Marathon Petroleum Corporation (MPC) is a leading, integrated, downstream and midstream energy company with nearly 140 years of history in the energy business. The company operates one of the nation's largest refining systems with approximately 3.0 million barrels per day of crude oil refining capacity and believes it is one of the largest wholesale suppliers of gasoline and distillates to resellers in the United States. Its integrated midstream energy asset network links producers of natural gas and NGLs from some of the largest supply basins in the United States to domestic and international markets, and it is also one of the largest producers and marketers of renewable diesel in the United States.

MPC competes with a number of other companies to acquire crude oil for refinery processing and in the distribution and marketing of a full array of refined products. Its marketing operations compete with numerous other independent marketers, integrated oil companies and high-volume retailers. The company's Midstream operations face competition for natural gas gathering, crude oil transportation, and in obtaining natural gas supplies for processing and related services. The renewable diesel business is evolving, particularly with regard to regulatory credits, access to renewable feedstock supply and the marketing of renewable products, and MPC competes with a number of other companies in acquiring various renewable feedstocks for processing and in the distribution and marketing of renewable diesel and renewable naphtha, primarily on the West Coast.

MPC generates revenue through three reportable operating segments: Refining & Marketing, Midstream, and Renewable Diesel. The Refining & Marketing segment refines crude oil and other feedstocks at its refineries, purchases refined products and ethanol for resale, and distributes refined products through transportation, storage, distribution and marketing services provided largely by its Midstream segment. The Midstream segment 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; it also gathers, treats, processes and transports natural gas, and transports, fractionates, stores and markets NGLs. The Renewable Diesel segment processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable diesel through the Midstream segment and third parties. Revenue is primarily transactional from the sale of refined products, renewable diesel, and midstream services.

The Refining & Marketing segment operates refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States with an aggregate crude oil refining capacity of 2,986 mbpcd ¹. During 2025, its refineries processed 2,787 mbpd ² of crude oil and 202 mbpd ³ of other charge and blendstocks. The segment sells 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. As of December 31, 2025, there were 7,882 ⁴ brand jobber outlets in 40 states, the District of Columbia and Mexico, and long-term supply contracts for 1,162 ⁵ direct dealer locations primarily in Southern California. Refined product sales volumes totaled 3,718 mbpd ⁶ in 2025. The segment also holds a 49.9 percent ⁷ equity interest in LF Bioenergy, an emerging producer of renewable natural gas.

The Midstream segment primarily includes the operations of MPLX, a diversified, large-cap master limited partnership formed in 2012. As of December 31, 2025, MPC owned the general partner of MPLX and approximately 64 percent ⁸ of the outstanding MPLX common units. MPLX owns and operates a network of crude oil, natural gas and refined product pipelines, light products terminals, storage assets, and a fleet of owned and leased towboats and barges. Its assets include natural gas gathering systems and natural gas processing and NGL fractionation complexes. MPC-retained midstream assets include four Jones Act medium range product tankers ⁹, three Jones Act 750 Series ATB vessels ¹⁰, and ownership interests in several crude oil and refined products pipeline systems. The Renewable Diesel segment includes a wholly owned facility in Dickinson, North Dakota with the capacity to produce 184 million gallons per year ¹¹ of renewable diesel, and the Martinez renewable diesel joint venture, a 50/50 ¹² partnership with Neste Corporation, which has the capacity to produce 730 million gallons per year ¹³ including pretreatment capabilities. MPC also formed the Green Bison Soy Processing joint venture with ADM, with ADM owning 75 percent ¹⁴ and MPC owning 25 percent ¹⁵, which has capacity to produce approximately 600 million pounds ¹⁶ of refined soybean oil annually.

