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What changed in Marathon Petroleum's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Marathon Petroleum's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+478 added−499 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Marathon Petroleum's 2025 10-K

478 paragraphs added · 499 removed · 389 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

111 edited+22 added−23 removed93 unchanged
Biggest changeThe CARB can rewrite and resubmit the amendments for OAL approval. We incur costs to comply with LCFS programs, and these costs may increase if the cost of LCFS credits increases. In sum, the RFS has required, and may in the future continue to require, additional capital expenditures or expenses by us to accommodate increased renewable fuels use.
Biggest changeIn sum, the RFS has required, and may in the future continue to require, additional capital expenditures or expenses by us to accommodate increased renewable fuels use. We may experience a decrease in demand for refined products due to an increase in combined fleet mileage or due to refined products being replaced by renewable fuels.
The Los Angeles refinery processes heavy crude oil from California’s San Joaquin Valley and Los Angeles Basin, as well as crude oils from the Alaska North Slope, South America, West Africa and other international sources, into CARB gasoline and CARB diesel fuel, as well as conventional gasoline, distillates, NGLs and petrochemicals, propane and heavy fuel oil.
The Los Angeles refinery processes heavy crude oil from California’s San Joaquin Valley and Los Angeles Basin, as well as crude oils from the Alaska North Slope, South America, West Africa and other international sources, into CARB gasoline and CARB diesel fuel, as well as conventional gasoline, distillates, NGLs and petrochemicals, heavy fuel oil and propane.
Kenai, Alaska Refinery (68 mbpcd) Our Kenai refinery is located on the Cook Inlet, southwest of Anchorage. The Kenai refinery processes mainly Alaska domestic crude oil, domestic crude oil from North Dakota, along with limited international crude oil into distillates, gasoline, heavy fuel oil, asphalt, NGLs and petrochemicals and propane.
Kenai, Alaska Refinery (68 mbpcd) Our Kenai refinery is located on the Cook Inlet, southwest of Anchorage. The Kenai refinery processes mainly Alaska domestic crude oil, domestic crude oil from North Dakota, along with limited international crude oil into distillates, gasoline, heavy fuel oil, asphalt, propane and NGLs and petrochemicals.
EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) developing cleanup recommendations for PFOA and PFOS, (3) evaluating the listing of PFOA and PFOS as hazardous substances under CERCLA, and (4) conducting toxicity assessments for other PFAS chemicals.
The EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) developing cleanup recommendations for PFOA and PFOS, (3) evaluating the listing of PFOA and PFOS as hazardous substances under CERCLA, and (4) conducting toxicity assessments for other PFAS chemicals.
Additionally, many states are using EPA HALs for PFOS and PFOA and some states are adopting and proposing state-specific drinking water and cleanup standards for various PFAS, including but not limited to PFOS and PFOA. We cannot currently predict the impact of these regulations on our liquidity, financial position, or results of operations.
Additionally, many states are using the EPA HALs for PFOS and PFOA and some states are adopting and proposing state-specific drinking water and cleanup standards for various PFAS, including but not limited to PFOS and PFOA. We cannot currently predict the impact of these regulations on our liquidity, financial position, or results of operations.
In addition, EPA has received three petitions requesting regulatory action on PFAS under RCRA and in February 2024, proposed two regulations that would add nine PFAS, including PFOA and PFOS, to the list of RCRA hazardous constituents and broaden the definition of hazardous waste applicable to corrective action requirements at hazardous waste treatment, storage, and disposal facilities.
In addition, the EPA has received three petitions requesting regulatory action on PFAS under RCRA and in February 2024, proposed two regulations that would add nine PFAS, including PFOA and PFOS, to the list of RCRA hazardous constituents and broaden the definition of hazardous waste applicable to corrective action requirements at hazardous waste treatment, storage, and disposal facilities.
We are also subject at regulated facilities to the Occupational Safety and Health Administration’s Process Safety Management and EPA’s Risk Management Program (“RMP”) requirements, which are intended to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. In 2024, EPA finalized revisions to its RMP regulation.
We are also subject at regulated facilities to the Occupational Safety and Health Administration’s Process Safety Management and the EPA’s Risk Management Program (“RMP”) requirements, which are intended to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. In 2024, the EPA finalized revisions to its RMP regulation.
We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon ® branded outlets and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO ® brand. • Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs.
We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon ® branded outlets and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO ® brand. • Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, treats, processes and transports natural gas; and transports, fractionates, stores and markets NGLs.
Also, on April 26, 2024, EPA issued a final rule establishing national drinking water standards for PFOS, PFOA, perfluorohexane sulfonic acid (“PFHxS”), perfluorononanoic acid (“PFNA”), perfluorobutane sulfonic acid (“PFBS”), and hexafluoropropylene oxide dimer acid and its ammonium salt (also known as “GenX”). Congress may also take further action to regulate PFAS.
Also, on April 26, 2024, the EPA issued a final rule establishing national drinking water standards for PFOS, PFOA, perfluorohexane sulfonic acid (“PFHxS”), perfluorononanoic acid (“PFNA”), perfluorobutane sulfonic acid (“PFBS”), and hexafluoropropylene oxide dimer acid and its ammonium salt (also known as “GenX”). Congress may also take further action to regulate PFAS.
Lyon was appointed Senior Vice President Logistics and Storage of MPLX, effective September 2022, having previously served as Vice President, Operations, and President, Marathon Pipe Line LLC, since November 2018. Prior to his 2018 appointment, he served as Vice President of Operations for Marathon Pipe Line LLC beginning in 2011. Previously, Mr.
Lyon was appointed Senior Vice President Logistics and Storage of MPLX, effective September 2022, having previously served as Vice President Operations and President Marathon Pipe Line LLC since 2018. Prior to his 2018 appointment, he served as Vice President of Operations for Marathon Pipe Line LLC beginning in 2011. Previously, Mr.
These HALs were updated in June 2022, when EPA also issued HALs for two additional PFAS substances. In February 2019, EPA issued a PFAS Action Plan identifying actions it is planning to take to study and regulate various PFAS chemicals.
These HALs were updated in June 2022, when the EPA also issued HALs for two additional PFAS substances. In February 2019, the EPA issued a PFAS Action Plan identifying actions it is planning to take to study and regulate various PFAS chemicals.
It enables us to be an employer of choice in the face of shifting talent needs and availability. Executing our People Strategy requires that we attract and retain the best talent with the right capabilities when we need them.
It enables us to be an employer of choice in the face of shifting talent needs and availability. Executing our People Strategy requires that we attract and retain the best talent with the right skills and capabilities when we need them.
Prior to his 2021 appointment, he served as Vice President, Commercial and Business Development, beginning in October 2018, as Senior Vice President of Engineering Services and Corporate Support of Speedway LLC beginning in 2014, and as Director, Wholesale Marketing, beginning in 2010. Mr.
Prior to his 2021 appointment, he served as Vice President Commercial and Business Development beginning in 2018, as Senior Vice President of Engineering Services and Corporate Support of Speedway LLC beginning in 2014, and as Director Wholesale Marketing beginning in 2010. Mr.
Prior to his 2021 appointment, he served as Senior Vice President, Crude Oil Supply and Logistics, beginning in October 2018, as Manager, Crude Oil & Natural Gas Supply and Trading, beginning in 2014, and as Crude Oil Logistics & Analysis Manager beginning in 2011. Mr.
Prior to his 2021 appointment, he served as Senior Vice President Crude Oil Supply and Logistics beginning in 2018, as Manager Crude Oil & Natural Gas Supply and Trading beginning in 2014, and as Crude Oil Logistics & Analysis Manager beginning in 2011. Mr.
Mr. Floerke was appointed Executive Vice President and Chief Operating Officer of MPLX, effective February 2021, having previously served as Executive Vice President and Chief Operating Officer, Gathering and Processing, Trucks and Rail, since August 2020.
Floerke was appointed Executive Vice President and Chief Operating Officer of MPLX, effective February 2021, having previously served as Executive Vice President and Chief Operating Officer, Gathering and Processing, Trucks and Rail, since August 2020.
The Canton refinery processes sweet and sour crude oils, including production from the nearby Utica Shale, into gasoline, distillates, asphalt, propane, NGLs and petrochemicals and heavy fuel oil. The Canton refinery has earned designation as an OSHA VPP Star site. Mandan, North Dakota Refinery (71 mbpcd) Our Mandan refinery is located outside of Bismarck, North Dakota.
The Canton refinery processes sweet and sour crude oils, including production from the nearby Utica Shale, into gasoline, distillates, asphalt, propane, NGLs and petrochemicals and heavy fuel oil. The Canton refinery has earned designation as an OSHA VPP Star site. Mandan, North Dakota Refinery (72 mbpcd) Our Mandan refinery is located outside of Bismarck, North Dakota.
Wholly Owned Renewable Processing Facilities The Dickinson, North Dakota renewables facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases. The produced renewable diesel generates federal RINs and LCFS credits when sold in California or similar markets.
Wholly Owned Renewable Processing Facilities The Dickinson, North Dakota renewables facility has the capacity to produce 184 million gallons per year of renewable diesel from corn oil, soybean oil, fats and greases. The produced renewable diesel generates federal RINs, 45Z tax credits and LCFS credits when sold in California or similar markets.
Before joining MPC, she served as Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a leading global engineering services and energy technology company, since 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, as Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986.
Before joining MPC, she was Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a leading global engineering services and energy technology company, beginning in 2017, having previously served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. since 2014, as Senior Vice President and Chief Financial Officer since 2011, and in various positions of increasing responsibility with FMC Technologies, Inc. since 1986.
Hessling was appointed Chief Commercial Officer, effective January 1, 2024, having previously served as Senior Vice President, Global Feedstocks, since February 2021.
Hessling was appointed Chief Commercial Officer, effective January 2024, having previously served as Senior Vice President Global Feedstocks since February 2021.
The Robinson refinery processes sweet and sour crude oils into gasoline, distillates, NGLs and petrochemicals, propane and heavy fuel oil. The Robinson refinery has earned designation as an OSHA VPP Star site. Detroit, Michigan Refinery (144 mbpcd) Our Detroit refinery is located in southwest Detroit. It is the only petroleum refinery currently operating in Michigan.
The Robinson refinery processes sweet and sour crude oils into gasoline, distillates, NGLs and petrochemicals, propane and heavy fuel oil. The Robinson refinery has earned designation as an OSHA VPP Star site. Detroit, Michigan Refinery (146 mbpcd) Our Detroit refinery is located in southwest Detroit. It is the only petroleum refinery currently operating in Michigan.
Lyon served in various roles of increasing responsibility with MPC since 1989, including as Manager, Marketing and Transportation Engineering beginning in 2010, and as District Manager, Transport and Rail beginning in 2008. He served as board chair for Liquid Energy Pipeline Association in 2023 and chairs the board of the Louisiana Offshore Oil Port (“LOOP”).
Lyon served in various roles of increasing responsibility with MPC since 1989, including as Manager Marketing and Transportation Engineering beginning in 2010, and as District Manager Transport and Rail beginning in 2008. He served as board chair for Liquid Energy Pipeline Association in 2023 and chairs the board of the Louisiana Offshore Oil Port (LOOP).
Prior to her 2018 appointment, she served as Chief Human Resources Officer at Andeavor since February 2018. Before joining Andeavor, Ms. Laird was Chief Human Resources and Communications Officer for Newell Brands, a global consumer goods company, beginning in May 2016 and Executive Vice President, Human Resources, for Unilever, a global consumer goods company, beginning in 2011. Mr.
Prior to her 2018 appointment, she served as Chief Human Resources Officer at Andeavor beginning in February 2018. Before joining Andeavor, Ms. Laird was Chief Human Resources and Communications Officer for Newell Brands, a global consumer goods company, beginning in 2016 and Executive Vice President Human Resources for Unilever, a global consumer goods company, beginning in 2011. Mr.
Garyville, Louisiana Refinery (606 mbpcd) Our Garyville refinery is located along the Mississippi River in southeastern Louisiana between New Orleans, Louisiana and Baton Rouge, Louisiana. The Garyville refinery is configured to process a wide variety of crude oils into gasoline, distillates, NGLs and petrochemicals, propane, asphalt and heavy fuel oil.
Garyville, Louisiana Refinery (617 mbpcd) Our Garyville refinery is located along the Mississippi River in southeastern Louisiana between New Orleans, Louisiana and Baton Rouge, Louisiana. The Garyville refinery is configured to process a wide variety of crude oils into gasoline, distillates, NGLs and petrochemicals, propane, asphalt and heavy fuel oil.
We also have long-term supply contracts for 1,161 direct dealer locations primarily in Southern California, largely under the ARCO ® brand. We believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers and consumers within our market area.
We also have long-term supply contracts for 1,162 direct dealer locations primarily in Southern California, largely under the ARCO ® brand. We believe we are one of the largest wholesale suppliers of gasoline and distillates to resellers and consumers within our market area.
The Mandan refinery processes primarily sweet domestic crude oil from North Dakota into gasoline, distillates, heavy fuel oil, propane and NGLs and petrochemicals. Salt Lake City, Utah Refinery (68 mbpcd) Our Salt Lake City refinery is the largest in Utah and is located north of downtown Salt Lake City.
The Mandan refinery processes primarily sweet domestic crude oil from North Dakota into gasoline, distillates, propane, heavy fuel oil and NGLs and petrochemicals. Salt Lake City, Utah Refinery (70 mbpcd) Our Salt Lake City refinery is the largest in Utah and is located north of downtown Salt Lake City.
Before joining MPC, he served as Vice President and Chief Information Officer (“CIO”) at GE Healthcare, a segment of General Electric Company (“GE”) that provides medical technologies and services, beginning in April 2018, having previously served as Senior Vice President and CIO, Services, of GE, a multinational conglomerate, since January 2017 and as CIO, Power Services, with GE Power since 2014, and in various positions of increasing responsibility with GE and its subsidiaries since 2000.
Before joining MPC, he was Vice President and Chief Information Officer (“CIO”) at GE Healthcare, a segment of General Electric Company (“GE”) that provides medical technologies and services, beginning in 2018, having previously served as Senior Vice President and CIO Services at GE, a multinational conglomerate, beginning in 2017, as CIO Power Services at GE Power beginning in 2014, and in various positions of increasing responsibility with GE and its subsidiaries since 2000.
As of December 31, 2024, we owned the general partner of MPLX and approximately 64 percent of the outstanding MPLX common units. • Renewable Diesel – processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable diesel through our Midstream segment and third parties.
As of December 31, 2025, we owned the general partner of MPLX and approximately 64 percent of the outstanding MPLX common units. • Renewable Diesel – processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable diesel through our Midstream segment and third parties.
We believe that we are in material compliance with all applicable laws and regulations regarding the security of our facilities. Tribal Lands Various federal agencies, including EPA and the Department of the Interior, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and gas operations on Native American tribal lands where we operate.
We believe that we are in material compliance with all applicable laws and regulations regarding the security of our facilities. 13 Table of Contents Tribal Lands Various federal agencies, including the EPA and the Department of the Interior, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and gas operations on Native American tribal lands where we operate.
In addition, our website allows investors and other interested persons to sign up to automatically receive email alerts when we post news releases and financial information on our website. Information contained on our website is not incorporated into this Annual Report on Form 10-K or other securities filings. 17 T able of Contents
In addition, our website allows investors and other interested persons to sign up to automatically receive email alerts when we post news releases and financial information on our website. Information contained on our website is not incorporated into this Annual Report on Form 10-K or other securities filings. 17 Table of Contents
Powell was appointed Senior Vice President and Chief Digital Officer, effective July 2020.
Mr. Powell was appointed Senior Vice President and Chief Digital Officer, effective July 2020.
Empowering our people and prioritizing accountability are also key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision. Employee Profile As of December 31, 2024, we employed approximately 18,300 people in full-time and part-time roles. Many of these employees provide services to MPLX, for which we are reimbursed in accordance with employee service agreements.
Empowering our people and prioritizing accountability are also key components for developing MPC’s high-performing culture, which is critical to achieving our strategic vision. Employee Profile As of December 31, 2025, we employed approximately 18,500 people in full-time and part-time roles. Many of these employees provide services to MPLX, for which we are reimbursed in accordance with employee service agreements.
The refinery has access to the export market and multiple options to sell refined products. Our Garyville refinery has earned designation as an OSHA VPP Star site. Mid-Continent Region (1,174 mbpcd) Catlettsburg, Kentucky Refinery (300 mbpcd) Our Catlettsburg refinery is located in northeastern Kentucky on the western bank of the Big Sandy River, near the confluence with the Ohio River.
The refinery has access to the export market and multiple options to sell refined products. Our Garyville refinery has earned designation as an OSHA VPP Star site. Mid-Continent Region (1,186 mbpcd) Catlettsburg, Kentucky Refinery (307 mbpcd) Our Catlettsburg refinery is located in northeastern Kentucky on the western bank of the Big Sandy River, near the confluence with the Ohio River.
In general, we expect industry and regulatory safety standards to become more stringent over time, resulting in increased compliance expenditures. While these expenditures cannot be accurately estimated at this time, we do not expect such expenditures will have a material adverse effect on our results of operations. 13 T able of Contents The U.S.
In general, we expect industry and regulatory safety standards to become more stringent over time, resulting in increased compliance expenditures. While these expenditures cannot be accurately estimated at this time, we do not expect such expenditures will have a material adverse effect on our results of operations. The U.S.
We believe each candidate brings a new perspective to our workforce, and we actively seek candidates with a variety of backgrounds and experience. 14 T able of Contents We equip our employees at every level with classroom training, online courses and on the job activities that provide the knowledge and skills necessary to perform their daily job functions safely and successfully.
We believe each candidate brings a new perspective to our workforce, and we actively seek candidates with a variety of backgrounds and experience. We equip our employees at every level with classroom training, online courses and on the job activities that provide the knowledge and skills necessary to perform their daily job functions safely and successfully.
Our cogeneration facility, which supplies the Galveston Bay refinery, currently has 1,055 megawatts of electrical production capacity and can produce 4.3 million pounds of steam per hour. Approximately 47 percent of the power generated in 2024 was used at the refinery, with the remaining electricity being sold into the electricity grid.
Our cogeneration facility, which supplies the Galveston Bay refinery, currently has 1,055 megawatts of electrical production capacity and can produce 4.3 million pounds of steam per hour. Approximately 49 percent of the power generated in 2025 was used at the refinery, with the remaining electricity being sold into the electricity grid.
Our operating results are affected by price changes in renewable feedstocks as well as changes in competitive conditions in the markets we serve. Price differentials between the various renewable feedstocks also affect our operating results. Demand for renewable diesel may increase during the spring and summer months due to seasonal increases in agricultural activities.
Our operating results are affected by price changes in renewable feedstocks as well as 9 Table of Contents changes in competitive conditions in the markets we serve. Price differentials between the various renewable feedstocks also affect our operating results. Demand for renewable diesel may increase during the spring and summer months due to seasonal increases in agricultural activities.
Our annual bonus program, for which all employees are eligible, is a critical component of our compensation as it rewards employees for MPC’s achievement against preset goals, encouraging employee commitment and ownership of results.
Our annual bonus program, for which all employees are eligible, is a critical component of our compensation as it rewards employees for MPC’s achievement against preset goals, encouraging employee commitment 14 Table of Contents and ownership of results.
The Detroit refinery processes sweet and heavy sour crude oils into gasoline, distillates, NGLs and petrochemicals, asphalt, propane and heavy fuel oil. Our Detroit refinery has earned designation as an OSHA VPP Star site. 5 T able of Contents El Paso, Texas Refinery (133 mbpcd) Our El Paso refinery is located east of downtown El Paso.
The Detroit refinery processes sweet and heavy sour crude oils into gasoline, distillates, NGLs and petrochemicals, asphalt, propane and heavy fuel oil. Our Detroit refinery has earned designation as an OSHA VPP Star site. El Paso, Texas Refinery (133 mbpcd) Our El Paso refinery is located east of downtown El Paso.
As a result, the operating results for our Refining & Marketing segment for the first and fourth quarters may be lower than for those in the second and third quarters of each calendar year. 8 T able of Contents Midstream The Midstream segment primarily includes the operations of MPLX, our sponsored MLP, and certain related operations retained by MPC.
As a result, the operating results for our Refining & Marketing segment for the first and fourth quarters may be lower than for those in the second and third quarters of each calendar year. Midstream The Midstream segment primarily includes the operations of MPLX, our sponsored MLP, and certain related operations retained by MPC.
