording carried from elsewhere
Corporate expenses increased $63 million in 2025 compared to 2024 largely due to an increase in contract services of $52 million.
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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
See Item 8. Financial Statements and Supplementary Data – Note 14 for additional information on these transactions.
Previous report — wording carried elsewhere
We recorded a combined federal, state and foreign income tax expense of $2.82 billion for the year ended December 31, 2023, which was lower than the tax computed at 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 expense of $4.49 billion for the year ended December 31, 2022, which was higher than the tax computed at the U.S. statutory rate primarily due to state taxes, partially offset by permanent tax benefits related to net income attributable to noncontrolling interests. See Item 8. Financial Statements and Supplementary Data – Note 12 for further details.