During 2025, MPC completed several significant transactions. On August 29, 2025, MPLX completed the acquisition of 100 percent of Northwind Midstream for $2.4 billion ¹⁷ in cash. On July 1, 2025, MPLX purchased the remaining 55 percent ¹⁸ interest in BANGL, LLC for $703 million ¹⁹ cash, plus an earnout provision of up to $275 million ²⁰ based on targeted EBITDA growth from 2026 to 2029. On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million ²¹ in cash. On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing assets to a subsidiary of Harvest Midstream for $980 million ²² in cash, resulting in a gain of $159 million ²³. On July 31, 2025, MPC sold its 49.9 percent ²⁴ interest in The Andersons Marathon Holdings LLC for cash proceeds of $427 million ²⁵, recording a gain of $254 million ²⁶. On February 10, 2025, MPC issued $2.0 billion ²⁷ aggregate principal amount of senior notes. MPLX issued $6.5 billion ²⁸ aggregate principal amount of senior notes during 2025 and repaid $1.70 billion ²⁹ aggregate principal amount. MPC repurchased 21 million ³⁰ shares for $3.399 billion ³¹ in 2025, and MPLX repurchased approximately 8 million ³² MPLX common units at an average cost per unit of $51.58 ³³ and paid approximately $400 million ³⁴ of cash.

Net income attributable to MPC increased $602 million ³⁵ in 2025 compared to 2024, or $3.14 ³⁶ per diluted share. Total revenues and other income decreased $5.19 billion ³⁷ to $135.222 billion ³⁸ in 2025 from $140.412 billion ³⁹ in 2024. Total costs and expenses decreased $6.69 billion ⁴⁰ to $126.931 billion ⁴¹ in 2025 from $133.616 billion ⁴² in 2024. Segment adjusted EBITDA for reportable segments was $12.778 billion ⁴³ in 2025 compared to $12.097 billion ⁴⁴ in 2024. Net cash provided by operating activities was $8.253 billion ⁴⁵ in 2025, compared to $8.665 billion ⁴⁶ in 2024.

MPC's Midstream segment is pursuing growth through the expansion of its Permian to Gulf Coast natural gas and NGL value chains, as highlighted by the Northwind Midstream Acquisition and the BANGL Acquisition. The company also notes the progression of long-haul pipeline growth projects and expansion of Gulf Coast fractionation and export facilities. Management believes the Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.

MPC's Refining & Marketing segment is focused on leveraging the complexity of its 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 commercial performance. The company is also focused on integrated value chain optimization to be a leader in operational, financial, and sustainability performance, with a goal to improve value chain optimization with a more integrated and advanced approach to decision making so that each individual asset generates free cash flow back to the business and contributes to shareholder returns.

MPC is focused on sustainable structural changes to improve its cost competitiveness while maintaining safe and reliable operations. The company has existing targets for reducing Scope 1 & 2 GHG emissions intensity, for lowering methane emissions intensity, and for lowering its freshwater withdrawal intensity. Management is committed to achieving operational excellence by reducing costs, improving efficiency, driving operational improvements and being disciplined in capital allocation, which means lowering costs in all aspects of the business and being disciplined in every dollar spent across the organization.

MPC's capital investment outlook for 2026 totals approximately $1.5 billion ⁴⁷ for capital projects and investments, excluding capitalized interest, potential acquisitions, and MPLX's capital investment plan. This includes approximately $1.41 billion ⁴⁸ for the Refining & Marketing segment, which includes approximately $710 million ⁴⁹ for Refining value enhancing capital projects, $250 million ⁵⁰ for Marketing investments, and approximately $450 million ⁵¹ for Refining maintenance capital. MPLX's capital investment outlook totals approximately $2.7 billion ⁵², net of reimbursements and excluding capitalized interest and potential acquisitions, and includes approximately $2.4 billion ⁵³ of growth capital and $300 million ⁵⁴ of maintenance capital. The 2026 capital investment outlook for Midstream - MPLX excludes $260 million ⁵⁵ of capital expenditures expected to be incurred primarily by MPC and other MPLX customers on MPLX's behalf. As of December 31, 2025, MPC had $4.38 billion ⁵⁶ remaining under its share repurchase authorization, and MPLX had approximately $1.12 billion ⁵⁷ remaining under its unit repurchase authorizations.

MPC's Refining & Marketing segment results for 2025 versus 2024 reflect higher realized refining margins supported by stable demand and by gasoline and distillate inventory levels in the U.S. that were at or below five-year averages. Longer term, global demand growth is expected to outpace the net impact of refining capacity additions and rationalizations through the end of the decade. Management anticipates these fundamentals, as well as the U.S. refining industry's current structural advantages over the rest of the world, will support a constructive environment for U.S. refiners.