We cannot currently predict the impact of potential statutes or regulations on our remediation costs. 12 T able of Contents Vehicle and Fuel Requirements Fuel Economy and GHG Emission Standards for Vehicles The National Highway Traffic Safety Administration (“NHTSA”) establishes corporate average fuel economy (“CAFE”) standards for passenger cars and light trucks.
We cannot currently predict the impact of potential statutes or regulations on our remediation costs. Vehicle and Fuel Requirements Fuel Economy and GHG Emission Standards for Vehicles The National Highway Traffic Safety Administration (“NHTSA”) establishes corporate average fuel economy (“CAFE”) standards for passenger cars and light trucks.
Paul Park refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, NGLs and petrochemicals, propane and heavy fuel oil. Canton, Ohio Refinery (100 mbpcd) Our Canton refinery is located south of Cleveland, Ohio.
Paul Park refinery processes sweet and heavy sour crude oils into gasoline, distillates, asphalt, propane, NGLs and petrochemicals and heavy fuel oil. 5 Table of Contents Canton, Ohio Refinery (100 mbpcd) Our Canton refinery is located south of Cleveland, Ohio.
OPA-90 also requires the 11 T able of Contents responsible company to pay resulting removal costs and damages and provides for civil penalties and criminal sanctions for violations of its provisions. We operate tank vessels and facilities from which spills of oil and hazardous substances could occur.
OPA-90 also requires the responsible company to pay resulting removal costs and damages and provides for civil penalties and criminal sanctions for violations of its provisions. We operate tank vessels and facilities from which spills of oil and hazardous substances could occur.
RCRA and similar state laws may also impose liability for removing or remediating releases of hazardous or non-hazardous wastes from impacted properties. The EPA’s rule designating PFOS and PFOA as hazardous substances under CERCLA Section 102(a) became effective on July 8, 2024.
RCRA and similar state laws may also impose liability for removing or remediating releases of hazardous or non-hazardous wastes from impacted properties. The EPA’s rule designating PFOS and PFOA as hazardous substances under CERCLA Section 102(a) became effective on July 8, 2024. The rule has been challenged in court.
Refined Product Sales Our refined products are sold to independent retailers, wholesale customers, our brand jobbers and direct dealers. In addition, we sell refined products for export to international customers. As of December 31, 2024, there were 7,738 brand jobber outlets in 39 states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets.
Refined Product Sales Our refined products are sold to independent retailers, wholesale customers, our brand jobbers and direct dealers. In addition, we sell refined products for export to international customers. As of December 31, 2025, there were 7,882 brand jobber outlets in 40 states, the District of Columbia and Mexico where independent entrepreneurs primarily maintain Marathon-branded outlets.
Benson served as Assistant General Counsel, Corporate and Finance, beginning in 2012, and as Group Counsel, Corporate and Finance, beginning in 2011. Ms. Laird was appointed Chief Human Resources Officer and Senior Vice President Communications, effective February 2021, having previously served as Chief Human Resources Officer since October 2018.
Prior to her 2016 appointment, Ms. Benson served as Assistant General Counsel Corporate and Finance beginning in 2012, and as Group Counsel Corporate and Finance beginning in 2011. Ms. Laird was appointed Chief Human Resources Officer and Senior Vice President Communications, effective February 2021, having previously served as Chief Human Resources Officer since October 2018.
Marketed volumes directly to end-users, including branded retail stations, were 2,429 mbpd, 2,385 mbpd and 2,356 mbpd for the years ended December 31, 2024, 2023 and 2022, respectively. Refined Product Sales Destined for Export We sell gasoline, distillates and asphalt for export, primarily out of our Garyville, Galveston Bay, Anacortes and Los Angeles refineries.
Marketed volumes directly to end-users, including branded retail stations, were 2,449 mbpd, 2,429 mbpd and 2,385 mbpd for the years ended December 31, 2025, 2024 and 2023, respectively. Refined Product Sales Destined for Export We sell gasoline, distillate, asphalt and NGLs for export, primarily out of our Garyville, Galveston Bay, Anacortes and Los Angeles refineries.
Subsequent changes to those rates are not grandfathered. New rates have since been established after EPAct 1992 for certain pipelines, and certain of our pipelines have subsequently been approved to charge market-based rates. FERC permits regulated oil pipelines to change their rates within prescribed ceiling levels that are tied to an inflation index.
New rates have since been established after the EPAct 1992 for certain pipelines, and certain of our pipelines have subsequently been approved to charge market-based rates. FERC permits regulated oil pipelines to change their rates within prescribed ceiling levels that are tied to an inflation index.
Fluorine-free firefighting foams are currently under development but have not yet proven to be as effective as AFFFs containing PFAS. In May 2016, EPA issued lifetime health advisory levels (“HALs”) and health effects support documents for two PFAS substances - perfluorooctanoic acid (“PFOA”) and perfluorooctane sulfonate (“PFOS”).
Fluorine-free firefighting foams are currently under development but have not yet proven to be as effective as AFFFs containing PFAS for all applications. 11 Table of Contents In May 2016, the EPA issued lifetime health advisory levels (“HALs”) and health effects support documents for two PFAS substances - perfluorooctanoic acid (“PFOA”) and perfluorooctane sulfonate (“PFOS”).
We own a fleet of transport trucks and trailers for the movement of refined products and crude oil. In addition, we maintain a fleet of leased and owned railcars for the movement and storage of refined products. The locations and detailed information about our Refining & Marketing assets are included under Item 2. Properties and are incorporated herein by reference.
In addition, we maintain a fleet of leased and owned railcars for the movement and storage of refined products. The locations and detailed information about our Refining & Marketing assets are included under Item 2. Properties and are incorporated herein by reference.
Product availability varies by refinery and includes, among others, propylene, butane, xylene, benzene, cumene and toluene. We market these products domestically to customers in the chemical, 7 T able of Contents agricultural and fuel-blending industries.
Product availability varies by refinery and includes, among others, propylene, xylene, butane, benzene, toluene and cumene. We market these products domestically to customers in the chemical, agricultural and fuel-blending industries.
Prior to his 2020 appointment, he served as Executive Vice President, Gathering and Processing, beginning in 2018, as Executive Vice President and Chief Operating Officer, MarkWest Operations, beginning in July 2017, and as Executive Vice President and Chief Commercial Officer, MarkWest Assets, beginning in 2015, at the time of MPLX’s acquisition of MarkWest Energy Partners, L.P. Before joining MPLX, Mr.
Prior to his 2020 appointment, he served as Executive Vice President Gathering and Processing beginning in 2018, as Executive Vice President and Chief Operating Officer, MarkWest Operations, beginning in July 2017, and as Executive Vice President and Chief Commercial Officer, MarkWest Assets, beginning in December 2015 upon our acquisition of MarkWest Energy Partners, L.P. Before joining MPLX, Mr.
During 2024, our refineries processed 2,714 mbpd of crude oil and 208 mbpd of other charge and blendstocks. During 2023, our refineries processed 2,677 mbpd of crude oil and 226 mbpd of other charge and blendstocks. Our refineries include crude oil atmospheric and vacuum distillation, fluid catalytic cracking, hydrocracking, catalytic reforming, coking, desulfurization and sulfur recovery units.
During 2024, our refineries processed 2,714 mbpd of crude oil and 208 mbpd of other charge and blendstocks. 4 Table of Contents Our refineries include crude oil atmospheric and vacuum distillation, fluid catalytic cracking, hydrocracking, catalytic reforming, coking, desulfurization and sulfur recovery units.
Lowering of the National Ambient Air Quality Standards (“NAAQS”) and subsequent designation as a nonattainment area could result in increased costs associated with, or result in cancellation or delay of, capital projects at our or our customers’ facilities, or could require emission reductions that could result in increased costs to us or our customers.
Lowering of the NAAQS and subsequent designation as a nonattainment area could result in increased costs associated with, or result in cancellation or delay of, capital projects at our or our customers’ facilities, or could require emission reductions that could result in increased costs to us or our customers.
We also provide retirement programs, life insurance, family building and support programs, sick and disability benefits, education assistance, as well as support the well-being of our employees and their families through a comprehensive Employee Assistance Program and financial wellness tools.
We also provide retirement programs, including a 401(k) plan and active defined benefit plan, life insurance, family building and support programs, sick and disability benefits, education assistance, as well as support the well-being of our employees and their families through a comprehensive Employee Assistance Program and financial wellness tools.
Competition, Market Conditions and Seasonality Our Midstream operations face competition for natural gas gathering, crude oil transportation and in obtaining natural gas supplies for our processing and related services; in obtaining unprocessed NGLs for gathering, transportation and fractionation; and in marketing our products and services.
Properties and are incorporated herein by reference. Competition, Market Conditions and Seasonality Our Midstream operations face competition for natural gas gathering, crude oil transportation and in obtaining natural gas supplies for our processing and related services; in obtaining unprocessed NGLs for gathering, transportation and fractionation; and in marketing our products and services.
Previously, Ms. Kazarian was Managing Director of MLP, Midstream and Natural Gas Equity Research at Deutsche Bank, a global investment bank and financial services company, beginning in 2014, and an analyst specializing on various energy industry subsectors with Fidelity Management & Research Company, a privately held investment manager, beginning in 2005. Ms.
Kazarian was Managing Director of MLP, Midstream and Natural Gas Equity Research at Deutsche Bank, a global investment bank and financial services company, beginning in 2014, and an analyst specializing on various energy industry subsectors with Fidelity Management & Research Company, a privately held investment manager, beginning in 2005. Ms. Niese was appointed Vice President Treasury, effective January 2023.
Gulf Coast Region (1,237 mbpcd) Galveston Bay, Texas City, Texas Refinery (631 mbpcd) Our Galveston Bay refinery is a combination of our former Texas City refinery and Galveston Bay refinery. Following the completion of the STAR project in 2023, which added 40 mbpcd of capacity, it is now our largest refinery.
Gulf Coast Region (1,248 mbpcd) Galveston Bay, Texas City, Texas Refinery (631 mbpcd) Our Galveston Bay refinery is a combination of our former Texas City refinery and Galveston Bay refinery. Following the completion of the South Texas Asset Repositioning (“STAR”) project in 2023, which added 40 mbpcd of capacity, it is now our largest refinery.
Ms. Mannen serves on the executive committee of the American Petroleum Institute (API), the executive committee of American Fuel and Petrochemical Manufacturers (AFPM), and the executive committee of the Ohio Business Roundtable, and is a member of The Business Council. Mr.
Ms. Mannen serves as chairman of the American Petroleum Institute (API), on the executive committee of American Fuel and Petrochemical Manufacturers (AFPM) and the executive committee of the Ohio Business Roundtable, and is 15 Table of Contents a member of The Business Council.
Niese was appointed Vice President Treasury, effective January 2023. Prior to this appointment, she served as Assistant Treasurer beginning in February 2017, as Corporate Finance Manager beginning in October 2014, and as Brand Coordinating Manager beginning in 2011, having previously served in various analytical roles within Crude Supply, Terminals, Transportation and Rail and Internal Audit since joining MPC in 2003.
Prior to this appointment, she served as Assistant Treasurer beginning in February 2017, as Corporate Finance Manager beginning in October 2014, and as Brand Coordinating Manager beginning in 2011, having previously served in various analytical roles within Crude Supply, Terminals, Transportation and Rail and Internal Audit since joining MPC in 2003. Mr.
We cannot predict the effects of the various state implementation plan requirements at this time. In California, the Governing Board for the South Coast Air Quality Management District (“SCAQMD”) adopted Rule 1109.1 in November 2021, which establishes Best Available Retrofit Control Technology (“BARCT”) oxides of nitrogen (“NOx”) and carbon monoxide (“CO”) emission limits for combustion equipment at petroleum refineries.
In California, the Governing Board for the South Coast Air Quality Management District (“SCAQMD”) adopted Rule 1109.1 in November 2021, which establishes Best Available Retrofit Control Technology (“BARCT”) oxides of nitrogen (“NOx”) and carbon monoxide (“CO”) emission limits for combustion equipment at petroleum refineries.
Led by employees with involvement and support from executive sponsors, our networks connect colleagues from across the company and provide opportunities for development, networking, and community involvement. EXECUTIVE OFFICERS Following is information about the executive officers and corporate officers of MPC: Name Age as of February 1, 2025 Position with MPC Maryann T.
Led by employees with involvement and support from executive sponsors, our networks connect colleagues from across the company and provide opportunities for development, networking, and community involvement. EXECUTIVE OFFICERS Following is information about MPC’s executive and corporate officers: Name Age as of February 1, 2026 Position with MPC Maryann T. Mannen* 63 Chairman, President and Chief Executive Officer Maria A.
( mbpd ) 2024 (a) 2023 (a) 2022 (a) Gasoline 1,922 1,933 1,870 Distillates 1,187 1,128 1,160 NGLs and petrochemicals 231 220 220 Asphalt 82 82 89 Propane 104 90 93 Heavy fuel oil 59 57 66 Total 3,585 3,510 3,498 (a) Refined product sales include volumes marketed directly to end-users and trading/supply volumes such as bulk sales to large unbranded resellers and other downstream companies.
( mbpd ) 2025 (a) 2024 (a) 2023 (a) Gasoline 1,980 1,922 1,933 Distillates 1,237 1,187 1,128 Propane 97 104 90 NGLs and petrochemicals 232 231 220 Heavy fuel oil 94 59 57 Asphalt 78 82 82 Total 3,718 3,585 3,510 (a) Refined product sales include volumes marketed directly to end-users and trading/supply volumes such as bulk sales to large unbranded resellers and other downstream companies.
Asphalt We have refinery-based asphalt production capacity of 143 mbpcd, which includes asphalt cements, polymer-modified asphalt, emulsified asphalt, industrial asphalts and roofing flux. We have a broad customer base, including asphalt-paving contractors, resellers, government entities (states, counties, cities and townships) and asphalt roofing shingle manufacturers. We sell asphalt in the domestic and export wholesale markets via rail, barge and vessel.
Asphalt We have refinery-based asphalt production capacity of 143 mbpcd, which includes asphalt cements, polymer-modified asphalt, emulsified asphalt, industrial asphalts and roofing flux. We have a broad customer base, including asphalt-paving contractors, resellers, government entities (states, counties, cities and townships) and asphalt roofing shingle manufacturers.
Item 1. Business OVERVIEW MPC has more than 135 years of history in the energy business, and is a leading, integrated, downstream energy company.
Item 1. Business OVERVIEW MPC has nearly 140 years of history in the energy business, and is a leading, integrated, downstream and midstream energy company.
EPAct 1992 deemed certain interstate petroleum pipeline rates then in effect to be just and reasonable under the ICA. These rates are commonly referred to as “grandfathered rates.” Our rates for interstate transportation service in effect for the 365-day period ending on the date of the passage of EPAct 1992 were deemed just and reasonable and therefore are grandfathered.
These rates are commonly referred to as “grandfathered rates.” Our rates for interstate transportation service in effect for the 365-day period ending on the date of the passage of the EPAct 1992 were deemed just and reasonable and therefore are grandfathered. Subsequent changes to those rates are not grandfathered.
( mbpd ) 2024 2023 2022 United States 1,840 1,782 1,895 Canada 604 597 539 Other international 270 298 327 Total 2,714 2,677 2,761 Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges.
( mbpd ) 2025 2024 2023 United States 1,966 1,840 1,782 Canada 599 604 597 Other international 222 270 298 Total 2,787 2,714 2,677 6 Table of Contents Our refineries receive crude oil and other feedstocks and distribute our refined products through a variety of channels, including pipelines, trucks, railcars, ships and barges.
The rule titled “Standards of Performance for New, Reconstructed, and Modified Sources and Emissions Guidelines for Existing Sources: Oil and Gas Sector Climate Review” requires MPLX to control and reduce methane emissions within its natural gas gathering and boosting operations and gas processing facilities.
The EPA’s final rule titled “Standards of Performance for New, Reconstructed, and Modified Sources and Emissions Guidelines for Existing Sources: Oil and Natural Gas Sector Climate Review,” which was published in March 2024, requires MPLX to control and reduce methane emissions within its natural gas gathering and boosting operations and gas processing facilities.
Mannen also was appointed President and Chief Executive Officer of MPLX, effective August 1, 2024, and has served as a member of MPLX’s Board of Directors since February 2021.
Mannen also was elected Chairman of MPLX’s Board of Directors, effective January 2026, having served as President and Chief Executive Officer of MPLX since August 2024, and as a member of MPLX’s Board of Directors since February 2021.
Prior to his 2021 appointment, he served as Senior Vice President, Marketing, beginning in October 2018, as Vice President, Business Development, beginning in February 2018, as Director of Business Development beginning in January 2017, as Manager of Crude Oil Logistics beginning in 2014, and as Vice President, Business Development and Franchise, at Speedway beginning in 2012. 16 T able of Contents Mr.
Prior to his 2024 appointment, he served as Senior Vice President Global Clean Products beginning in February 2021, as Senior Vice President Marketing beginning in October 2018, as Vice President Business Development beginning in February 2018, as Director Business Development beginning in 2017, as Manager Crude Oil Logistics beginning in 2014, and as Vice President Business Development and Franchise at Speedway beginning in 2012.
Floerke was Executive Vice President and Chief Commercial Officer at MarkWest beginning in 2015, and Senior Vice President, Northeast region, at MarkWest beginning in 2013. Previously, Mr. Floerke held senior management positions at Access Midstream Partners, L.P. from 2011 until 2013. Mr.
Floerke was Executive Vice President and Chief Commercial Officer at MarkWest beginning in 2015, and Senior Vice President, Northeast Region, at MarkWest beginning in 2013. Previously, he held senior management positions at Access Midstream Partners, L.P. from 2011 until 2013. Mr. Floerke is a member of the board of directors of TransTech Group, LLC. Mr.
The specialization within each group allows us to specifically address MPC’s broad range of current and future talent needs, as well as devote time and attention to candidates during the hiring process.
Our Talent Acquisition team consists of three segments: Executive Recruiting, Experienced Recruiting and University Recruiting. The specialization within each group allows us to specifically address MPC’s broad range of current and future talent needs, as well as devote time and attention to candidates during the hiring process.
( mbpd ) 2024 2023 2022 Gasoline 1,490 1,526 1,494 Distillates 1,070 1,037 1,068 Propane 67 66 70 NGLs and petrochemicals 192 182 178 Heavy fuel oil 59 52 73 Asphalt 81 80 89 Total 2,959 2,943 2,972 6 T able of Contents Crude Oil Supply We obtain the crude oil we refine through negotiated term contracts and purchases or exchanges on the spot market.
( mbpd ) 2025 2024 2023 Gasoline 1,499 1,490 1,526 Distillates 1,093 1,070 1,037 Propane 67 67 66 NGLs and petrochemicals 195 192 182 Heavy fuel oil 90 59 52 Asphalt 79 81 80 Total 3,023 2,959 2,943 Crude Oil Supply We obtain the crude oil we refine through negotiated term contracts and purchases or exchanges on the spot market.
A carrier must, as a general rule, utilize the indexing methodology to change its rates. Cost-of-service ratemaking, market-based rates and settlement rates are alternatives to the indexing approach and may be used in certain specified circumstances to change rates. Air GHG Emissions Currently, legislative and regulatory measures to address GHG emissions are in various phases of review, discussion or implementation.
A carrier must, as a general rule, utilize the indexing methodology to change its rates. Cost-of-service ratemaking, market-based rates and settlement rates are alternatives to the indexing approach and may be used in certain specified circumstances to change rates. Air GHG Emissions Certain states and regions have adopted, or are considering, rules regulating GHG emissions.
Both full-time and part-time employees are eligible for these benefits. Inclusion Inclusion is embedded in our People Strategy, guided by our core values, and supported by a dedicated team of subject matter experts and leadership. Our People Strategy is based on three pillars: building a diverse workforce, creating a more inclusive culture, and contributing to our thriving communities.
Both full-time and part-time employees are eligible for these benefits. Inclusion Inclusion is embedded in our People Strategy, guided by our core values, and supported by a dedicated team of subject matter experts and leadership.
Mr. Wilkins was appointed Senior Vice President Health, Environment, Safety and Security, effective February 2021. Prior to this appointment, he served as Vice President, Environment, Safety and Security, beginning in October 2018, Director, Environment, Safety, Security and Product Quality, beginning in February 2016, and Director, Refining Environmental, Safety, Security and Process Safety Management, beginning in 2013. Ms.
Prior to this appointment, he served as Vice President Environment, Safety and Security beginning in 2018, as Director Environment, Safety, Security and Product Quality beginning in 2016, and as Director Refining Environmental, Safety, Security and Process Safety Management beginning in 2013. 16 Table of Contents Ms. Brzezinski was appointed Vice President and Controller, effective January 2024.
To date, these states have not provided significant details as to achievement of these goals; however, meeting these aspirations will require a reduction in fossil fuel combustion and/or a mechanism to capture GHGs from the atmosphere. As a result, we cannot currently predict the impact of these potential regulations on our liquidity, financial position, or results of operations.
To date, these states have not provided significant details as to achievement of these goals; however, meeting these aspirations will require a reduction in fossil fuel combustion and/or a mechanism to capture GHGs from the 10 Table of Contents atmosphere.
( mbpd ) 2024 2023 2022 Gasoline 116 119 105 Distillates 199 156 158 Other 55 64 52 Total 370 339 315 Gasoline and Distillates We sell gasoline, gasoline blendstocks and distillates (including No. 1 and No. 2 fuel oils, jet fuel, kerosene and diesel) to wholesale customers, branded jobbers, direct dealers and on the spot market.
( mbpd ) 2025 2024 2023 Gasoline 114 116 119 Distillates 195 199 156 Asphalt, NGLs and other 92 87 88 Total 401 402 363 Gasoline and Distillates We sell gasoline, gasoline blendstocks and distillates (including No. 1 and No. 2 fuel oils, jet fuel, kerosene and diesel) to wholesale customers, branded jobbers, direct dealers and on the spot market.
Mannen was appointed President and Chief Executive Officer, and was elected a member of the Board, effective August 1, 2024. She previously served as President since January 1, 2024, and as Executive Vice President and Chief Financial Officer from January 2021 through December 2023. Ms.
Mannen previously served as President since January 2024, and as Executive Vice President and Chief Financial Officer from January 2021 through December 2023. Ms.
Brzezinski was Director, Assurance and Audit Services, at PricewaterhouseCoopers LLP, a professional services and accounting firm, beginning in 2018, and Senior Manager beginning in 2013. She was Manager, Technical Accounting, at Cooper Tire & Rubber Company, an automotive tire manufacturer, from 2011 to 2013. Previously, Ms. Brzezinski served in positions of increasing responsibility with PricewaterhouseCoopers LLP beginning in 2004. Ms.
She was Manager, Technical Accounting, at Cooper Tire & Rubber Company, an automotive tire manufacturer, from 2011 to 2013. Previously, Ms. Brzezinski served in positions of increasing responsibility with PricewaterhouseCoopers LLP beginning in 2004. Ms. Kazarian was appointed Vice President Finance and Investor Relations, effective January 2023, having previously served as Vice President Investor Relations since 2018.
Benson was appointed Chief Legal Officer and Corporate Secretary, effective January 1, 2024, having previously served as Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary since June 2018, and as Vice President, Chief Compliance Officer and Corporate Secretary since 2016. Prior to her 2016 appointment, Ms.
Khoury spent five years with Cargill, Inc., where she began her finance career. Ms. Benson was appointed Chief Legal Officer and Corporate Secretary, effective January 2024, having previously served as Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary since 2018, and as Vice President, Chief Compliance Officer and Corporate Secretary since 2016.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTo date, the impacts of prior events and incidents have not had a material adverse effect on us. 19 T able of Contents Cybersecurity incidents involving our information technology systems or those of our third-party business partners and service providers can result in theft, destruction, loss, misappropriation or release of confidential financial data, regulated personal data, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory review, investigations, or scrutiny; reduce our customers’ willingness to do business with us; disrupt our operations and the services we provide to customers; and subject us to litigation and legal liability under international, U.S. federal and state laws.
Biggest changeCybersecurity incidents involving our information technology systems or those of our third-party business partners and service providers can result in theft, destruction, loss, misappropriation or release of confidential financial data, personal data, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory review, investigations, or scrutiny; reduce our customers’ willingness to do business with us; disrupt our operations and the services we provide to customers; and subject us to litigation and legal liability under international, U.S. federal and state laws. 19 Table of Contents Any of such results could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.
As a producer of petroleum-based motor fuels, we are obligated to blend renewable fuels into the products we produce at a rate that is at least commensurate to EPA’s quota and, to the extent we do not, we must purchase RINs in the open market to satisfy our obligation under the RFS program.
As a producer of petroleum-based motor fuels, we are obligated to blend renewable fuels into the products we produce at a rate that is at least commensurate to the EPA’s quota and, to the extent we do not, we must purchase RINs in the open market to satisfy our obligation under the RFS program.
We rely on such systems to process, transmit and store electronic information, including financial records and regulated personal data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, credit card payments and authorizations at certain of our customers’ retail outlets, financial transactions, banking and numerous other processes and transactions.
We rely on such systems to process, transmit and store electronic information, including financial records and personal data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, credit card payments and authorizations at certain of our customers’ retail outlets, financial transactions, banking and numerous other processes and transactions.
Prices are dependent upon a variety of factors, including EPA, LCFS, and other regulations, reduction of the benefits, the availability of RINs or credits for purchase, any of the products we produce are deemed not to qualify for compliance, and levels of transportation fuels produced, which can vary significantly from quarter to quarter.
Prices are dependent upon a variety of factors, including the EPA, LCFS, and other regulations, reduction of the benefits, the availability of RINs or credits for purchase, whether any of the products we produce are deemed not to qualify for compliance, and levels of transportation fuels produced, which can vary significantly from quarter to quarter.
If federal, state and local legislation and regulatory initiatives relating to hydraulic fracturing or other oil and gas production activities are enacted or expanded, such efforts could impede oil and gas production, increase producers’ cost of compliance, and result in reduced volumes available for our midstream assets to gather, process and fractionate.
If federal, state and local legislation and regulatory initiatives relating to hydraulic fracturing or other oil and gas production activities are enacted or expanded, such efforts could impede oil and gas production, increase producers’ cost of compliance, and result in reduced volumes available for our midstream assets to gather, treat, process and fractionate.
Failure by us, or an entity in which we have an interest, to adequately manage the risks associated with any acquisitions or joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and adversely affect our reputation, business, financial condition, results of operations and cash flows.
Failure by us, or an entity in which we have an interest, to adequately manage the risks associated with any joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and adversely affect our reputation, business, financial condition, results of operations and cash flows.
These include provisions: • providing that our board of directors fixes the number of members of the board; • providing for the division of our board of directors into three classes with staggered terms; • providing that only our board of directors may fill board vacancies; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; 29 T able of Contents • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; • establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation; • providing that our directors may only be removed for cause; • authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and • authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
These include provisions: • providing that our board of directors fixes the number of members of the board; • providing for the division of our board of directors into three classes with staggered terms; • providing that only our board of directors may fill board vacancies; • limiting who may call special meetings of stockholders; • prohibiting stockholder action by written consent, thereby requiring stockholder action to be taken at a meeting of the stockholders; • establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; • establishing supermajority vote requirements for certain amendments to our restated certificate of incorporation; • providing that our directors may only be removed for cause; 29 Table of Contents • authorizing a large number of shares of common stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us; and • authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt.
Together, these trends and developments have had and are expected to continue to have an adverse effect on sales of our liquid transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
Together, these developments have had and are expected to continue to have an adverse effect on sales of our liquid transportation fuels, which in turn could have a material and adverse effect on our business, financial condition, results of operations and cash flows.
Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including: • increasing our vulnerability to changing economic, regulatory and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; • limiting our ability to pay dividends to our stockholders; • limiting our ability to borrow additional funds; and • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
Our indebtedness may impose various restrictions and covenants on us that could have material adverse consequences, including: 22 Table of Contents • increasing our vulnerability to changing economic, regulatory and industry conditions; • limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industry; • limiting our ability to pay dividends to our stockholders; • limiting our ability to borrow additional funds; and • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
Our margins from the sale of gasoline and other refined products are influenced by a number of conditions, including the price of crude oil and other feedstocks.
Our margins from the sale of refined products are influenced by a number of conditions, including the price of crude oil and other feedstocks.
Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments. For example, California and Washington have enacted cap-and-trade programs and low carbon fuel standards.
Requiring reductions in these emissions could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls at our facilities and (iii) administer and manage any emissions programs, including acquiring emission credits or allotments. For example, California and Washington have enacted low carbon fuel standards.
We cannot reasonably predict the impact that full implementation of SB X1-2 or AB X2-1 will have on our California operations or our company nor can we predict the impact from similarly focused legislation or actions in other jurisdictions in which we operate our refineries.
We cannot reasonably predict the impact that full implementation of SB X1-2 or AB X2-1 will have on our California operations nor can we predict the impact from similarly focused legislation or actions in other jurisdictions in which we operate.
Future transactions involving the addition of new assets or businesses will present risks, which may include, among others: • inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs; • an inability to successfully integrate, or a delay in the successful integration of, assets or businesses we acquire; • a decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions; • a significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions; • the assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate; • the diversion of management’s attention from other business concerns; • the loss of customers or key employees from the acquired business; and • the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
Significant acquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, involving the addition of new assets or businesses will present risks, which may include, among others: • inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs; • an inability to successfully integrate, or a delay in the successful integration of, assets or businesses we acquire; • a decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions; • a significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions; • the assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate; • the diversion of management’s attention from other business concerns; • the loss of customers or key employees from the acquired business; and • the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
Legal and Regulatory Risks We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations. Additionally, changes to the federal government’s policies and operations could lead to increased regulatory uncertainty and volatility, which may impact our business, financial condition and results of operations.
Legal and Regulatory Risks We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations. Changes to the federal government’s policies and operations could lead to increased regulatory uncertainty and volatility and increased state regulation, which may impact our business, financial condition and results of operations.
Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refining and marketing margins are uncertain. We generally purchase our feedstocks weeks before we refine them and sell the refined products.
Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refined product margins are uncertain. We generally purchase our feedstocks weeks before we refine them and sell the refined products.
The availability and cost of renewable identification numbers and credits related to low carbon fuel programs and incentives could have an adverse effect on our financial condition and results of operations. Congress established a Renewable Fuel Standard (“RFS”) program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.
The availability and cost of renewable identification numbers and credits related to low carbon fuel programs and incentives could have an adverse effect on our financial condition and results of operations. Congress established a RFS program that requires annual volumes of renewable fuel be blended into domestic transportation fuel.
New York and Vermont have enacted, and other states are considering, laws that would allow the state to seek climate change-related damages from fossil fuel companies allocated based on each company’s share of past GHG emissions. The legality of 25 T able of Contents these bills is being challenged in court.
New York and Vermont have enacted, and other states are considering, laws that would allow the state to seek climate change-related damages from fossil fuel companies allocated based on each company’s share of past GHG emissions. The legality of these bills is being challenged in court.
Our operations, including those of MPLX, and those of our predecessors could expose us to litigation and civil claims by private plaintiffs for alleged damages related to contamination of the environment or personal injuries caused by releases of hazardous substances from our facilities, products liability, consumer credit or privacy laws, product pricing or antitrust laws or any other laws or regulations that apply to our operations.
Our operations, including those of MPLX, and those of our predecessors could expose us to litigation for alleged damages related to contamination of the environment or personal injuries caused by releases of hazardous substances from our facilities, products liability, consumer credit or privacy laws, product pricing or antitrust laws or any other laws or regulations that apply to our operations.
Non-traditional transportation fuel retailers, such as supermarkets, club stores and mass merchants, may be better able to withstand volatile market conditions or levels of low or no profitability in the retail segment of the market.
Non-traditional 20 Table of Contents transportation fuel retailers, such as supermarkets, club stores and mass merchants, may be better able to withstand volatile market conditions or levels of low or no profitability in the retail segment of the market.
Competitors that produce crude oil are at times better positioned to withstand periods of depressed refining margins or feedstock shortages. 20 T able of Contents We also compete with other companies for customers for our refined petroleum products.
Competitors that produce crude oil are at times better positioned to withstand periods of depressed refining margins or feedstock shortages. We also compete with other companies for customers for our refined petroleum products.
For example, a portion of the Tesoro High Plains pipeline in North Dakota remains shut down following delays in renewing a right-of-way necessary for the operation of a section of the pipeline.
For example, a portion of the Tesoro High Plains Pipeline in North Dakota remains 28 Table of Contents shut down following delays in renewing a right-of-way necessary for the operation of a section of the pipeline.
Along with our own data and information collected in the normal course of our business, we collect, use, transfer and retain certain data that is subject to specific laws and regulations. The transfer and use of this data both domestically and across international borders is becoming increasingly complex.
Along with our own data and information collected in the normal course of our business, we, and some of our third-party service providers, collect, use, transfer and retain certain data that is subject to specific laws and regulations. The transfer and use of this data both domestically and across international borders is becoming increasingly complex.
Our results of operations, financial 27 T able of Contents performance and safety and maintenance efforts could also be adversely impacted to the extent that restrictions on turnaround and maintenance activities are imposed by the CEC.
Our results of operations, financial performance and safety and maintenance efforts could also be adversely impacted to the extent that restrictions on turnaround and maintenance activities are imposed by the CEC.
Laws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment; • solid and hazardous waste management; 24 T able of Contents • the regulatory classification of materials currently or formerly used in our business; • pollution prevention; • climate change and GHG emissions; • characteristics and composition of transportation fuels, including the quantity of renewable fuels that must be blended into transportation fuels; • the production, importation, use, and disposal of specific chemicals; • public and employee safety and health; • permitting; • inherently safer technology; and • facility security.
Laws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment; • solid and hazardous waste management; • the regulatory classification of materials currently or formerly used in our business; • pollution prevention; • climate change and GHG emissions; • characteristics and composition of transportation fuels, including the blending of renewable fuels into transportation fuels; • the production, importation, use, and disposal of specific chemicals; • public and employee safety and health; • permitting; • inherently safer technology; and 24 Table of Contents • facility security.
These or other regulations that require the reduction of volatile or flammable constituents in crude oil that is transported by rail, change the design or standards for rail cars used to transport the crude oil we purchase, change the routing or scheduling of trains carrying crude oil, or require any other changes that detrimentally affect the economics of delivering North American crude oil by rail could increase the time required to move crude oil from production areas to our refineries, increase the cost of rail transportation and decrease the efficiency of shipments of crude oil by rail within our operations.
Regulations that require the reduction of volatile or flammable constituents in crude oil that is transported by rail, change the design or standards for rail cars used to transport crude oil, change the routing or scheduling of trains carrying crude oil, or require any other changes that detrimentally affect the economics of delivering North American crude oil by rail could increase the time required to move crude oil to our refineries, increase the cost of rail transportation and decrease the efficiency of shipments of crude oil by rail.
Technological breakthroughs relating to renewable fuels or other fuel alternatives such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for liquid transportation fuels.
Technological breakthroughs relating to renewable fuels or other fuel alternatives 18 Table of Contents such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for liquid transportation fuels.
The present U.S. federal income tax treatment of publicly traded partnerships, including MPLX, or an investment in MPLX common units may be modified by administrative, legislative or judicial interpretation at any time. From time to time, the President and members of the U.S.
The present U.S. federal income tax treatment of publicly traded partnerships, including MPLX, or an investment in MPLX common units may be modified by administrative, legislative or judicial interpretation at any time.
As of December 31, 2024, our balance sheet reflected $8.2 billion and $1.8 billion of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment.
As of December 31, 2025, our balance sheet reflected $9.4 billion and $2.7 billion of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment.
The prices of feedstocks and the prices at which we can sell our refined products fluctuate independently due to a variety of regional and global market factors that are beyond our control, including: • worldwide and domestic supplies of and demand for feedstocks and refined products; • transportation infrastructure cost and availability; • operation levels of other refineries in our markets; • the development by competitors of new refining or renewable conversion capacity; • natural gas and electricity supply costs; • political instability, threatened or actual terrorist incidents, armed conflict or other global political or economic conditions; • tariffs on goods, including crude oil and other feedstocks, imported into the United States; • local weather conditions; and • the occurrence of other risks described herein.
The prices of feedstocks and the prices at which we can sell our refined products fluctuate independently due to a variety of regional and global market factors that are beyond our control, including: • global and regional inventory levels and availability of and demand for feedstocks and refined products; • transportation infrastructure cost and availability; • temporary and permanent closures, utilization levels and capacities of other refineries in our markets and globally; • global and regional development by competitors of new refining or renewable conversion capacity; • natural gas and electricity availability and supply costs; • global and domestic political instability, threatened or actual terrorist incidents, armed conflict, economic activity and growth levels or lack thereof or other global political or economic conditions; • tariffs on goods, including crude oil and other feedstocks, imported into the United States; • local weather conditions; and • the occurrence of other risks described herein.
Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our results of operations and financial condition. Currently, multiple legislative and regulatory measures to address GHG (including carbon dioxide, methane and nitrous oxides) and other emissions are in various phases of consideration, promulgation or implementation.
Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our business, results of operations and financial condition. Currently, multiple legislative and regulatory measures to address GHG and other emissions are in various phases of consideration, promulgation or implementation.
The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction.
Legal, technological, political and scientific developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels. Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new internal combustion engine vehicles may decrease the demand and may increase the cost for our transportation fuels.
Industry, market, technological and regulatory developments regarding emissions, fuel efficiency and alternative fuel vehicles may decrease demand for liquid transportation fuels. Developments aimed at reducing vehicle emissions, increasing vehicle efficiency or reducing the sale of new internal combustion engine vehicles may decrease the demand and may increase the cost for our liquid transportation fuels.
In June 2023, the provisions of California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”) became effective, which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations (e.g., daily, weekly, monthly, and annually reporting of detailed operational and financial data on all aspects of our operations in California) to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California, (iii) created the Division of Petroleum Market Oversight within the CEC to monitor and analyze the transportation fuels market, including the data provided under SB X1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
In June 2023, the provisions of California’s Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SB X1-2”) became effective, which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California, (iii) created the Division of Petroleum Market Oversight within the CEC to monitor and analyze the transportation fuels market, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks. Recent and continuously evolving technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks. Our introduction of these technologies into our processes may result in new or expanded risks and liabilities.
As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks. Recent and continuously evolving technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks.
Any failure by us to comply with these laws and regulations, including as a result of a cybersecurity incident or privacy breach, could expose us to significant penalties and liabilities, including individual claims or consumer class actions, commercial litigation, administrative, and investigations or actions, regulatory intervention and sanctions or fines.
Any failure by us, or by a third-party service provider upon which we rely, to comply with these laws and regulations, including as a result of a cybersecurity incident or privacy breach, could expose us to significant penalties and liabilities, including individual claims or consumer class actions, commercial litigation, administrative, and investigations or actions, regulatory intervention and sanctions or fines.
Lower refining and marketing margins have in the past, and may in the future, lead us to reduce the amount of refined products we produce, which may reduce our revenues, income from operations and cash flows.
Lower refined product margins, including renewable diesel margins have in the past, and may in the future, lead us to reduce the amount of refined products we produce, which may reduce our revenues, income from operations and cash flows.
Increases in interest rates could adversely impact our share price, our ability to issue equity or incur debt for acquisitions or other purposes and our ability to make dividends at our intended levels. Our revolving credit facility has a variable interest rate.
Increases in interest rates could adversely impact our ability to issue equity, refinance existing debt or incur additional debt for acquisitions or other purposes and our ability to pay dividends at our intended levels. Our revolving credit facility has a variable interest rate.
Moreover, consumer acceptance and market penetration of electric, hybrid and alternative fuel vehicles continues to increase. In 2021, several automobile manufacturers jointly announced their shared goal that 40-50 percent of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030. Other automobile manufacturers have similar, or more aggressive, goals with respect to vehicle electrification.
In 2021, several automobile manufacturers jointly announced their shared goal that 40-50 percent of their new vehicle sales be battery electric, fuel cell or plug-in hybrid vehicles by 2030. Other automobile manufacturers have similar, or more aggressive, goals with respect to vehicle electrification.
Our operating results, cash flows, future rate of growth, the carrying value of our assets and our ability to execute share repurchases and continue the payment of our base dividend are highly dependent on the margins we realize on our refined products. Historically, refining and marketing margins have been volatile, and we believe they will continue to be volatile.
Our operating results, cash flows, future rate of growth, the carrying value of our assets and our ability to execute share repurchases and pay our dividend at intended levels are highly dependent on the margins we realize on our refined products. Historically, refined product margins have been volatile, and we believe they will continue to be volatile.