The filing identifies several headwinds and constraints. MPC's financial results are highly dependent on volatile refining margins, which are influenced by factors beyond its control including global and regional inventory levels, transportation infrastructure cost and availability, temporary and permanent closures of other refineries, global and domestic political instability, tariffs on goods imported into the United States, and local weather conditions. The company also faces risks from developments aimed at reducing vehicle emissions, increasing vehicle efficiency, or reducing the sale of new internal combustion engine vehicles, which may decrease demand for liquid transportation fuels. Additionally, the availability and cost of renewable identification numbers and credits related to low carbon fuel programs and incentives could have an adverse effect on financial condition and results of operations.

Management's message emphasizes a commitment to safety, reliability, and sustainability, focusing on sustainable structural changes to improve cost competitiveness while maintaining safe and reliable operations. Key strategic priorities include operational excellence through cost reduction and disciplined capital allocation, commercial performance by leveraging facility complexity and selecting advantaged raw materials, and integrated value chain optimization to be a leader in operational, financial, and sustainability performance. Management also highlights the strong results from the Midstream segment, which benefitted from the expansion of its Permian to Gulf Coast natural gas and NGL value chains with the Northwind Midstream Acquisition and the BANGL Acquisition, and the progression of long-haul pipeline growth projects.

For the year ended December 31, 2025, total revenues and other income were $135.222 billion ⁶⁰, compared to $140.412 billion ⁶¹ in 2024 and $150.307 billion ⁶² in 2023. Net income attributable to MPC was $4.047 billion ⁶³ in 2025, compared to $3.445 billion ⁶⁴ in 2024 and $9.681 billion ⁶⁵ in 2023. Diluted earnings per share attributable to MPC were $13.22 ⁶⁶ in 2025, compared to $10.08 ⁶⁷ in 2024 and $23.63 ⁶⁸ in 2023. Income from operations was $8.291 billion ⁶⁹ in 2025, compared to $6.796 billion ⁷⁰ in 2024 and $14.514 billion ⁷¹ in 2023. Net cash provided by operating activities was $8.253 billion ⁷² in 2025, $8.665 billion ⁷³ in 2024, and $14.117 billion ⁷⁴ in 2023. Total debt obligations for borrowed money and finance lease obligations were $33.31 billion ⁷⁵ at December 31, 2025, including $26.01 billion ⁷⁶ of obligations of MPLX and its subsidiaries. Cash and cash equivalents were $3.672 billion ⁷⁷ at December 31, 2025, compared to $3.210 billion ⁷⁸ at December 31, 2024. Segment adjusted EBITDA for the Refining & Marketing segment was $6.138 billion ⁷⁹ in 2025, compared to $5.703 billion ⁸⁰ in 2024. Segment adjusted EBITDA for the Midstream segment was $6.750 billion ⁸¹ in 2025, compared to $6.544 billion ⁸² in 2024. Segment adjusted EBITDA for the Renewable Diesel segment was a loss of $110 million ⁸³ in 2025, compared to a loss of $150 million ⁸⁴ in 2024. Items not allocated to segments in 2025 included a gain on sale of assets of $897 million ⁸⁵, legal settlements of $253 million ⁸⁶, and an SRE credit of $57 million ⁸⁷, partially offset by transaction-related costs of $33 million ⁸⁸.

MPC's financial results are highly dependent on volatile refining margins, which are influenced by factors beyond its control including global and regional inventory levels, transportation infrastructure cost and availability, and global political instability. The company faces significant risk from developments aimed at reducing vehicle emissions and increasing fuel efficiency, such as government mandates for electric vehicles, which may decrease demand for liquid transportation fuels. MPC is also exposed to the volatility in the market price of RINs and LCFS credits, with expenses associated with purchased RINs totaling $1.33 billion ⁵⁸ in 2025. The company has significant debt obligations of $33.31 billion ⁵⁹ at December 31, 2025, which could increase its vulnerability to changing economic conditions and limit its flexibility. Additionally, MPC's operations are subject to business interruptions and inherent hazards such as explosions, fires, and refinery releases, which could result in substantial liability and operational disruptions.