A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows. Approximately 3,800 of our employees are covered by collective bargaining agreements with expiration dates ranging from 2026 to 2031. These agreements may be renewed at an increased cost to us.
A portion of our workforce is unionized, and we may face labor disruptions that could materially and adversely affect our business, financial condition, results of operations and cash flows. Approximately 3,800 of our employees are covered by collective bargaining agreements with expiration dates ranging from 2027 to 2031.
Congress propose and consider substantive changes to the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate MPLX’s ability to qualify for partnership tax treatment. We are unable to predict whether any such changes will ultimately be enacted.
From time to time, there are proposals to change the existing U.S. federal income tax laws that would affect publicly traded partnerships, including proposals that would eliminate MPLX’s ability to qualify for partnership tax treatment. We are unable to predict whether any such changes will ultimately be enacted.
Future acquisitions will involve the integration of new assets or businesses and may present substantial risks that could adversely affect our business, financial conditions, results of operations and cash flows.
Significant acquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, will involve the integration of new assets or businesses and may present substantial risks that could adversely affect our business, financial conditions, results of operations and cash flows.
A continued period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined petroleum products, could have significant and adverse consequences for our financial condition and the financial condition of our customers, suppliers and other counterparties, and could diminish our liquidity, trigger additional impairments and negatively affect our ability to obtain adequate crude oil volumes and to market certain of our products at favorable prices, or at all.
A continued period of economic slowdown or recession, or a protracted period of depressed prices for crude oil or refined products, has significant and adverse consequences for our financial condition and the financial condition of our customers, suppliers and other counterparties, and diminishes our liquidity, and negatively affects our ability to obtain adequate crude oil volumes and to market certain of our products at favorable prices, or at all.
At December 31, 2024, our total debt obligations for borrowed money and finance lease obligations were $27.80 billion, including $21.21 billion of obligations of MPLX and its subsidiaries. We may incur substantial additional debt obligations in the future.
At December 31, 2025, our total debt obligations for borrowed money and finance lease obligations were $33.31 billion, including $26.01 billion of obligations of MPLX and its subsidiaries. We may incur substantial additional debt obligations in the future.
Our business is subject to numerous environmental laws and regulations. These laws and regulations continue to increase in both number and complexity and affect our business.
Our business is subject to numerous environmental laws and regulations at the federal, state and local level. These laws and regulations continue to increase in both number and complexity and affect our business.
Significant reductions in refining and marketing margins could require us to reduce our capital expenditures, impair the carrying value of our assets (such as property, plant and equipment, inventory or goodwill), and require us to re-evaluate practices regarding our repurchase activity and dividends.
Significant reductions in refined product margins could require us to reduce our capital expenditures, impair the carrying value of our assets (such as property, plant and equipment, inventory or goodwill), and require us to re-evaluate our capital allocation priorities, including our share repurchase activity, capital spending and dividends.
Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s currently stayed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.
Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, we may have to undertake additional costs to control, assess and report on ESG metrics.
New tax laws and regulations and changes in, interpretations of, and guidance regarding tax laws and regulations, including impacts of the Tax Cuts and Jobs Act of 2017, the 30 T able of Contents Coronavirus Aid, Relief, Economic Security Act of 2020, and the Inflation Reduction Act of 2022, could result in increased expenditures by us for tax liabilities in the future and could materially and adversely impact our financial condition, results of operations and cash flows.
New tax laws and regulations and changes in, interpretations of, and guidance regarding tax laws and regulations, including impacts of the Tax Cuts and Jobs Act of 2017, the Coronavirus Aid, Relief, Economic Security Act of 2020, the Inflation Reduction Act of 2022, and the One Big Beautiful Bill Act of 2025, could result in increased expenditures by us for tax liabilities in the future and could materially and adversely impact our financial condition, results of operations and cash flows. 30 Table of Contents In addition, we are subject to the examination of our returns by taxing authorities.
Such impacts could adversely impact MPLX’s ability to execute its long‑term organic growth projects, satisfy obligations to its customers and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments. 21 T able of Contents Severe weather events, other climate conditions and earth movement and other geological hazards may adversely affect our assets and ongoing operations.
Such impacts could adversely impact MPLX’s ability to execute its long‑term organic growth projects, satisfy obligations to its customers and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments.
Similarly, any similar event that severely disrupts the markets we serve could materially and adversely affect our results of operations, financial position and cash flows. 22 T able of Contents Financial Risks We have significant debt obligations; therefore, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or downgrade of our credit ratings, a decrease in debt capacity or unsecured commercial credit available to us, or by factors adversely affecting credit markets generally.
Financial Risks We have significant debt obligations; therefore, our business, financial condition, results of operations and cash flows could be harmed by a deterioration of our credit profile or downgrade of our credit ratings, a decrease in debt capacity or unsecured commercial credit available to us, or by factors adversely affecting credit markets generally.
There is also increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows.
There is also increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows. In 2025, the U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions. The U.S.
Our assets are subject to acute physical risks, such as floods, hurricane-force winds, wildfires, winter storms, and earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface conditions, and chronic physical risks, such as sea-level rise or water shortages. For example, in 2024, our Tampa Terminal and other logistics assets were adversely affected by hurricanes.
Our assets are subject to acute physical risks, such as floods, hurricane-force winds, wildfires, winter storms, and earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface conditions, and chronic physical 21 Table of Contents risks, such as sea-level rise or water shortages.
In addition, we are subject to the examination of our returns by taxing authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes.
We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes.
We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events and incidents of varying degrees.
We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events and incidents of varying degrees. To date, the impacts of prior events and incidents have not had a material adverse effect on us.
In addition, California and several states have adopted regulations that require increased sales of electric vehicles. California, in particular, has passed several regulations mandating electric vehicles. These regulations include Advanced Clean Cars (“ACC”) 18 T able of Contents I, ACC II, and Advanced Clean Trucks. California has received Clean Air Act waivers from U.S. EPA to implement these programs.
In addition, California and several states have adopted regulations that require increased sales of electric vehicles. California, in particular, has passed several regulations mandating electric vehicles. These regulations include Advanced Clean Cars (“ACC”) I, ACC II, and Advanced Clean Trucks.
Further, our reputation could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations. 26 T able of Contents Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price.
Further, our reputation could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.
Increased regulation of hydraulic fracturing and other oil and gas production activities could result in reductions or delays in U.S. production of crude oil and natural gas, which could adversely affect our results of operations and financial condition.
The recently adopted legislation in California, and the future enactment of similar legislation in any of the other jurisdictions, could adversely impact our business, financial condition, results of operations and cash flows. 27 Table of Contents Increased regulation of hydraulic fracturing and other oil and gas production activities could result in reductions or delays in U.S. production of crude oil and natural gas, which could adversely affect our results of operations and financial condition.
The scope and magnitude of the changes to U.S. climate change strategy under the current and future administrations, however, remain subject to the passage of legislation and interpretation and action of federal and state regulatory bodies; therefore, the impact to our industry and operations due to GHG regulation is unknown at this time.
Additional stricter measures and investor pressure can be expected in the future and any of these changes may have a material adverse impact on our business or financial condition. 25 Table of Contents The scope and magnitude of the changes to U.S. climate change strategy under the current and future administrations, however, remain subject to the passage of legislation and interpretation and action of federal and state regulatory bodies; therefore, the impact to our industry and operations due to GHG regulation is unknown at this time.
Historically, we also have maintained insurance coverage for physical damage and resulting business interruption to our major facilities, with significant self-insured retentions. In the future, we may not be able to maintain insurance of the types and amounts we desire at reasonable rates.
Historically, we also have maintained insurance coverage for physical damage and resulting business interruption to our major facilities, with significant self-insured retentions.
If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade.
If we fail to maintain compliance with the Maritime Laws, we would be prohibited from operating vessels in the U.S. inland waters or otherwise in U.S. coastwise trade. Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows.
Any attack or targeted disruption of our operations, those of our customers or, in some cases, those of other energy industry participants, could have a material and adverse effect on our business.
Any attack or targeted disruption of our operations, those of our customers or, in some cases, those of other energy industry participants, could have a material and adverse effect on our business. Similarly, any similar event that severely disrupts the markets we serve could materially and adversely affect our results of operations, financial position and cash flows.
We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations.
In the future, we may not be able to maintain insurance of the types and amounts we desire at reasonable rates. 23 Table of Contents We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations.
We have several large capital projects underway, including efficiency and modernization improvements at our Los Angeles Refinery and a Distillate Hydrotreater project at our Galveston Bay Refinery. Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to supply certain products we produce.
Delays in completing capital projects or making required changes or upgrades to our facilities could subject us to fines or penalties as well as affect our ability to market or supply certain products we produce.
Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.
We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and 26 Table of Contents technologies become available. Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.
Additionally, private plaintiffs and government parties have undertaken efforts to shut down energy assets by challenging operating permits, the validity of easements or the compliance with easement conditions.
Additionally, private plaintiffs and government parties have undertaken efforts to shut down energy assets by challenging operating permits, the validity of easements or the compliance with easement conditions. For example, the Dakota Access Pipeline, in which MPLX has a minority interest, is subject to, and may in the future be subject to, litigation seeking a permanent shutdown of the pipeline.
Such a prohibition could materially and adversely affect our business, financial condition, results of operations and cash flows. 28 T able of Contents Our operations could be disrupted if we are unable to maintain or obtain real property rights required for our business.
Our operations could be disrupted if we are unable to maintain or obtain real property rights required for our business.
While we do not conduct hydraulic fracturing operations, we do provide gathering, processing and fractionation services with respect to natural gas and natural gas liquids produced by our customers as a result of such operations. Our refineries are also supplied in part with crude oil produced from unconventional oil shale reservoirs.
While we do not conduct hydraulic fracturing operations, we do provide gathering, treating, processing and fractionation services with respect to natural gas and NGLs produced by our customers as a result of such operations. A range of federal, state and local laws and regulations currently govern or, in some cases, prohibit hydraulic fracturing in some jurisdictions.
Increasing concerns about climate change and carbon intensity have also resulted in societal concerns and a number of international and national measures to limit GHG emissions. Additional stricter measures and investor pressure can be expected in the future and any of these changes may have a material adverse impact on our business or financial condition.
Increasing concerns about climate change and carbon intensity have also resulted in societal concerns and a number of international and national measures to limit GHG emissions.
We maintain insurance coverage in amounts we believe to be prudent against many, but not all, potential liabilities arising from operating hazards.
We do not insure against all potential losses, and, therefore, our business, financial condition, results of operations and cash flows could be adversely affected by unexpected liabilities and increased costs. We maintain insurance coverage in amounts we believe to be prudent against many, but not all, potential liabilities arising from operating hazards.
A rising interest rate environment could have an adverse impact on our share price and our ability to issue equity or incur debt for acquisitions or other purposes and to make dividends at our intended levels. We may incur losses and additional costs as a result of our forward-contract activities and derivative transactions.
Accordingly, increases in interest rates could have a material adverse effect on our financial position, results of operations, cash flows and our ability to pay dividends at our intended levels. We may incur losses and additional costs as a result of our forward-contract activities and derivative transactions.
Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures regarding climate-related initiatives. In 2022, MPC established a target to reduce GHG emissions and MPLX established a target to reduce methane emissions intensity.
Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price. Companies across all industries are facing increasing scrutiny from stakeholders related to ESG matters, including practices and disclosures regarding climate-related initiatives.
These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis. We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and technologies become available.
MPC has established a target to reduce Scope 1 and Scope 2 GHG emissions intensity and MPLX established a target to reduce methane emissions intensity. These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis.
A range of federal, state and local laws and regulations currently govern or, in some cases, prohibit hydraulic fracturing in some jurisdictions. Stricter laws, regulations and permitting processes may be enacted in the future.
Stricter laws, regulations and permitting processes may be enacted in the future.
In addition, we may be required to incur additional costs in connection with future regulation of derivative instruments to the extent it is applicable to us. 23 T able of Contents We do not insure against all potential losses, and, therefore, our business, financial condition, results of operations and cash flows could be adversely affected by unexpected liabilities and increased costs.
The risk of counterparty default is heightened in a poor economic environment. In addition, we may be required to incur additional costs in connection with future regulation of derivative instruments to the extent it is applicable to us.
We cannot predict how these policy changes and executive actions will be implemented and interpreted, or the ultimate effect they will have on our business, financial condition and results of operations.
For example, various states have passed laws regulating the use of materials containing PFAS and setting action levels for the remediation of certain PFAS. We cannot predict the extent to which states will pass such legislation, or the ultimate effect these state laws will have on our business, financial condition and results of operations.
Removed
In early 2025, the new U.S. presidential administration announced broad-based tariffs on goods imported from certain countries where we purchase feedstocks, including a ten percent tariff on energy resources such as crude oil, natural gas and NGLs imported from Canada. Some of these tariffs have been stayed for brief periods of at least 30 days.
Added
Government mandates or incentives, industry and technological developments and consumer sentiment with respect to liquid transportation fuels may alter fuels or energy preferences or make alternative fuel vehicles more desirable and result in greater market penetration of such vehicles or otherwise decrease demand for our liquid transportation fuels.
Removed
If the provisions of those tariffs are maintained as proposed, we would expect added market volatility, with the longer term impacts to our refining and marketing margin uncertain. In addition, retaliatory tariffs imposed by other countries or other potential government actions, would likely result in further adverse impacts.
Added
For example, the federal government through NHTSA and the EPA promulgate rules that require vehicle manufacturers to increase the fuel efficiency standards of liquid transportation fuels vehicles. The EPA has finalized a rule that reduces its current vehicle standards by eliminating regulation of GHG emissions. The new, reduced standards have been challenged in court.
Removed
EPA and NHTSA have promulgated separate rules setting more stringent requirements for vehicles. NHTSA’s current CAFE standards increase in stringency from model year 2023 levels by eight percent annually for model years 2024-2025 and ten percent annually for model year 2026. EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy of 40 mpg in model year 2026.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CDO and CISO provide regular cybersecurity briefings to the Board of Directors including the Audit Committee, with a minimum of two briefings per year and additional briefings as needed. The Audit Committee also has direct access to the CDO and CISO and their management teams for other updates on cybersecurity and information security strategy throughout the year.
Biggest changeThe Audit Committee also has direct access to the CDO and CISO and their management teams for other updates on cybersecurity and information security strategy throughout the year. Additionally, the CDO and CISO, from time to time, meet with members of management to discuss cybersecurity risks, strategy and threats.
These enterprise-wide processes are based upon policies, practices and standards that guide us on identifying, assessing, and managing material cybersecurity risks and include, but are not limited to: • placing security limits on physical and network access to our information technology (“IT”) and operating technology (“OT”) systems; • employing internal IT and OT controls designed to detect cybersecurity threats by collecting and analyzing data in our centralized cybersecurity operations center; • utilizing layers of defensive methodologies designed to facilitate cyber resilience, minimize attack surfaces, and provide flexibility and scalability in our ability to address cybersecurity risks and threats; • providing cybersecurity threat and awareness training to employees and contractors; • limiting remote network access to our IT and OT network environments; and • assessing our cybersecurity resiliency through various methods, including penetration testing, tabletop exercises with varying scenarios and participants ranging from individuals on our operations teams to executive leadership, and analyzing our corporate cybersecurity incident response plan.
These enterprise-wide processes are based upon policies, practices, and standards that guide us on identifying, assessing, and managing material risks from cybersecurity threats and include, but are not limited to: • placing security limits on physical and network access to our information technology (“IT”) and operating technology (“OT”) systems; • employing internal IT and OT controls designed to detect cybersecurity threats by collecting and analyzing data in our centralized cybersecurity operations center; • utilizing layers of defensive methodologies designed to facilitate cyber resilience, minimize attack surfaces, and provide flexibility and scalability in our ability to address cybersecurity risks and threats; • providing cybersecurity threat and awareness training to employees and contractors; • limiting remote network access to our IT and OT network environments; and • assessing our cybersecurity resiliency through various methods, including penetration testing, tabletop exercises with varying scenarios and participants ranging from individuals on our operations teams to executive leadership, and analyzing our corporate cybersecurity incident response plan.
He was then named Senior Vice President and Chief Information Officer of Services for parent company GE in 2017 and was later named the Vice President and Chief Information Officer of GE Healthcare. Our CDO holds a Bachelor’s degree in Business Administration, Management and Information Systems. 32 T able of Contents
He was then named Senior Vice President and Chief Information Officer of Services for parent company GE in 2017 and was later named the Vice President and Chief Information Officer of GE Healthcare. Our CDO holds a Bachelor’s degree in Business Administration, Management and Information Systems. 32 Table of Contents
As of February 27, 2025, we do not believe that any risks from cybersecurity threats, including as a result of past cybersecurity incidents, have had, or are reasonably likely to have, a material adverse effect on the company, including our business strategy, results of operations or financial condition.
As of February 26, 2026, we do not believe that any risks from cybersecurity threats, including as a result of past cybersecurity incidents, have had, or are reasonably likely to have, a material adverse effect on the company, including our business strategy, results of operations, or financial condition.
Our CDO and CISO are standing members of the ERM committee, comprised of members of senior management, and as part of the committee, report on and evaluate cybersecurity threats and risk management efforts, as communicated to them by way of their direct reports and the larger cybersecurity team. The CDO and CISO are responsible for managing risks from cybersecurity threats.
Our CDO and CISO are standing members of the ERM committee, comprised of members of senior management, and as part of the committee, report on and evaluate cybersecurity threats and risk management efforts, as communicated to them by way of their direct reports and the larger cybersecurity team.
Our CISO has more than 30 years of experience in the oil and gas industry and has held various leadership and strategic roles across IT, software R&D and marketing, including collectively serving as a chief information security officer for seven years at two publicly traded companies.
Our CISO has more than 30 years of experience in the oil and gas industry and has held various leadership and strategic roles related to information security and related technology, including collectively serving as a chief information security officer for seven years at two publicly traded companies.
Our CISO also holds an Executive Master in Cybersecurity degree, a Master of Computer Science degree, and undergraduate degrees in both computer science and mathematics.
Our CISO also holds an Executive Master in Cybersecurity degree and a Master of Computer Science degree.
See “Business and Operational Risks--We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers” in Item 1A.
See “Business and Operational Risks--We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers” in Item 1A. Risk Factors of this Annual Report on Form 10-K.
Additionally, the CDO and CISO, from time to time, meet with members of management to discuss cybersecurity risks, strategy, and threats. Our CISO is responsible for implementing the cybersecurity program which is comprised of Cybersecurity GRC (Governance, Risk & Compliance), Cybersecurity Architecture, Engineering & Operations, and a Cyber Fusion Center that includes Threat Intelligence, Vulnerability Management, & Incident Response.
Our CISO is responsible for implementing the cybersecurity program which is comprised of Cybersecurity GRC (Governance, Risk & Compliance), Cybersecurity Architecture, Engineering & Operations, and a Cyber Fusion Center that includes Threat Intelligence, Vulnerability Management, & Incident Response.
Risk Factors of this Annual Report on Form 10-K. 31 T able of Contents Governance Our full Board of Directors oversees enterprise-level risks and has delegated to the Audit Committee of our Board oversight of risks from cybersecurity threats as informed through the ERM program.
Governance Our full Board of Directors oversees enterprise-level risks and in conjunction with the Audit Committee of our Board oversees risks from cybersecurity threats as informed through the ERM program.
Added
The CDO and CISO are responsible for assessing and managing risks from cybersecurity threats. The CDO and CISO provide 31 Table of Contents regular cybersecurity briefings to the Board of Directors including the Audit Committee, with a minimum of two briefings per year and additional briefings as needed.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeNGL Pipelines Diameter (inches) Length (miles) Marcellus Operations 6"- 20" 443 Utica Operations 4" - 20" 185 Southern Appalachia Operations 6" - 8" 140 Southwest Operations 6" - 16" 137 Bakken Operations 6" - 12" 104 Rockies Operations 4" - 8" 36 Total 1,045 In addition to the MPLX-operated equity method investments included in the above tables, MPLX also has ownership interests in natural gas & NGL pipeline systems through the following entities: Diameter (inches) Length (miles) Ownership Percentage Natural Gas Pipelines: Delaware Basin Residue, LLC (a) 12" - 42" 249 10 % MXP Parent, LLC (b) 36" - 42" 580 5 % WPC Parent, LLC (c) 36" - 42" 541 30 % NGL Pipelines: Panola Pipeline Company, LLC 8" - 20" 253 15 % (a) Includes Agua Blanca Pipeline and Carlsbad Gateway Pipeline.
Biggest changeIn addition to the MPLX-operated equity method investments included in the above tables, MPLX also has ownership interests in natural gas and NGL pipeline systems through the following entities: Diameter (inches) Length (miles) Ownership Percentage Natural Gas Pipelines: Delaware Basin Residue, LLC (a) 10" - 42" 298 10 % MXP Parent, LLC (b) 36" - 42" 580 10 % WPC Parent, LLC (c) 36" - 42" 541 30 % NGL Pipelines: Panola Pipeline Company, LLC 8" - 20" 253 15 % (a) Includes Agua Blanca Pipeline and Carlsbad Gateway Pipeline.
MPLX owns refining logistics assets at the Martinez Renewables joint venture facility with 5,914 mbbls of storage capacity associated with the facility and has entered into terminalling and storage service agreements with the joint venture and its partners to provide logistics services for the facility.
MPLX owns refining logistics assets at the Martinez Renewables joint venture facility with 5,914 mbbls of storage capacity associated with the facility and has entered into terminalling and storage service agreements with the joint venture and its partners to provide services for the facility.
Item 2. Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained. See the following sections for details of our assets by segment. REFINING & MARKETING The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, 2024.
Item 2. Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained. See the following sections for details of our assets by segment. REFINING & MARKETING The table below sets forth the location and crude oil refining capacity for each of our refineries as of December 31, 2025.
(b) Includes approximately 1,207 miles of inactive crude oil pipeline and 197 miles of inactive refined product pipeline. (c) Includes approximately 87 miles and 17 miles of refined product pipelines in which MPLX has partial ownership of 65 percent and 50 percent, respectively. (d) Refining logistics assets primarily include tankage.
(b) Includes approximately 1,168 miles of inactive crude oil pipeline and 197 miles of inactive refined product pipeline. (c) Includes approximately 87 miles and 17 miles of refined product pipelines in which MPLX has partial ownership of 65 percent and 50 percent, respectively. (d) Refining logistics assets primarily include tankage.
Pipeline mileage is excluded from total as it is included with MPLX assets. (b) All system pipeline miles are inactive. The following table sets forth details about our ocean vessels as of December 31, 2024.
Pipeline mileage is excluded from total as it is included with MPLX assets. (b) All system pipeline miles are inactive. The following table sets forth details about our ocean vessels as of December 31, 2025.
The following table sets forth information regarding the crude oil and refined product pipeline systems which MPLX has an interest in through ownership of its equity method investments as of December 31, 2024.
The following table sets forth information regarding the crude oil and refined product pipeline systems which MPLX has an interest in through ownership of its equity method investments as of December 31, 2025.
Also includes 50 percent indirect interest in Waha Gas Storage, which primarily owns natural gas storage facilities. 39 T able of Contents MIDSTREAM - MPC-RETAINED ASSETS AND INVESTMENTS The following table sets forth certain information relating to our crude oil and refined products pipeline systems not owned by MPLX.
Also includes MPLX’s 50 percent indirect interest in Waha Gas Storage, which primarily owns natural gas storage facilities. 39 Table of Contents MIDSTREAM - MPC-RETAINED ASSETS AND INVESTMENTS The following table sets forth certain information relating to our crude oil and refined products pipeline systems not owned by MPLX.
(b) The investment in W2W Holdings LLC includes MPLX’s 16 percent indirect interest in Wink to Webster Pipeline LLC. 36 T able of Contents The following table sets forth details about MPLX owned and operated terminals as of December 31, 2024. Additionally, MPLX has partial ownership interest in one terminal.
(b) The investment in W2W Holdings LLC includes MPLX’s 16 percent indirect interest in Wink to Webster Pipeline LLC. 36 Table of Contents The following table sets forth details about MPLX owned and operated terminals as of December 31, 2025. Additionally, MPLX has partial ownership interest in one terminal.
The following table sets forth details about MPLX barges and towboats as of December 31, 2024.
The following table sets forth details about MPLX barges and towboats as of December 31, 2025.
As of December 31, 2024, we had partial ownership interests in the following pipeline companies.
As of December 31, 2025, we had partial ownership interests in the following pipeline companies.
Paul Park, Minnesota 105 Canton, Ohio 100 Mandan, North Dakota 71 Salt Lake City, Utah 68 Subtotal Mid-Continent region 1,174 West Coast Region Los Angeles, California 365 Anacortes, Washington 119 Kenai, Alaska 68 Subtotal West Coast region 552 Total 2,963 33 T able of Contents The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels mainly under the Marathon and ARCO brands as well as Shell, Mobil, Tesoro and other brands, as of December 31, 2024.
Paul Park, Minnesota 105 Canton, Ohio 100 Mandan, North Dakota 72 Salt Lake City, Utah 70 Subtotal Mid-Continent region 1,186 West Coast Region Los Angeles, California 365 Anacortes, Washington 119 Kenai, Alaska 68 Subtotal West Coast region 552 Total 2,986 33 Table of Contents The following table sets forth the approximate number of locations where jobbers maintain branded outlets, marketing fuels mainly under the Marathon and ARCO brands as well as Shell, Mobil, Tesoro and other brands, as of December 31, 2025.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) MPLX operates a condensate stabilization facility with a capacity of 23 mbpd and 77 thousand barrels of condensate storage. Actual NGL throughput at this facility was 13 mbpd for the year ended December 31, 2024.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) MPLX operates a condensate stabilization facility with a capacity of 23 mbpd and 179 thousand barrels of condensate storage. Actual NGL throughput at this facility was 15 mbpd for the year ended December 31, 2025.
Pipeline System or Storage Asset Diameter ( inches ) Length (miles) Capacity Total crude oil pipeline systems (a)(b) 2" - 42" 5,172 Various Total refined products pipeline systems (a)(b)(c) 4" - 36" 3,787 Various Barge Docks (mbpd) 4,893 Storage assets: (mbbls) Refining Logistics (d) 93,017 Tank Farms 33,718 Caverns 3,632 (a) Includes approximately 16 miles of crude oil pipeline and 2 miles of refined product pipeline leased from third parties.
Pipeline System or Storage Asset Diameter ( inches ) Length (miles) Capacity Total crude oil pipeline systems (a)(b) 2" - 42" 5,259 Various Total refined products pipeline systems (a)(b)(c) 4" - 36" 3,787 Various Barge Docks (mbpd) 5,104 Storage assets: (mbbls) Refining Logistics (d) 93,643 Tank Farms 35,456 Caverns 3,632 (a) Includes approximately 16 miles of crude oil pipeline and 2 miles of refined product pipeline leased from third parties.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Light Products Terminals: Alaska 1 202 New York 1 334 Subtotal light products terminals 2 536 Asphalt Terminals: Florida 1 263 Indiana 1 121 Kentucky 4 537 Louisiana 1 54 Michigan 1 12 New York 1 417 Ohio 4 2,207 Pennsylvania 1 451 Tennessee 2 480 Subtotal asphalt terminals 16 4,542 Total owned and operated terminals 18 5,078 35 T able of Contents MIDSTREAM - MPLX The following table sets forth certain information relating to MPLX’s crude oil and refined products pipeline systems and storage assets as of December 31, 2024.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Light Products Terminals: Alaska 1 242 New York 1 334 Subtotal light products terminals 2 576 Asphalt Terminals: Florida 1 263 Indiana 1 122 Kentucky 4 537 Louisiana 1 54 Michigan 1 12 New York 1 417 Ohio 4 2,207 Pennsylvania 1 451 Tennessee 2 480 Subtotal asphalt terminals 16 4,543 Total owned and operated terminals 18 5,119 35 Table of Contents MIDSTREAM - MPLX The following table sets forth certain information relating to MPLX’s crude oil and refined products pipeline systems and storage assets as of December 31, 2025.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Refined Products Terminals: Alabama 2 443 Alaska 3 1,540 California 8 3,472 Florida 3 2,265 Georgia 4 952 Idaho 3 1,020 Illinois 2 562 Indiana 7 3,770 Kentucky 6 2,587 Louisiana 2 5,469 Michigan 8 2,440 Minnesota 1 13 New Mexico 2 467 North Carolina 3 1,343 North Dakota 1 — Ohio 12 3,144 Pennsylvania 1 390 South Carolina 1 371 Tennessee 4 1,148 Texas 1 76 Utah 1 21 Washington 4 920 West Virginia 2 1,564 Subtotal light products terminals 81 33,977 Asphalt Terminals Arizona 3 552 Minnesota 1 — Nevada (a) 1 274 New Mexico 1 36 Texas 1 206 Subtotal asphalt terminals 7 1,068 Total owned and operated terminals 88 35,045 (a) MPLX accounts for this terminal as an equity method investment.
Owned and Operated Terminals Number of Terminals Tank Storage Capacity ( mbbls ) Refined Products Terminals: Alabama 2 443 Alaska 3 1,536 California 8 3,472 Florida 3 2,265 Georgia 4 952 Idaho 3 1,020 Illinois 2 562 Indiana 7 3,689 Kentucky 6 2,606 Louisiana 2 5,469 Michigan 8 2,440 Minnesota 1 13 New Mexico 2 467 North Carolina 3 1,343 North Dakota 1 — Ohio 12 3,132 Pennsylvania 1 390 South Carolina 1 371 Tennessee 4 1,148 Texas 1 76 Utah 1 41 Washington 4 920 West Virginia 2 1,564 Subtotal light products terminals 81 33,919 Asphalt Terminals Arizona 3 558 Minnesota 1 — Nevada (a) 1 274 New Mexico 1 36 Texas 1 206 Subtotal asphalt terminals 7 1,074 Total owned and operated terminals 88 34,993 (a) MPLX accounts for this terminal as an equity method investment.
Class of Equipment Number in Class Capacity ( mbbls ) Inland tank barges 319 8,568 Inland towboats 29 N/A 37 T able of Contents The following tables set forth certain information relating to MPLX’s consolidated and operated joint venture gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines as of and for the year ended December 31, 2024.
Class of Equipment Number in Class Capacity ( mbbls ) Inland tank barges 320 8,655 Inland towboats 30 N/A 37 Table of Contents The following tables set forth certain information relating to MPLX’s consolidated and operated joint venture gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines as of and for the year ended December 31, 2025.
Refinery Crude Oil Refining Capacity ( mbpcd ) Gulf Coast Region Galveston Bay, Texas City, Texas 631 Garyville, Louisiana 606 Subtotal Gulf Coast region 1,237 Mid-Continent Region Catlettsburg, Kentucky 300 Robinson, Illinois 253 Detroit, Michigan 144 El Paso, Texas 133 St.
Refinery Crude Oil Refining Capacity ( mbpcd ) Gulf Coast Region Galveston Bay, Texas City, Texas 631 Garyville, Louisiana 617 Subtotal Gulf Coast region 1,248 Mid-Continent Region Catlettsburg, Kentucky 307 Robinson, Illinois 253 Detroit, Michigan 146 El Paso, Texas 133 St.
The following table sets forth the number of direct dealer locations by state as of December 31, 2024. Location Number of Locations Arizona 68 California 972 Nevada 118 New Mexico 1 Ohio 1 Oregon 1 Total 1,161 The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, 2024.
The following table sets forth the number of direct dealer locations by state as of December 31, 2025. Location Number of Locations Arizona 69 California 974 Nevada 117 New Mexico 1 Oregon 1 Total 1,162 The following table sets forth details about our Refining & Marketing owned and operated terminals as of December 31, 2025.
Actual throughput of 118 MMcf/d representing MPLX’s share of processed volumes is also included and used to compute the utilization presented above. (c) Includes volumes processed at third-party facilities in the Bakken.
Actual throughput of 99 MMcf/d representing MPLX’s share of processed volumes is also included and used to compute the utilization presented above. (c) The amounts presented above exclude Northwind Delaware Holdings LLC (“Northwind Midstream”) design throughput capacity and treated volumes. (d) Includes volumes processed at third-party facilities in the Bakken.
The following table sets forth certain information relating to MPLX’s NGL pipelines as of December 31, 2024.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. The following table sets forth certain information relating to MPLX’s NGL pipelines as of December 31, 2025.
Location Number of Branded Outlets Alabama 409 Alaska 77 Arizona 74 California 300 Colorado 12 District of Columbia 2 Florida 619 Georgia 460 Idaho 104 Illinois 177 Indiana 666 Iowa 9 Kentucky 502 Louisiana 76 Maryland 66 Massachusetts 1 Mexico 281 Michigan 713 Minnesota 314 Mississippi 146 Missouri 8 Nevada 19 New Jersey 9 New Mexico 40 New York 68 North Carolina 238 North Dakota 120 Ohio 901 Oregon 62 Pennsylvania 84 Rhode Island 3 South Carolina 109 South Dakota 31 Tennessee 397 Texas 14 Utah 104 Virginia 227 Washington 115 West Virginia 120 Wisconsin 57 Wyoming 4 Total 7,738 34 T able of Contents The Refining & Marketing segment sells transportation fuels through long-term fuel supply contracts to direct dealer locations, primarily under the ARCO brand.
Location Number of Branded Outlets Alabama 417 Alaska 54 Arizona 88 California 101 Colorado 12 Connecticut 1 District of Columbia 2 Florida 626 Georgia 530 Idaho 107 Illinois 178 Indiana 682 Iowa 15 Kentucky 531 Louisiana 82 Maryland 67 Massachusetts 1 Mexico 283 Michigan 710 Minnesota 334 Mississippi 159 Missouri 12 Nevada 19 New Jersey 9 New Mexico 45 New York 61 North Carolina 286 North Dakota 126 Ohio 944 Oregon 59 Pennsylvania 97 Rhode Island 3 South Carolina 114 South Dakota 31 Tennessee 401 Texas 14 Utah 93 Virginia 262 Washington 96 West Virginia 155 Wisconsin 72 Wyoming 3 Total 7,882 34 Table of Contents The Refining & Marketing segment sells transportation fuels through long-term fuel supply contracts to direct dealer locations, primarily under the ARCO brand.
De-ethanization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 309 265 86 % Utica Operations 40 16 40 % Rockies Operations 5 — — % Total 354 281 80 % (a) NGL throughput is a weighted average for days in operation.
De-ethanization Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 309 267 86 % Utica Operations 40 21 53 % Total 349 288 83 % (a) NGL throughput is the average daily rate based on calendar days, irrespective of days in operation.
Fractionation Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 413 336 81 % Utica Operations (b) — — — % Southern Appalachia Operations 24 12 50 % Bakken Operations 33 20 61 % Rockies Operations 5 5 100 % Total 475 373 78 % (a) NGL throughput is a weighted average for days in operation.
Fractionation Facilities Design Throughput Capacity ( mbpd ) NGL Throughput ( mbpd ) (a) Utilization of Design Capacity (a) Marcellus Operations 413 343 83 % Utica Operations (b) — — — % Southern Appalachia Operations 24 11 46 % Bakken Operations 33 14 42 % Total 470 368 78 % (a) NGL throughput is the average daily rate based on calendar days, irrespective of days in operation.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. 38 T able of Contents Natural Gas Gathering Systems Design Throughput Capacity ( MMcf/d ) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 1,622 1,521 94 % Utica Operations 3,903 2,544 68 % Southwest Operations 3,180 1,698 55 % Bakken Operations 239 183 77 % Rockies Operations (b) 1,299 633 49 % Total 10,243 6,579 66 % (a) Natural gas throughput is a weighted average for days in operation.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. 38 Table of Contents Natural Gas Gathering Systems Design Throughput Capacity ( MMcf/d ) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 1,823 1,526 89 % Utica Operations 3,923 2,672 68 % Southwest Operations (b) 3,445 1,826 56 % Bakken Operations 239 160 67 % Total 9,430 6,184 68 % (a) Natural gas throughput is the average daily rate based on calendar days, irrespective of days in operation.
Gas Processing Complexes Design Throughput Capacity (MMcf/d) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 6,520 5,974 92 % Utica Operations 1,325 832 63 % Southwest Operations (b) 2,745 1,844 70 % Southern Appalachia Operations 425 215 51 % Bakken Operations (c) 185 182 98 % Rockies Operations 1,177 616 52 % Total 12,377 9,663 79 % (a) Natural gas throughput is a weighted average for days in operation.
Gas Processing Complexes Design Throughput Capacity (MMcf/d) Natural Gas Throughput ( MMcf/d ) (a) Utilization of Design Capacity (a) Marcellus Operations 6,520 6,123 94 % Utica Operations 1,325 961 73 % Southwest Operations (b)(c) 2,745 1,904 69 % Southern Appalachia Operations 425 191 45 % Bakken Operations (d) 185 159 86 % Total 11,200 9,338 83 % (a) Natural gas throughput is the average daily rate based on calendar days, irrespective of days in operation.
Removed
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (b) Includes 47 MMcf/d of volumes gathered for third parties by MPLX’s operated joint venture, Rendezvous Gas Services, L.L.C. (“RGS”). Excludes RGS gathering capacity of 1,032 MMcf/d and volumes gathered by RGS which generally interconnect with MPLX owned Rockies region gathering systems.
Added
NGL Pipelines Diameter (inches) Length (miles) Marcellus Operations 6"- 20" 442 Utica Operations 4" - 20" 185 Southern Appalachia Operations 6" - 8" 140 Southwest Operations (a) 4" - 20" 530 Bakken Operations 6" - 12" 104 Total 1,401 (a) Includes the BANGL Pipeline system, which also owns a 50 percent undivided joint interest in a 323 mile NGL pipeline.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeTHPP continues not to operate the portion of the pipeline that crosses the property at issue. 41 T able of Contents Edwardsville Incident In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka 22” line near Edwardsville, Illinois.
Biggest changeWe use a threshold of $1 million for this purpose. 40 Table of Contents In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka 22-inch line near Edwardsville, Illinois.
In September 2023, the U.S. Department of Justice and EPA confirmed they will be pursuing federal enforcement for alleged Clean Water Act violations arising from this incident as well as three pipeline incidents in Illinois and Indiana in 2018, 2020 and 2021.
In September 2023, the U.S. Department of Justice and the EPA confirmed they will be pursuing federal enforcement for alleged Clean Water Act violations arising from this incident as well as three pipeline incidents in Illinois and Indiana in 2018, 2020 and 2021.
Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than a specified threshold.
ENVIRONMENTAL ENFORCEMENT MATTERS Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than a specified threshold.
EPA Enforcement On December 18, 2023, EPA Region 6 issued a Notice of Violation and Opportunity to Confer alleging violations of the National Emission Standard for Benzene Waste Operations at 40 C.F.R. Part 61, Subpart FF (“BWON”) and of the New Source Performance Standards for Volatile Organic Compounds from Petroleum Wastewater Systems at 40 C.F.R.
On December 18, 2023, the EPA Region 6 issued a Notice of Violation and Opportunity to Confer alleging violations of the National Emission Standard for Benzene Waste Operations at 40 C.F.R. Part 61, Subpart FF (“BWON”) and of the New Source Performance Standards for Volatile Organic Compounds from Petroleum Wastewater Systems at 40 C.F.R.
Part 60, Subpart QQQ (“NSPS QQQ”) at our Garyville refinery. On January 10, 2024, EPA Region 5 issued a Finding of Violation alleging violations of BWON and NSPS QQQ at our St. Paul Park refinery. In addition, EPA has conducted a compliance inspection at our Anacortes refinery.
Part 60, Subpart QQQ (“NSPS QQQ”) at our Garyville refinery. On January 10, 2024, the EPA Region 5 issued a Finding of Violation alleging violations of BWON and NSPS QQQ at our St. Paul Park refinery. In addition, the EPA has conducted a compliance inspection at our Anacortes refinery.
In February 2024, EPA published an enforcement alert noting its ongoing efforts to evaluate petroleum refineries’ compliance with BWON and NSPS QQQ. We have begun discussions with EPA to resolve these matters.
In February 2024, the EPA published an enforcement alert noting its ongoing efforts to evaluate petroleum refineries’ compliance with BWON and NSPS QQQ.
Removed
We use a threshold of $1 million for this purpose. Climate Change Litigation Governmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC.
Added
See “Climate Change Litigation,” “Tesoro High Plains Pipeline,” and “Dakota Access Pipeline” of Note 27 in Item 8. Financial Statements and Supplementary Data for additional information regarding Legal Proceedings and other regulatory matters.
Removed
Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing, or failing to warn of the impacts of their petroleum products, which led to 40 T able of Contents increased demand and worsened climate change.
Added
On August 4, 2025, the Washington Department of Ecology (“Washington DOE”) commenced an enforcement action against Tesoro Refining & Marketing Company LLC, a subsidiary of the Company, for allegedly violating provisions of the Washington Hazardous Waste Management Act and associated regulations.
Removed
Plaintiffs are seeking unspecified damages and abatement under various tort theories, as well as breaches of consumer protection and unfair trade statutes. Similar lawsuits may be filed in other jurisdictions.
Added
We are finalizing resolution of this matter with the Washington DOE and do not believe the final resolution will have a material impact on our consolidated results of operations, financial position or cash flows.
Removed
The names of the courts in which the proceedings are pending and the dates instituted are as follows: Plaintiff Date Instituted Name of Court(s) where pending State of Rhode Island July 2, 2018 Superior Court of Providence County Mayor and City Council of Baltimore, Maryland July 20, 2018 Circuit Court of Baltimore County; The Appellate Court of Maryland City and County of Honolulu, Hawaii March 9, 2020 Circuit Court of the First Circuit (State of Hawaii) City of Charleston, South Carolina September 9, 2020 Court of Common Pleas of the 9th Circuit; US Court of Appeals for the Fourth Circuit State of Delaware September 10, 2020 Superior Court of Hudson County County of Maui, Hawaii October 12, 2020 Circuit Court of the Second Circuit (State of Hawaii) City of Annapolis, Maryland February 22, 2021 Maryland Circuit Court, Anne Arundel County Anne Arundel County, Maryland April 26, 2021 Maryland Circuit Court, Anne Arundel County County of Multnomah, Oregon June 22, 2023 Circuit Court for the State of Oregon Dakota Access Pipeline MPLX holds a 9.19 percent indirect interest in a joint venture (“Dakota Access”) which owns and operates the Bakken Pipeline system.
Added
On August 29, 2025, MPLX acquired Northwind Delaware Holdings LLC (“Northwind Midstream”), including its subsidiary Northwind Midstream Partners LLC, which owns and operates a sour gas treating facility in Lea County, New Mexico. We have disclosed to the New Mexico Environment Department (“NMED”) excess air emissions from the facility flares.
Removed
In 2020, the U.S. District Court for the District of Columbia (“D.D.C.”) ordered the U.S. Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement going forward.
Added
We initiated discussions with NMED to resolve this matter and have entered into a new owner audit agreement with NMED as result of those discussions. We do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows. Item 4.
Removed
The Army Corps issued a draft EIS in September 2023 detailing various options for the easement, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes.
Added
Mine Safety Disclosures Not applicable 41 Table of Contents PART II
Removed
The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies. The pipeline remains operational while the Army Corps finalizes its decision which will follow the issuance of the final EIS.
Removed
According to public statements from Army Corps officials, the EIS is now expected to be issued in 2025.
Removed
MPLX has entered into a Contingent Equity Contribution Agreement whereby it, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.
Removed
The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.
Removed
If the vacatur of the easement results in a temporary shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown.
Removed
MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation.
Removed
If the vacatur of the easement results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the one percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.
Removed
As of December 31, 2024, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.
Removed
Tesoro High Plains Pipeline In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota.
Removed
The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million. After subsequent appeal proceedings and in compliance with a new order issued by the BIA, in December 2020, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue.
Removed
In March 2021, the BIA issued an order purporting to vacate the BIA's prior orders related to THPP’s alleged trespass and direct the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order.
Removed
In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (collectively, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. On February 8, 2022, the U.S.
Removed
Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. On November 8, 2023, the District Court of North Dakota granted THPP’s motion to sever and stay the U.S.
Removed
Government Parties’ counterclaims. The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2024, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Millions of Dollars Period Total Number of Shares Purchased Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)(c) 10/1/2024-10/31/2024 3,099,330 $ 161.38 3,099,330 $ 3,541 11/1/2024-11/30/2024 1,257,914 157.45 1,257,914 8,343 12/1/2024-12/31/2024 4,145,124 142.75 4,145,124 7,752 Total 8,502,368 151.71 8,502,368 (a) Amounts in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations.
Biggest changeIssuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2025, of equity securities that are registered by MPC pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Millions of Dollars Period Total Number of Shares Purchased Average Price Paid per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)(c) 10/1/2025-10/31/2025 539,086 $ 185.75 539,086 $ 5,281 11/1/2025-11/30/2025 2,078,982 194.34 2,078,982 4,877 12/1/2025-12/31/2025 2,622,197 189.14 2,622,197 4,381 Total 5,240,265 190.86 5,240,265 (a) Amounts in this column reflect the weighted average price paid for shares repurchased under our share repurchase authorizations.
The weighted average price includes any commissions paid to brokers during the relevant period. The weighted average price does not include any excise tax on share repurchases. (b) On April 30, 2024, we announced that our board of directors had approved a $5.0 billion share repurchase authorization.
The weighted average price includes any commissions paid to brokers during the relevant period. The weighted average price does not include any excise tax incurred on the share repurchases. (b) On April 30, 2024, we announced that our board of directors had approved a $5.0 billion share repurchase authorization.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February 21, 2025, there were approximately 23,386 registered holders of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE and traded under the symbol “MPC.” As of February 20, 2026, there were approximately 22,111 registered holders of our common stock.
The maximum dollar value remaining has not been reduced by the amount of any excise tax. 43 T able of Contents
The maximum dollar value remaining has not been reduced by the amount of any excise tax incurred on the share repurchases. 42 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Results of Operations (Millions of dollars) 2024 2023 2024 vs. 2023 Variance 2022 2023 vs. 2022 Variance Revenues and other income: Sales and other operating revenues $ 138,864 $ 148,379 $ (9,515) $ 177,453 $ (29,074) Income from equity method investments 1,048 742 306 655 87 Net gain on disposal of assets 28 217 (189) 1,061 (844) Other income 472 969 (497) 783 186 Total revenues and other income 140,412 150,307 (9,895) 179,952 (29,645) Costs and expenses: Cost of revenues (excludes items below) 126,240 128,566 (2,326) 151,671 (23,105) Depreciation and amortization 3,337 3,307 30 3,215 92 Selling, general and administrative expenses 3,221 3,039 182 2,772 267 Other taxes 818 881 (63) 825 56 Total costs and expenses 133,616 135,793 (2,177) 158,483 (22,690) Income from continuing operations 6,796 14,514 (7,718) 21,469 (6,955) Net interest and other financial costs 839 525 314 1,000 (475) Income from continuing operations before income taxes 5,957 13,989 (8,032) 20,469 (6,480) Provision for income taxes on continuing operations 890 2,817 (1,927) 4,491 (1,674) Income from continuing operations, net of tax 5,067 11,172 (6,105) 15,978 (4,806) Income from discontinued operations, net of tax — — — 72 (72) Net income 5,067 11,172 (6,105) 16,050 (4,878) Less net income attributable to: Redeemable noncontrolling interest 27 94 (67) 88 6 Noncontrolling interests 1,595 1,397 198 1,446 (49) Net income attributable to MPC $ 3,445 $ 9,681 $ (6,236) $ 14,516 $ (4,835) 2024 Compared to 2023 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.
Biggest changeConsolidated Results of Operations (Millions of dollars) 2025 2024 2025 vs. 2024 Variance 2023 2024 vs. 2023 Variance Revenues and other income: Sales and other operating revenues $ 132,699 $ 138,864 $ (6,165) $ 148,379 $ (9,515) Income from equity method investments 1,622 1,048 574 742 306 Net gain on disposal of assets 173 28 145 217 (189) Other income 728 472 256 969 (497) Total revenues and other income 135,222 140,412 (5,190) 150,307 (9,895) Costs and expenses: Cost of revenues (excludes items below) 119,446 126,240 (6,794) 128,566 (2,326) Depreciation and amortization 3,251 3,337 (86) 3,307 30 Selling, general and administrative expenses 3,349 3,221 128 3,039 182 Other taxes 885 818 67 881 (63) Total costs and expenses 126,931 133,616 (6,685) 135,793 (2,177) Income from continuing operations 8,291 6,796 1,495 14,514 (7,718) Net interest and other financial costs 1,276 839 437 525 314 Income before income taxes 7,015 5,957 1,058 13,989 (8,032) Provision for income taxes 1,137 890 247 2,817 (1,927) Net income 5,878 5,067 811 11,172 (6,105) Less net income attributable to: Redeemable noncontrolling interest — 27 (27) 94 (67) Noncontrolling interests 1,831 1,595 236 1,397 198 Net income attributable to MPC $ 4,047 $ 3,445 $ 602 $ 9,681 $ (6,236) 2025 Compared to 2024 Net income attributable to MPC increased $602 million in 2025 compared to 2024, due to the following: Total revenues and other income decreased $5.19 billion in 2025 compared to 2024 primarily due to: • 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; • 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; • 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 • 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. 48 Table of Contents Total costs and expenses decreased $6.69 billion in 2025 compared to 2024 primarily due to: • decreased cost of revenues of $6.79 billion primarily due to lower crude oil costs; • 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; • 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 • 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.
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 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.
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.
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 11 for further details. 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.
Financial Statements and Supplementary Data – Note 11 for further details. 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.
At December 31, 2024, market values for all refined product inventories exceed their cost basis and, therefore, there is no lower of cost or market inventory valuation reserve at the end of the year. Based on movements of renewable product prices, future inventory valuation adjustments could have a negative effect to earnings.
At December 31, 2025, market values for all refined product inventories exceed their cost basis and, therefore, there is no lower of cost or market inventory valuation reserve at the end of the year. Based on movements of renewable product prices, future inventory valuation adjustments could have a negative effect to earnings.
Financial Statements and Supplementary Data – Note 19 for further discussion of MPLX’s bank revolving credit facility and related covenants and restrictions. Our intention is to maintain an investment-grade credit profile for MPLX. As of January 31, 2025, the credit ratings on MPLX’s senior unsecured debt are as follows.
Financial Statements and Supplementary Data – Note 19 for further discussion of MPLX’s bank revolving credit facility and related covenants and restrictions. Our intention is to maintain an investment-grade credit profile for MPLX. As of January 31, 2026, the credit ratings on MPLX’s senior unsecured debt are as follows.
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time. See Item 8. Financial Statements and Supplementary Data – Note 5 for further discussion of the MPLX unit repurchase program.
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be discontinued at any time. See Item 8. Financial Statements and Supplementary Data – Note 4 for further discussion of the MPLX unit repurchase program.
(b) Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2025 will be sour crude. (c) Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland.
(b) Sour crude oil basket consists of the following crudes: ANS, Argus Sour Crude Index, Maya and Western Canadian Select. We assume approximately 50 percent of the crude processed at our refineries in 2026 will be sour crude. (c) Sweet crude oil basket consists of the following crudes: Bakken, Brent, MEH, WTI-Cushing and WTI-Midland.
MPLX’s bank revolving credit facility contains representations and warranties, covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature. As of December 31, 2024, we were in compliance with such covenants and restrictions. See Item 8.
MPLX’s bank revolving credit facility contains representations and warranties, covenants and restrictions, including financial covenants, and events of default that we consider usual and customary for agreements of a similar type and nature. As of December 31, 2025, we were in compliance with such covenants and restrictions. See Item 8.
These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Select results for continuing operations for 2024 and 2023 are reflected in the following table.
These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment. Select results for continuing operations for 2025 and 2024 are reflected in the following table.
Additionally, working capital was unfavorably impacted by changes in income tax receivable and favorably impacted by changes in current liabilities and other current assets.
Additionally, working capital was favorably impacted by changes in income tax receivable and current liabilities and other current assets.
On February 10, 2025, MPC issued $2.0 billion aggregate principal amount of senior notes in an underwritten public offering consisting of $1.1 billion aggregate principal amount of 5.150 percent senior notes due March 2030 and $900 million aggregate principal amount of 5.700 percent senior notes due March 2035.
On February 10, 2025, MPC issued $2.0 billion aggregate principal amount of senior notes in an underwritten public offering (“2025 Senior Notes Offering”), consisting of: • $1.1 billion aggregate principal amount of 5.150 percent senior notes due March 2030; and • $900 million aggregate principal amount of 5.700 percent senior notes due March 2035.
We assume approximately 50 percent of the crude processed at our refineries in 2025 will be sweet crude. (d) This is consumption-based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.
We assume approximately 50 percent of the crude processed at our refineries in 2026 will be sweet crude. (d) This is consumption-based exposure for our Refining & Marketing segment and does not include the sales exposure for our Midstream segment.
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.
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.
Financial Statements and Supplementary Data – Note 24 includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive loss reported on the year-end balance sheets. ACCOUNTING STANDARDS NOT YET ADOPTED Refer to Item 8.
Financial Statements and Supplementary Data – Note 24 includes detailed information about the assumptions used to calculate the components of our annual defined benefit pension and other postretirement plan expense, as well as the obligations and accumulated other comprehensive loss reported on the year-end balance sheets. 69 Table of Contents ACCOUNTING STANDARDS NOT YET ADOPTED Refer to Item 8.
This was an increase of $87 million, compared to the year ended December 31, 2023, primarily driven by higher expenses for projects conducted during turnaround activity, partially offset by a property tax appeal settlement related to retroactive tax assessments for prior periods.
This was an increase of $87 million, compared to the year ended December 31, 2023, primarily driven by higher expenses for 52 Table of Contents projects conducted during turnaround activity, partially offset by a property tax appeal settlement related to retroactive tax assessments for prior periods.
In 2024, investments primarily included a return of capital of $134 million related to the Whistler Joint Venture more than offset by Midstream equity method investments, including a $92 million contribution made in March 2024 for the repayment of MPLX’s share of the Dakota Access joint venture’s debt due in 2024.
In 2024, investments primarily included a return of capital of $134 million related to the Whistler Joint Venture Transaction which was more than offset by Midstream equity method investments, including a $92 million contribution made in March 2024 for the repayment of MPLX’s share of the Dakota Access joint venture’s debt due in 2024.
We intend to repay the short-term maturities with existing cash on hand and/or with the proceeds of new long-term debt, depending on, among other things, market conditions. 66 T able of Contents Our other contractual obligations primarily consist of pension and post-retirement obligations, finance and operating leases and environmental credits liabilities, for which additional information is included in Item 8.
We intend to repay the short-term maturities with existing cash on hand and/or with the proceeds of new long-term debt, depending on, among other things, market conditions. Our other contractual obligations primarily consist of pension and post-retirement obligations, finance and operating leases and environmental credits liabilities, for which additional information is included in Item 8.
The repurchase authorization has no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans.
The repurchase authorizations have no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans.
In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as: • the selling prices realized for refined products; • the types of crude oil and other charge and blendstocks processed; • our refinery yields; • the cost of products purchased for resale; • the impact of commodity derivative instruments used to hedge price risk; • the potential impact of lower of cost or market adjustments to inventories in periods of declining prices; • the potential impact of LIFO charges due to changes in historic inventory levels; and • the cost of purchasing RINs in the open market to comply with RFS2 requirements.
In addition to the market changes indicated by the crack spreads, the sour differential and the sweet differential, our Refining & Marketing margin is impacted by factors such as: • the selling prices realized for refined products; • the types of crude oil and other charge and blendstocks processed; • our refinery yields; • the cost of products purchased for resale; • the impact of commodity derivative instruments used to hedge price risk; • the potential impact of lower of cost or market adjustments to inventories in periods of declining prices; • the potential impact of LIFO adjustments; and • the cost of purchasing RINs in the open market to comply with RFS requirements.
It is not possible to predict all of the ultimate costs of compliance, including remediation costs that may be incurred and penalties that may be imposed. Our environmental capital expenditures accounted for 22 percent, 12 percent and 7 percent of capital expenditures for 2024, 2023 and 2022, respectively, excluding acquisitions.
It is not possible to predict all of the ultimate costs of compliance, including remediation costs that may be incurred and penalties that may be imposed. Our environmental capital expenditures accounted for 20 percent, 22 percent and 12 percent of capital expenditures for 2025, 2024 and 2023, respectively, excluding acquisitions.
However, any downgrades of our senior 63 T able of Contents unsecured debt could increase the applicable interest rates, yields and other fees payable under such agreements and may limit our flexibility to obtain financing in the future, including to refinance existing indebtedness.
However, any downgrades of our senior unsecured debt could increase the applicable interest rates, yields and other fees payable under such agreements and may limit our flexibility to obtain financing in the future, including to refinance existing indebtedness.
Total revenues and other income decreased $9.90 billion in 2024 compared to 2023 primarily due to: • decreased sales and other operating revenues of $9.52 billion primarily due to decreased average refined product sales prices of $0.24 per gallon, or 10 percent, partially offset by increased refined product sales volumes of 75 mbpd, or 2 percent; • increased income from equity method investments of $306 million largely due to the gain on the sale of assets resulting from the Whistler Joint Venture Transaction and increased income from our Martinez Renewables joint venture; • 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.
Net income attributable to noncontrolling interests increased $236 million mainly due to an increase in MPLX’s net income. 2024 Compared to 2023 Net income attributable to MPC decreased $6.24 billion in 2024 compared to 2023, due to the following: Total revenues and other income decreased $9.90 billion in 2024 compared to 2023 primarily due to: • decreased sales and other operating revenues of $9.52 billion primarily due to decreased average refined product sales prices of $0.24 per gallon, or 10 percent, partially offset by increased refined product sales volumes of 75 mbpd, or 2 percent; • increased income from equity method investments of $306 million largely due to the gain on the sale of assets resulting from the Whistler Joint Venture Transaction and increased income from our Martinez Renewables joint venture; • 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.
Financial Statements and Supplementary Data – Note 19 for further discussion of MPLX’s debt. Capital Requirements Capital Spending 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.
Financial Statements and Supplementary Data – Note 19 for further discussion of MPLX’s debt. Capital Requirements Capital Spending MPC’s capital investment outlook for 2026 totals approximately $1.5 billion for capital projects and investments, excluding capitalized interest, potential acquisitions, if any, and MPLX’s capital investment plan.
(Millions of dollars) Blended crack spread sensitivity (a) (per $1.00/barrel change) $ 1,100 Sour differential sensitivity (b) (per $1.00/barrel change) 515 Sweet differential sensitivity (c) (per $1.00/barrel change) 515 Natural gas price sensitivity (d) (per $1.00/MMBtu) 350 (a) Crack spread based on 42 percent MEH, 40 percent WTI and 18 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.
(Millions of dollars) Blended crack spread sensitivity (a) (per $1.00/barrel change) $ 1,125 Sour differential sensitivity (b) (per $1.00/barrel change) 520 Sweet differential sensitivity (c) (per $1.00/barrel change) 520 Natural gas price sensitivity (d) (per $1.00/MMBtu) 360 (a) Crack spread based on 42 percent MEH, 40 percent WTI and 18 percent ANS with Gulf Coast, Mid-Continent and West Coast product pricing, respectively, and assumes all other differentials and pricing relationships remain unchanged.
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. • Cash used for additions to property, plant and equipment was $2.53 billion in 2024, compared to $1.89 billion in 2023 and $2.42 billion in 2022.
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. • Cash used for additions to property, plant and equipment was $3.49 billion in 2025, compared to $2.53 billion in 2024 and $1.89 billion in 2023.
At December 31, 2024, we had $6.86 billion of investments in equity method investments recorded on our consolidated balance sheet. See Item 8. Financial Statements and Supplementary Data – Note 14 for additional information on our equity method investments. See Item 8.
At December 31, 2025, we had $6.80 billion of investments in equity method investments recorded on our consolidated balance sheet. See Item 8. Financial Statements and Supplementary Data – Note 14 for additional information on our equity method investments. See Item 8.
Risk Factors. 67 T able of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
Risk Factors. 66 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows 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.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows 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.
Accounts payable increased primarily due to increased crude oil volumes and liability for a purchase of tax credits from a third party, partially offset by decreased crude oil prices. Inventories increased primarily due to increases in refined product and materials and supplies inventories, partially offset by a 60 T able of Contents decrease in crude oil inventory.
Accounts payable increased primarily due to increased crude oil volumes and liability for a purchase of tax credits from a third party, partially offset by decreased crude oil prices. Inventories increased primarily due to increases in refined product and materials and supplies inventories, partially offset by a 59 Table of Contents decrease in crude oil inventory.
Maintenance capital is expected to be approximately $350 million, which is essential to maintain the safety, integrity and reliability of our assets. Major capital projects completed over the last three years have focused on refinery optimization, production of higher value products, increased capacity to upgrade residual fuel oil and expanded export capacity.
Refining m aintenance capital is expected to be approximately $450 million, which is essential to maintain the safety, integrity and reliability of our assets. Major capital projects completed over the last three years have focused on refinery optimization, production of higher value products, increased capacity to upgrade residual fuel oil and expanded export capacity.
After evaluating activity in the capital markets, along with the current and projected plan investments, we increased the asset rate of return for our primary plan to 7.10 percent effective for 2025. Decreasing the 7.10 percent asset rate of return assumption by 0.25 percentage points would increase our defined benefit pension expense by $5 million.
After evaluating activity in the capital markets, along with the current and projected plan investments, we decreased the asset rate of return for our primary plan to 6.90 percent effective for 2026. Decreasing the 7.10 percent asset rate of return assumption by 0.25 percentage points would increase our defined benefit pension expense by $5 million.
Assumptions about our customers’ drilling activity are inherently subjective and contingent upon a number of variable factors (including future or expected crude oil and natural gas pricing considerations), many of which are 68 T able of Contents difficult to forecast.
Assumptions about our customers’ drilling activity are inherently subjective and contingent upon a number of variable factors (including future or expected crude oil and natural gas pricing considerations), many of which are 67 Table of Contents difficult to forecast.
The decreases in 2024 and 2023 are primarily due to share repurchases, partially offset by increases in per share dividends. • Cash used in distributions to noncontrolling interests totaled $1.38 billion in 2024, $1.28 billion in 2023 and $1.21 billion in 2022 due to distributions to MPLX common and preferred public unitholders. • Cash used in repurchases of noncontrolling interests totaled $326 million in 2024 and $491 million in 2022 due to MPLX’s repurchases of its common units.
The decreases in 2025 and 2024 are primarily due to share repurchases, partially offset by increases in per share dividends. • Cash used in distributions to noncontrolling interests totaled $1.51 billion in 2025, $1.38 billion in 2024 and $1.28 billion in 2023 due to distributions to MPLX common and preferred public unitholders. • Cash used in repurchases of noncontrolling interests totaled $400 million in 2025 and $326 million in 2024 due to MPLX’s repurchases of its common units.
Our environmental capital expenditures are expected to be approximately $298 million, or 9 percent, of total planned capital expenditures in 2025. Actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements and could increase if additional projects are identified or additional requirements are imposed.
Our environmental capital expenditures are expected to be approximately $183 million, or 4 percent, of total planned capital expenditures in 2026. Actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements and could increase if additional projects are identified or additional requirements are imposed.
Our liquidity, excluding MPLX, totaled $6.79 billion at December 31, 2024 consisting of: December 31, 2024 (Millions of dollars) Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Bank revolving credit facility $ 5,000 $ — $ 1 $ 4,999 Trade receivables facility (a) 100 — — 100 Total $ 5,100 $ — $ 1 $ 5,099 Cash and cash equivalents and short-term investments (b) 1,691 Total liquidity $ 6,790 (a) The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is $100 million.
Our liquidity, excluding MPLX, totaled $6.63 billion at December 31, 2025 consisting of: December 31, 2025 (Millions of dollars) Total Capacity Outstanding Borrowings Outstanding Letters of Credit Available Capacity Bank revolving credit facility $ 5,000 $ — $ 1 $ 4,999 Trade receivables facility (a) 100 — — 100 Total $ 5,100 $ — $ 1 $ 5,099 Cash and cash equivalents and short-term investments (b) 1,535 Total liquidity $ 6,634 (a) The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is $100 million.
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. Refining & Marketing The following includes key financial and operating data for 2024, 2023 and 2022.
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. Refining & Marketing The following includes key financial and operating data for 2025, 2024 and 2023.
(b) Excludes capitalized interest of $56 million, $55 million and $103 million for 2024, 2023 and 2022, respectively. The 2025 capital investment plan excludes capitalized interest. (c) The 2025 capital investment outlook for Midstream - MPLX excludes $242 million of capital expenditures, which is expected to be incurred primarily by MPC and other MPLX customers on MPLX’s behalf.
(b) Excludes capitalized interest of $94 million, $56 million and $55 million for 2025, 2024 and 2023, respectively. The 2026 capital investment plan excludes capitalized interest. (c) The 2026 capital investment outlook for Midstream - MPLX excludes $260 million of capital expenditures, which is expected to be incurred primarily by MPC and other MPLX customers on MPLX’s behalf.
In addition, the facility allows for the issuance of letters of credit in excess of the committed capacity at the discretion of the issuing banks. (b) Excludes $1.52 billion of MPLX cash and cash equivalents.
In addition, the facility allows for the issuance of letters of credit in excess of the committed capacity at the discretion of the issuing banks. (b) Excludes $2.14 billion of MPLX cash and cash equivalents.
At December 31, 2024, market values for refined products exceed 47 T able of Contents their cost basis and, therefore, there is no lower of cost or market inventory valuation reserve at the end of the year. Based on movements of refined product prices, future inventory valuation adjustments could have a negative effect to earnings.
At December 31, 2025, market values for refined products exceed 46 Table of Contents their cost basis and, therefore, there is no lower of cost or market inventory valuation reserve at the end of the year. Based on movements of refined product prices, future inventory valuation adjustments could have a negative effect to earnings.
(b) Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volumes amounts. Midstream The following includes key financial and operating data for 2024, 2023 and 2022. 55 T able of Contents (a) On owned common-carrier pipelines, excluding equity method investments.
(b) Represents fully loaded export cargoes for each time period. These sales volumes are included in the total sales volumes amounts. 53 Table of Contents Midstream The following includes key financial and operating data for 2025, 2024 and 2023. (a) On owned common-carrier pipelines, excluding equity method investments.
Our Renewable Diesel segment adjusted EBITDA is also affected by changes in operating costs, distribution costs, throughput and certain regulatory credits. 48 T able of Contents RESULTS OF OPERATIONS The following discussion includes comments and analysis relating to our results of operations for the years ended December 31, 2024, 2023 and 2022.
Our Renewable Diesel segment adjusted EBITDA is also affected by changes in operating costs, distribution costs, throughput and certain regulatory credits. 47 Table of Contents RESULTS OF OPERATIONS The following discussion includes comments and analysis relating to our results of operations for the years ended December 31, 2025, 2024 and 2023.
(a) Includes intersegment sales to Refining & Marketing. (b Includes Dickinson facility production and purchased product from our Martinez Renewables joint venture. 2024 Compared to 2023 Renewable Diesel segment revenues increased $440 million primarily due to increased sales volume of 419 thousand gallons per day.
(a) Includes intersegment sales to the Refining & Marketing segment. (b Includes Dickinson facility production and purchased product from our Martinez Renewables joint venture. 2025 Compared to 2024 Renewable Diesel segment revenues increased $726 million primarily due to increased sales volume of 187 thousand gallons per day.
Benchmark spot prices (dollars per gallon) 2024 2023 2022 Chicago CBOB unleaded regular gasoline $ 2.14 $ 2.33 $ 2.87 Chicago ultra-low sulfur diesel 2.32 2.61 3.43 USGC CBOB unleaded regular gasoline 2.13 2.34 2.76 USGC ultra-low sulfur diesel 2.36 2.72 3.46 LA CARBOB 2.46 2.81 3.29 LA CARB diesel 2.44 2.91 3.51 Market Indicators (dollars per barrel) WTI $ 75.76 $ 77.60 $ 94.33 MEH 77.35 79.08 96.19 ANS 80.31 82.41 98.98 Crack Spreads Mid-Continent WTI 3-2-1 $ 14.09 $ 18.61 $ 26.93 USGC MEH 3-2-1 11.75 17.49 22.17 West Coast ANS 3-2-1 19.03 30.11 34.91 Blended 3-2-1 (a) 14.03 20.46 26.62 Crude Oil Differentials Sweet $ (1.09) $ (0.48) $ 0.21 Sour (4.45) (6.31) (6.81) (a) Beginning in the second quarter of 2024, the blended crack spreads are weighted 42 percent of the USGC crack spread, 40 percent of the Mid-Continent crack spread and 18 percent of the West Coast crack spread.
Benchmark spot prices (dollars per gallon) 2025 2024 2023 Chicago CBOB unleaded regular gasoline $ 1.92 $ 2.14 $ 2.33 Chicago ultra-low sulfur diesel 2.17 2.32 2.61 USGC CBOB unleaded regular gasoline 1.91 2.13 2.34 USGC ultra-low sulfur diesel 2.22 2.36 2.72 LA CARBOB 2.31 2.46 2.81 LA CARB diesel 2.36 2.44 2.91 Market Indicators (dollars per barrel) WTI $ 64.73 $ 75.76 $ 77.60 MEH 65.87 77.35 79.08 ANS 69.72 80.31 82.41 Crack Spreads Mid-Continent WTI 3-2-1 $ 13.92 $ 14.09 $ 18.61 USGC MEH 3-2-1 12.70 11.75 17.49 West Coast ANS 3-2-1 22.13 19.03 30.11 Blended 3-2-1 (a) 14.89 14.03 20.46 Crude Oil Differentials Sweet $ (0.73) $ (1.09) $ (0.48) Sour (2.76) (4.45) (6.31) (a) Beginning in the second quarter of 2024, the blended crack spreads are weighted 42 percent of the USGC crack spread, 40 percent of the Mid-Continent crack spread and 18 percent of the West Coast crack spread.
See the “Capital Requirements” section for further discussion of our stock repurchases. • Cash used in dividend payments totaled $1.15 billion in 2024, $1.26 billion in 2023 and $1.28 billion in 2022. Dividends per share were $3.39 in 2024, $3.08 in 2023 and $2.49 in 2022.
See the “Capital Requirements” section for further discussion of our stock repurchases. • Cash used in dividend payments totaled $1.14 billion in 2025, $1.15 billion in 2024 and $1.26 billion in 2023. Dividends per share were $3.73 in 2025, $3.39 in 2024 and $3.08 in 2023.
Our total refining capacity was 2,963 mbpcd, 2,950 mbpcd and 2,898 mbpcd as of December 31, 2024, 2023 and 2022, respectively.
Our total refining capacity was 2,986 mbpcd, 2,963 mbpcd and 2,950 mbpcd as of December 31, 2025, 2024 and 2023, respectively.
Refinery crude oil capacity utilization was 92 percent during 2024 and net refinery throughput increased 19 mbpd in 2024. Refining & Marketing segment adjusted EBITDA decreased $8.0 billion primarily driven by decreased per barrel margins. Refining & Marketing margin, excluding LIFO inventory adjustments, was $15.91 per barrel for 2024 compared to $23.15 per barrel for 2023.
Refinery crude oil capacity utilization was 92 percent during 2024 and net refinery throughput increased 19 mbpd in 2024. Refining & Marketing segment adjusted EBITDA decreased $8.0 billion primarily driven by decreased per barrel margins. Refining & Marketing margin was $16.01 per barrel for 2024 compared to $23.00 per barrel for 2023.
Our environmental expenditures, including non-regulatory expenditures, for each of the last three years were: (Millions of dollars) 2024 2023 2022 Capital $ 543 $ 236 $ 167 Compliance: (a) Operating and maintenance 1,390 1,191 987 Remediation (b) 56 49 72 Total $ 1,989 $ 1,476 $ 1,226 (a) Based on the American Petroleum Institute’s definition of environmental expenditures.
Our environmental expenditures, including non-regulatory expenditures, for each of the last three years were: (Millions of dollars) 2025 2024 2023 Capital $ 706 $ 543 $ 236 Compliance: (a) Operating and maintenance 1,381 1,390 1,191 Remediation (b) 49 56 49 Total $ 2,136 $ 1,989 $ 1,476 (a) Based on the American Petroleum Institute’s definition of environmental expenditures.
Financial Statements and Supplementary Data – Note 5 for additional information on MPLX. 46 T able of Contents OVERVIEW OF SEGMENTS Refining & Marketing Refining & Marketing segment adjusted EBITDA depends largely on our refinery throughputs, Refining & Marketing margin, refining operating costs and distribution costs.
Financial Statements and Supplementary Data – Note 4 for additional information on MPLX. 45 Table of Contents OVERVIEW OF SEGMENTS Refining & Marketing Refining & Marketing segment adjusted EBITDA depends largely on our refinery throughputs, Refining & Marketing margin, refining operating costs and distribution costs.
Cash used for acquisitions was $246 million in 2023 due to MPLX’s acquisition of the remaining interest in a gathering and processing joint venture for approximately $270 million, offset by cash acquired of $24 million.
Cash used for acquisitions was $246 million in 2023 due to MPLX’s acquisition of the remaining interest in a gathering and processing joint venture for approximately $270 million, offset by cash acquired of $24 million. • Cash used in net investments was $343 million in 2025, $348 million in 2024 and $205 million in 2023.
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.
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.
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. 59 T able of Contents Reconciliation of Renewable Diesel segment adjusted EBITDA to Renewable Diesel gross margin and Renewable Diesel margin (Millions of dollars) 2024 2023 2022 Renewable Diesel segment adjusted EBITDA $ (150) $ (64) $ 3 Plus (Less): Depreciation and amortization (75) (65) (67) Renewable Diesel JV depreciation and amortization (a) (89) (65) (1) Renewable Diesel planned turnaround costs (7) (20) (3) Renewable Diesel JV planned turnaround costs (a) (9) (25) — LIFO inventory (charge) credit 55 12 (1) Selling, general and administrative expenses 59 61 59 (Income) loss from equity method investments (70) 59 20 Net gain on disposal of assets — (1) — Other income — (1) (8) Renewable Diesel gross margin (286) (109) 2 Plus (Less): Operating expenses (excluding depreciation and amortization) 312 284 119 Depreciation and amortization 75 65 67 Martinez JV depreciation and amortization 85 64 1 Renewable Diesel margin 186 $ 304 189 LIFO inventory (credit) charge (55) (12) 1 Renewable Diesel margin, excluding LIFO inventory (credit) charge $ 131 $ 292 $ 190 (a) Represents MPC’s pro-rata share of expenses from joint ventures included within the Renewable Diesel segment.
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. 58 Table of Contents Reconciliation of Renewable Diesel segment adjusted EBITDA to Renewable Diesel gross margin and Renewable Diesel margin (Millions of dollars) 2025 2024 2023 Renewable Diesel segment adjusted EBITDA $ (110) $ (150) $ (64) Plus (Less): Depreciation and amortization (69) (75) (65) Renewable Diesel JV depreciation and amortization (a) (89) (89) (65) Renewable Diesel planned turnaround costs (39) (7) (20) Renewable Diesel JV planned turnaround costs (a) (18) (9) (25) LIFO inventory adjustment (10) 55 12 Selling, general and administrative expenses 35 59 61 (Income) loss from equity method investments (82) (70) 59 Net gain on disposal of assets — — (1) Other income (33) — (1) Renewable Diesel gross margin (415) (286) (109) Plus (Less): Operating expenses (excluding depreciation and amortization) 412 312 284 Depreciation and amortization 69 75 65 Martinez JV depreciation and amortization 85 85 64 Renewable Diesel margin $ 151 $ 186 $ 304 (a) Represents MPC’s pro-rata share of expenses from joint ventures included within the Renewable Diesel segment.
Substantially all of our commodity derivatives are cleared through exchanges which provide active trading information for identical derivatives and do not require any assumptions in arriving at fair value. Fair value estimation for all our derivative instruments is discussed in Item 8. Financial Statements and Supplementary Data – Note 17.
Financial Statements and Supplementary Data – Note 17 for additional information on fair value measurements. Derivatives We record all derivative instruments at fair value. Substantially all of our commodity derivatives are cleared through exchanges which provide active trading information for identical derivatives and do not require any assumptions in arriving at fair value.
As of January 31, 2025, the credit ratings on our senior unsecured debt are as follows. Company Rating Agency Rating MPC Moody’s Baa2 (stable outlook) Standard & Poor’s BBB (stable outlook) Fitch BBB (stable outlook) The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities.
Company Rating Agency Rating MPC Moody’s Baa2 (stable outlook) Standard & Poor’s BBB (stable outlook) Fitch BBB (stable outlook) The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities.
(“Torñado”), arising from the acquisition of the remaining 40 percent interest in 2023; and • decreased other income of $497 million largely due to lower income on RINs sales and lower insurance proceeds. 49 T able of Contents Total costs and expenses decreased $2.18 billion in 2024 compared to 2023 primarily due to: • decreased cost of revenues of $2.33 billion primarily due to lower crude oil costs and finished product purchases, partially offset by higher contract services and material and supply expenses related to increased turnaround activity; • increased selling, general and administrative expenses of $182 million primarily due to increased contract services costs of $96 million, office and rent expenses of $31 million and $30 million of expense related to decommissioning of non-operating assets; and • decreased other taxes of $63 million largely due to a property tax appeal settlement of $49 million related to retroactive tax assessments for prior periods.
Total costs and expenses decreased $2.18 billion in 2024 compared to 2023 primarily due to: • decreased cost of revenues of $2.33 billion primarily due to lower crude oil costs and finished product purchases, partially offset by higher contract services and material and supply expenses related to increased turnaround activity; • increased selling, general and administrative expenses of $182 million primarily due to increased contract services costs of $96 million, office and rent expenses of $31 million and $30 million of expense related to decommissioning of non-operating assets; and • decreased other taxes of $63 million largely due to a property tax appeal settlement of $49 million related to retroactive tax assessments for prior periods.
Financial Statements and Supplementary Data – Note 11 for further details.
See Item 8. Financial Statements and Supplementary Data – Note 11 for further details.
Decreasing the discount rates of 5.65 percent for our pension plans and 5.50 percent for our other postretirement benefit plans by 0.25 percent would increase pension obligations and other postretirement benefit plan obligations by $73 million and $16 million, respectively, and would increase defined benefit pension expense and other postretirement benefit plan expense by $10 million and less than $1 million, respectively.
Decreasing the discount rates of 5.50 percent for our pension plans and 5.20 percent for our other postretirement benefit plans by 0.25 percent would increase pension obligations and other postretirement benefit plan obligations by $75 million and $15 million, respectively, would increase defined benefit pension expense by $11 million, and would decrease other postretirement benefit plan expense and by less than $1 million.
Major capital projects over the last three years included investments for the development of natural gas and natural gas liquids infrastructure to support MPLX’s producer customers, primarily in the Marcellus, Utica and Permian regions and development of various crude oil and refined petroleum products infrastructure projects.
Major capital projects over the last three years included investments for the development of natural gas and natural gas liquids infrastructure to support MPLX’s producer customers, primarily in the Marcellus, Utica and Permian regions and development of various crude oil and refined petroleum products infrastructure projects. The remaining Midstream segment’s capital investment outlook, excluding MPLX, is approximately $40 million.
This measure should not be considered a substitute for, or superior to, Refining & Marketing gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies. 58 T able of Contents Reconciliation of Refining & Marketing segment adjusted EBITDA to Refining & Marketing gross margin and Refining & Marketing margin (Millions of dollars) 2024 2023 2022 Refining & Marketing segment adjusted EBITDA $ 5,703 $ 13,705 $ 19,259 Plus (Less): Depreciation and amortization (1,767) (1,822) (1,783) Refining planned turnaround costs (1,397) (1,181) (1,119) LIFO inventory credit (charge) 106 (157) 149 Selling, general and administrative expenses 2,472 2,443 2,235 Income from equity method investments (57) (66) (51) Net gain on disposal of assets (1) (2) (37) Other income (342) (870) (678) Refining & Marketing gross margin 4,717 12,050 17,975 Plus (Less): Operating expenses (excluding depreciation and amortization) 11,321 10,833 10,564 Depreciation and amortization 1,767 1,822 1,783 Gross margin excluded from and other income included in Refining & Marketing margin (a) (425) (45) 82 Other taxes included in Refining & Marketing margin (259) (288) (173) Refining & Marketing margin 17,121 24,372 30,231 LIFO inventory (credit) charge (106) 157 (149) Refining & Marketing margin, excluding LIFO inventory (credit) charge $ 17,015 $ 24,529 $ 30,082 (a) Reflects the gross margin, excluding depreciation and amortization, of other related operations included in the Refining & Marketing segment and processing of credit card transactions on behalf of certain of our marketing customers, net of other income.
This measure should not be considered a substitute for, or superior to, Refining & Marketing gross margin or other measures of financial performance prepared in accordance with GAAP, and our calculations thereof may not be comparable to similarly titled measures reported by other companies. 57 Table of Contents Reconciliation of Refining & Marketing segment adjusted EBITDA to Refining & Marketing gross margin and Refining & Marketing margin (Millions of dollars) 2025 2024 2023 Refining & Marketing segment adjusted EBITDA $ 6,138 $ 5,703 $ 13,705 Plus (Less): Depreciation and amortization (1,627) (1,767) (1,822) Refining planned turnaround costs (1,514) (1,397) (1,181) LIFO inventory adjustment 82 106 (157) Selling, general and administrative expenses 2,632 2,472 2,443 Income from equity method investments (9) (57) (66) Net (gain) loss on disposal of assets 2 (1) (2) Other income (347) (342) (870) Refining & Marketing gross margin 5,357 4,717 12,050 Plus (Less): Operating expenses (excluding depreciation and amortization) 11,970 11,321 10,833 Depreciation and amortization 1,627 1,767 1,822 Gross margin excluded from and other income included in Refining & Marketing margin (a) (289) (425) (45) Other taxes included in Refining & Marketing margin (261) (259) (288) Refining & Marketing margin $ 18,404 $ 17,121 $ 24,372 (a) Reflects the gross margin, excluding depreciation and amortization, of other related operations included in the Refining & Marketing segment and processing of credit card transactions on behalf of certain of our marketing customers, net of other income.
Financial Statements and Supplementary Data – Notes 24, 26 and 22, respectively. Other Cash Commitments On January 24, 2025, we announced our board of directors approved a $0.91 per share dividend, payable March 10, 2025 to shareholders of record at the close of business on February 19, 2025.
Financial Statements and Supplementary Data – Notes 24, 26 and 22, respectively. 65 Table of Contents Other Cash Commitments On January 30, 2026, we announced our board of directors approved a $1.00 per share dividend, payable March 10, 2026 to shareholders of record at the close of business on February 18, 2026.
Renewable Diesel Margin 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.
Renewable Diesel Margin Renewable Diesel margin is defined as sales revenue plus value attributable to qualifying regulatory credits earned during the period less cost of renewable inputs and purchased products. We use and believe our investors use this non-GAAP financial measure to evaluate our Renewable Diesel segment’s operating and financial performance.
Investing Activities Net cash provided by investing activities was $1.53 billion in 2024 and $623 million in 2022, compared to net cash used in investing activities of $3.10 billion in 2023. • In 2024, the change in net cash provided was primarily due to maturities and sales of short-term investments of $4.53 billion and $3.30 billion, respectively, partially offset by purchases of short-term investments of $2.95 billion.
In 2024, the change in net cash provided was primarily due to maturities and sales of short-term investments of $4.53 billion and $3.30 billion, respectively, partially offset by purchases of short-term investments of $2.95 billion.
In addition, our long-term asset rate of return assumption is compared to those of other companies and to historical returns for 70 T able of Contents reasonableness. We used the 6.80 percent long-term rate of return to determine our 2024 defined benefit pension expense.
In addition, our long-term asset rate of return assumption is compared to those of other companies and to historical returns for reasonableness. We used the 7.10 percent long-term rate of return to determine our 2025 defined benefit pension expense.
MPC repaid $750 million aggregate principal amount of senior notes that matured September 2024. • During 2023, MPLX issued $1.6 billion of senior notes and used the proceeds to redeem $1.0 billion of senior notes and all of its outstanding Series B preferred units for $600 million. • 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. • Cash used in common stock repurchases totaled $9.19 billion in 2024, $11.57 billion in 2023 and $11.92 billion in 2022.
MPC repaid $750 million aggregate principal amount of senior notes that matured September 2024. • During 2023, MPLX issued $1.6 billion of senior notes and used the proceeds to redeem $1.0 billion of senior notes and all of its outstanding Series B preferred units for $600 million. • Cash used in common stock repurchases totaled $3.49 billion in 2025, $9.19 billion in 2024 and $11.57 billion in 2023.
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. 2024 Compared to 2023 Corporate expenses increased $27 million in 2024 compared to 2023 largely due to increases in contract services of $35 million, office expenses of $24 million and compensation expense of $21 million, partially offset by a decrease in stock-based compensation of $52 million. 2023 Compared to 2022 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.
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. 2025 Compared to 2024 Corporate expenses increased $63 million in 2025 compared to 2024 largely due to an increase in contract services of $52 million. 2024 Compared to 2023 Corporate expenses increased $27 million in 2024 compared to 2023 largely due to increases in contract services of $35 million, office expenses of $24 million and compensation expense of $21 million, partially offset by a decrease in stock-based compensation of $52 million.
At December 31, 2024, we had an aggregate principal amount of outstanding senior notes of $26.90 billion, with $2.95 billion payable within 12 months, and interest on the debt of $16.49 billion, with $1.17 billion payable within 12 months. See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our debt.
At December 31, 2025, we had an aggregate principal amount of outstanding senior notes of $32.45 billion, with $2.25 billion payable within 12 months, and interest on the debt of $21.62 billion, with $1.56 billion payable within 12 months. See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our debt.
MPLX’s growth plans are focused on expanding its Permian to Gulf Coast integrated value chain, progressing long-haul pipeline value enhancing projects to support producer activity, and investing in new gas processing plants in the Marcellus and Permian.
MPLX’s growth capital plans are focused on expanding its Permian to Gulf Coast integrated value chain, progressing long-haul pipeline growth projects to support producer activity, and investing in new gas processing plants in the Marcellus and Permian. The remainder of its capital plan targets debottlenecking of existing assets to meet customer demand.
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.
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.
(Millions of dollars) 2024 2023 2022 Additions to property, plant and equipment per consolidated statements of cash flows $ 2,533 $ 1,890 $ 2,420 Increase (decrease) in capital accruals 34 184 (37) Total capital expenditures 2,567 2,074 2,383 Investments in equity method investees 509 480 405 Total capital expenditures and investments $ 3,076 $ 2,554 $ 2,788 Financing Activities Financing activities were a use of cash of $12.43 billion in 2024, $14.21 billion in 2023 and $13.65 billion in 2022. • During 2024, MPLX issued $1.65 billion aggregate principal amount of 5.50 percent senior notes due June 2034 (the “2034 Senior Notes”) and used the proceeds to repay $1.15 billion aggregate principal amount of senior notes.
(Millions of dollars) 2025 2024 2023 Additions to property, plant and equipment per consolidated statements of cash flows $ 3,486 $ 2,533 $ 1,890 Increase in capital accruals 143 34 184 Total capital expenditures 3,629 2,567 2,074 Investments in equity method investees 1,064 509 480 Total capital expenditures and investments $ 4,693 $ 3,076 $ 2,554 Financing Activities Financing activities were a use of cash of $1.92 billion in 2025, $12.43 billion in 2024 and $14.21 billion in 2023. 60 Table of Contents • 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. • During 2024, MPLX issued $1.65 billion aggregate principal amount of 5.50 percent senior notes due June 2034 and used the proceeds to repay $1.15 billion aggregate principal amount of senior notes.
There were no repurchases of noncontrolling interests in 2023. See the “Capital Requirements” section for further discussion of MPLX’s unit repurchases. Derivative Instruments See Item 7A.
There were no repurchases of noncontrolling interests in 2023. See the “Capital Requirements” section for further discussion of MPLX’s unit repurchases. Derivative Instruments See Item 7A. Quantitative and Qualitative Disclosures about Market Risk for a discussion of derivative instruments and associated market risk.
Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary.
Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary.
These blends are based on MPC’s refining capacity by region in each period. 2024 Compared to 2023 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.
These blends are based on MPC’s refining capacity by region in each period. 51 Table of Contents 2025 Compared to 2024 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.
Commercial Performance 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.
Commercial Performance 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.
Refining planned turnaround costs increased $216 million, or $0.20 per barrel, due to the scope and timing of turnaround activity. 53 T able of Contents Other income decreased by $0.19 per barrel mainly due to lower insurance proceeds in 2024. We purchase RINs to satisfy a portion of our RFS2 compliance.
Refining planned turnaround costs increased $216 million, or $0.20 per barrel, due to the scope and timing of turnaround activity. Other income decreased by $0.19 per barrel mainly due to lower insurance proceeds in 2024.
A goodwill impairment loss is measured as the amount by which a reporting unit's carrying value exceeds its fair value, without exceeding the recorded amount of goodwill. At December 31, 2024, MPC had four reporting units with goodwill totaling approximately $8.24 billion.
We have seven reporting units, five of which have goodwill allocated to them. A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, without exceeding the recorded amount of goodwill. At December 31, 2025, MPC had five reporting units with goodwill totaling approximately $9.35 billion.
(a) Includes intersegment sales to Midstream and sales destined for export. 51 T able of Contents Refining & Marketing Operating Statistics 2024 2023 2022 Net refinery throughput (mbpd ) 2,922 2,903 2,939 Refining & Marketing margin, excluding LIFO inventory credit/charge per barrel (a)(b) $ 15.91 $ 23.15 $ 28.04 LIFO inventory credit (charge) per barrel 0.10 (0.15) 0.14 Refining & Marketing margin per barrel (a)(b) 16.01 23.00 28.18 Less: Refining operating costs per barrel (c) 5.34 5.31 5.34 Distribution costs per barrel 5.48 5.33 4.86 LIFO inventory credit (charge) per barrel 0.10 (0.15) 0.14 Other per barrel (d) (0.24) (0.43) (0.11) Refining & Marketing adjusted EBITDA per barrel 5.33 12.94 17.95 Less: Refining planned turnaround costs per barrel 1.31 1.11 1.04 LIFO inventory (credit) charge per barrel (0.10) 0.15 (0.14) Depreciation and amortization per barrel 1.65 1.72 1.66 Per barrel fees paid to MPLX included in distribution costs above $ 3.70 $ 3.62 $ 3.40 (a) Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.
(a) Includes intersegment sales to the Midstream segment and sales destined for export. 50 Table of Contents Refining & Marketing Operating Statistics 2025 2024 2023 Net refinery throughput (mbpd ) 2,989 2,922 2,903 Refining & Marketing margin per barrel (a)(b) $ 16.87 $ 16.01 $ 23.00 Less: Refining operating costs per barrel (c) 5.59 5.34 5.31 Distribution costs per barrel (d) 5.67 5.48 5.33 LIFO inventory adjustment 0.07 0.10 (0.15) Other per barrel (e) (0.09) (0.24) (0.43) Refining & Marketing adjusted EBITDA per barrel $ 5.63 $ 5.33 $ 12.94 Refining planned turnaround costs per barrel $ 1.39 $ 1.31 $ 1.11 Depreciation and amortization per barrel 1.49 1.65 1.72 Per barrel fees paid to MPLX included in distribution costs above 3.69 3.70 3.62 (a) Sales revenue less cost of refinery inputs and purchased products, divided by net refinery throughput.
As a result, MPLX made distributions totaling $972 million to its common unitholders. MPC’s portion of these distributions was approximately $619 million. 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 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. 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.
For the annual impairment assessment as of November 30, 2024, management performed only a qualitative assessment for three reporting units as we determined it was more likely than not that the fair value of the reporting units exceeded the carrying value.
For the annual impairment assessment as of November 30, 2025, management performed only qualitative assessments for all five reporting units as we determined it was more likely than not that the fair values of the reporting units exceeded their carrying values. See Item 8.
(In millions of dollars, except per unit data) 2024 2023 2022 Number of common units repurchased 8 — 15 Cash paid for common units repurchased $ 326 $ — $ 491 Average cost per unit $ 43.04 $ — $ 31.96 As of December 31, 2024, MPLX had approximately $520 million remaining under its unit repurchase authorization.
(In millions, except per unit data) 2025 2024 2023 Number of common units repurchased 8 8 — Cash paid for common units repurchased $ 400 $ 326 $ — Average cost per unit $ 51.58 $ 43.04 $ — As of December 31, 2025, MPLX had approximately $1.12 billion remaining under its unit repurchase authorizations.
Financial Statements and Supplementary Data – Note 12 for further details. 50 T able of Contents 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. Segment Results We classify our business in the following reportable segments: Refining & Marketing, Midstream and Renewable Diesel.
Financial Statements and Supplementary Data – Note 12 for further details. Net income attributable to noncontrolling interests increased $198 million mainly due to an increase in MPLX’s net income. 49 Table of Contents Segment Results We classify our business in the following reportable segments: Refining & Marketing, Midstream and Renewable Diesel.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

18 edited+2 added−1 removed20 unchanged
Biggest changeSensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of December 31, 2024 is provided in the following table. 72 T able of Contents Change in IFO from a Hypothetical Price Increase of Change in IFO from a Hypothetical Price Decrease of (Millions of dollars) 10% 25% 10% 25% As of December 31, 2024 Crude $ 22 $ 54 $ (22) $ (54) Refined products (29) (72) 29 72 Blending products (2) (5) 2 5 Soybean oil (8) (19) 8 19 We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity.
Biggest changeChange in IFO from a Hypothetical Price Increase of Change in IFO from a Hypothetical Price Decrease of (Millions of dollars) 10% 25% 10% 25% As of December 31, 2025 Crude $ (10) $ (25) $ 10 $ 25 Refined products (13) (33) 13 33 Blending products (1) (3) 1 3 Soybean oil (4) (10) 4 10 We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risk should be mitigated by price changes in the underlying physical commodity.
We continually monitor commodity price exposures and adjust our hedging as necessary to align with market conditions, regulatory requirements, internal price risk management policies, and overall business objectives. Open Derivative Positions and Sensitivity Analysis The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, 2024 and 2023, respectively.
We continually monitor commodity price exposures and adjust our hedging as necessary to align with market conditions, regulatory requirements, internal price risk management policies, and overall business objectives. Open Derivative Positions and Sensitivity Analysis The following table includes the composition of net losses/gains on our commodity derivative positions for the years ended December 31, 2025 and 2024, respectively.
Effects of these offsets are not reflected in the above sensitivity analysis. We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. Changes to the portfolio after December 31, 2024 would cause future IFO effects to differ from those presented above.
Effects of these offsets are not reflected in the above sensitivity analysis. We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. Changes to the portfolio after December 31, 2025 would cause future IFO effects to differ from those presented above.
See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our debt. Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of December 31, 2024 is provided in the following table.
See Item 8. Financial Statements and Supplementary Data – Note 19 for additional information on our debt. Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on long-term debt, including the portion classified as current and excluding finance leases, as of December 31, 2025 is provided in the following table.
As of December 31, 2024, we did not have any financial derivative instruments to hedge the risks related to interest rate or foreign currency exchange rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.
As of December 31, 2025, we did not have any financial derivative instruments to hedge the risks related to interest rate or foreign currency exchange rate fluctuations; however, we have used them in the past, and we continually monitor the market and our exposure and may enter into these agreements again in the future.
Financial Statements and Supplementary Data – Note 17 for additional information on the fair value of our debt. Foreign Currency Exchange Rate Risk We are exposed to exchange rate fluctuations related to our foreign operations in Canada and Mexico. We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in 2024.
Financial Statements and Supplementary Data – Note 17 for additional information on the fair value of our debt. Foreign Currency Exchange Rate Risk We are exposed to exchange rate fluctuations related to our foreign operations in Canada and Mexico. We did not use derivatives to hedge our market risk exposure to these foreign exchange rate fluctuations in 2025.
The fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and, in addition to short-term investments which are recorded at fair value, are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.
The fair value of cash and cash equivalents, receivables, accounts payable and accrued interest approximate carrying value and, in addition to 71 Table of Contents short-term investments which are recorded at fair value, are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.
(b) Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, 2024. (c) Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, 2024. See Item 8.
(b) Assumes a 100-basis point decrease in the weighted average yield-to-maturity at December 31, 2025. (c) Assumes a 100-basis-point change in interest rates. The change in net income was based on the weighted average balance of debt outstanding for the year ended December 31, 2025. See Item 8.
Our credit exposure related to commodity derivative instruments is represented by the fair value of contracts with a net positive fair 73 T able of Contents value at the reporting date. Outstanding instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements.
Our credit exposure related to commodity derivative instruments is represented by the fair value of contracts with a net positive fair value at the reporting date. Outstanding instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements.
(Millions of dollars) 2024 2023 Realized gain (loss) on settled derivative positions $ (94) $ 8 Unrealized gain (loss) on open net derivative positions 3 (14) Net loss $ (91) $ (6) See Item 8. Financial Statements and Supplementary Data – Note 18 for additional information on our open derivative positions at December 31, 2024.
(Millions of dollars) 2025 2024 Realized loss on settled derivative positions $ (52) $ (94) Unrealized gain on open net derivative positions 28 3 Net loss $ (24) $ (91) See Item 8. Financial Statements and Supplementary Data – Note 18 for additional information on our open derivative positions at December 31, 2025.
(Millions of dollars) Fair Value (a) Change in Fair Value (b) Change in Net Income for the Year ended December 31, 2024 (c) Long-term debt Fixed-rate $ 25,133 $ 1,885 n/a Variable-rate $ — $ — $ — (a) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
(Millions of dollars) Fair Value (a) Change in Fair Value (b) Change in Net Income for the Year ended December 31, 2025 (c) Long-term debt Fixed-rate $ 31,331 $ 2,494 n/a Variable-rate $ — $ — $ — (a) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
In the event of a counterparty default, we may sustain a loss and our cash receipts could be negatively impacted. 74 T able of Contents
In the event of a counterparty default, we may sustain a loss and our cash receipts could be negatively impacted. 72 Table of Contents
We employ hedging strategies with exchange traded instruments in commodity markets to minimize the impact of price volatility during this time. While these hedging activities are intended to reduce price volatility, they do not completely eliminate commodity price risk.
We are also exposed to market volatility between the time the renewable product is produced and when it is sold. We employ hedging strategies with exchange traded instruments in commodity markets to minimize the impact of price volatility during this time. While these hedging activities are intended to reduce price volatility, they do not completely eliminate commodity price risk.
We closely monitor and hedge our exposure to market risk on a daily basis in accordance with policies approved by our board of directors.
We closely monitor and hedge our exposure to market risk on a daily basis in accordance with policies approved by our board of directors. Our positions are monitored daily by a risk control group to ensure compliance with our stated risk management policy.
MPLX would be exposed to additional commodity risk in certain situations such as if producers under‑deliver or over‑deliver products or if processing facilities are operated in different recovery modes. In the event that MPLX has derivative positions in excess of the product delivered or expected to be delivered, the excess derivative positions may be terminated.
MPLX would be exposed to additional commodity risk in certain situations such as if producers under‑deliver or over‑deliver products or if processing facilities are operated in different recovery modes.
Our positions are monitored daily by a risk control group to ensure compliance with our stated risk management policy. 71 T able of Contents Midstream 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 MPLX’s control.
Midstream 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 MPLX’s control.
We are subject to price volatility mainly in agricultural commodities markets in relation to renewable feedstock used in the production of renewable diesel. To mitigate this risk, we use futures contracts traded on commodity exchanges as hedging instruments. We are also exposed to market volatility between the time the renewable product is produced and when it is sold.
To manage these risks, we employ hedging strategies in accordance with our objectives and company policies. We are subject to price volatility mainly in agricultural commodities markets in relation to renewable feedstock used in the production of renewable diesel. To mitigate this risk, we use futures contracts traded on commodity exchanges as hedging instruments.
MPLX management conducts a standard credit review on counterparties to derivative contracts, and it has provided the counterparties with a guaranty as credit support for its obligations if requested. MPLX uses standardized agreements that allow for offset of certain positive and negative exposures in the event of default or other terminating events, including bankruptcy.
In the event that MPLX has derivative positions in excess of the product delivered or expected to be delivered, the excess derivative positions may be terminated. 70 Table of Contents MPLX management conducts a standard credit review on counterparties to derivative contracts, and it has provided the counterparties with a guaranty as credit support for its obligations if requested.
Removed
Renewable Diesel MPC is exposed to commodity price risk related to the acquisition of renewable feedstocks and the sale of renewable diesel. To manage these risks, we employ hedging strategies in accordance with our objectives and company policies.
Added
MPLX uses standardized agreements that allow for offset of certain positive and negative exposures in the event of default or other terminating events, including bankruptcy. Renewable Diesel MPC is exposed to commodity price risk related to the acquisition of renewable feedstocks and the sale of renewable diesel.
Added
Sensitivity analysis of the incremental effects on income from operations (“IFO”) of hypothetical 10 percent and 25 percent increases and decreases in commodity prices for open commodity derivative instruments as of December 31, 2025 is provided in the following table.

Other MPC 10-K year-over-year comparisons