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Marathon Petroleum MPC · USD

Energy · Oil, Gas & Consumable Fuels · US listing · 🇺🇸 United States

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Marathon Petroleum annual report

Filed with the US Securities and Exchange Commission

10-K

The latest annual report covers the year to 31 Dec 2025, filed on 26 Feb 2026.

Read the 10-K on SEC.gov ↗

Five-year highlights

In USD.

FY2025FY2024FY2023FY2022FY2021
Revenue$132.70bn$138.86bn$148.38bn$177.45bn$119.98bn
Operating income$7.04bn$6.09bn$13.25bn$19.97bn$4.30bn
Net income$4.05bn$3.44bn$9.68bn$14.52bn$9.74bn
Free cash flow$4.77bn$6.13bn$12.23bn$13.94bn$2.90bn
Total assets$85.56bn$78.86bn$85.99bn$89.90bn$85.37bn
Shareholders' equity$17.31bn$17.75bn$24.40bn$27.71bn$26.21bn

Revenue by business

Year to 31 Dec 2025

  • Crude oil $5.82bn · 4.4%
  • Refined products $2.80bn · 2.1%
  • Services and other $5.0m · 0.0%

From the 2025 annual report

As filed, for the year to Dec. 31, 2025. A later report may be linked above: this is the newest our data supplier has processed.

As filed
Document
10-K
Registrant
Marathon Petroleum Corporation
Fiscal year end
Dec. 31, 2025
Listed on
NYSE
Filer category
Large Accelerated Filer
Auditor
PricewaterhouseCoopers LLP
Auditor location
Toledo, Ohio
Income statement USD ($) shares in Millions, $ in Millions
Dec. 31, 2025Dec. 31, 2024Dec. 31, 2023
Sales and other operating revenues132,699138,864148,379
Income from equity method investments1,6221,048742
Net gain on disposal of assets17328217
Other income728472969
Revenues And Other Income135,222140,412150,307
Cost of revenues (excludes items below)119,446126,240128,566
Depreciation and amortization3,2513,3373,307
Selling, general and administrative expenses3,3493,2213,039
Other taxes885818881
Total costs and expenses126,931133,616135,793
Income from operations8,2916,79614,514
Net interest and other financial costs1,276839525
Income before income taxes7,0155,95713,989
Provision for income taxes1,1378902,817
Net income5,8785,06711,172
Redeemable noncontrolling interest02794
Noncontrolling interests1,8311,5951,397
Net income attributable to MPC4,0473,4459,681
Net income attributable to MPC per share, basic13.2410.1123.73
Weighted Average Number of Shares Outstanding, Basic305340407
Net income attributable to MPC per share, diluted13.2210.0823.63
Weighted Average Number of Shares Outstanding, Diluted306341409
Balance sheet USD ($) $ in Millions
Cash and cash equivalents—3,6723,210
Receivables, less allowance for expected credit loss of $20 and $73, respectively—10,31711,145
Inventories—10,1299,568
Other current assets—662524
Total current assets—24,78024,447
Equity method investments—6,7956,857
Property, plant and equipment, net[1]37,39735,028
Goodwill—9,3548,244
Intangibles, net—2,7141,774
Right of use assets, net—1,4931,300
Other noncurrent assets—1,4221,208
Total assets—83,95578,858
Accounts payable—12,97413,906
Payroll and benefits payable—1,1071,096
Accrued taxes—1,4841,204
Debt due within one year—2,3713,049
Operating lease liabilities—489417
Other current liabilities—1,2531,155
Total current liabilities—19,67820,827
Long-term debt—30,50524,432
Deferred income taxes—5,9845,771
Defined benefit postretirement plan obligations—1,1731,157
Long-term operating lease liabilities—993860
Deferred credits and other liabilities—1,5361,305
Total liabilities—59,86954,352
Redeemable noncontrolling interest—0203
Preferred stock, no shares issued and outstanding (par value $0.01 per share, 30 million shares authorized)—00
Issued – 994 million and 994 million shares (par value $0.01 per share, 2 billion shares authorized)—1010
Held in treasury, at cost – 699 million and 678 million shares—-56,027-52,623
Additional paid-in capital—33,68533,624
Retained earnings—39,75136,848
Accumulated other comprehensive loss—-105-114
Total MPC stockholders’ equity—17,31417,745
Noncontrolling interests—6,7726,558
Total equity—24,08624,303
Total liabilities, redeemable noncontrolling interest and equity—83,95578,858
[1] Includes finance leases. See Note 26.——[1]Includes finance leases. See Note 26.
[1]Includes finance leases. See Note 26.
Cash flow statement USD ($) $ in Millions
Dec. 31, 2025Dec. 31, 2024Dec. 31, 2023
Net income—5,8785,06711,172
Amortization of deferred financing costs and debt discount—39-31-78
Depreciation and amortization—3,2513,3373,307
Pension and other postretirement benefits, net—1659-191
Deferred income taxes—282-124-28
Net gain on disposal of assets—-173-28-217
Income from equity method investments—-1,622-1,048-742
Distributions from equity method investments—1,2551,215941
Changes in the fair value of derivative instruments—-167170
Current receivables—8901,1172,109
Inventories—-596-270-489
Current liabilities and other current assets—-776-438-1,318
Right of use assets and operating lease liabilities, net—13-10-7
All other, net—-188-252-412
Net cash provided by operating activities—8,2538,66514,117
Additions to property, plant and equipment—-3,486-2,533-1,890
Acquisitions, net of cash acquired—-3,316-688-246
Disposal of assets—1,0053536
Investments – acquisitions and contributions—-1,064-509-480
Investments – redemptions, repayments, return of capital and sales proceeds—721161275
Purchases of short-term investments—0-2,949-8,622
Sales of short-term investments—03,2952,082
Maturities of short-term investments—04,5265,048
All other, net—273196702
Net cash provided by (used in) investing activities—-5,8671,534-3,095
Commercial paper – issued—5,05500
Commercial paper– repayments—-5,05500
Long-term debt – borrowings—11,1661,6311,589
Long-term debt – repayments—-6,463-1,984-1,079
Debt issuance costs—-80-15-15
Issuance of common stock—242562
Common stock repurchased—-3,488-9,189-11,572
Dividends paid—-1,140-1,154-1,261
Distributions to noncontrolling interests—-1,513-1,377-1,281
Repurchases of noncontrolling interests—-400-3260
Redemption of noncontrolling interests - preferred units—00-600
All other, net—-30-45-50
Net cash used in financing activities—-1,924-12,434-14,207
Net change in cash, cash equivalents and restricted cash—462-2,235-3,185
Cash, cash equivalents, restricted cash and restricted cash equivalents, ending balance[1]3,6733,2115,446
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning balance[1]3,2115,4468,631
[1] Restricted cash is included in other current assets on our consolidated balance sheets.———[1]Restricted cash is included in other current assets on our consolidated balance sheets.
[1]Restricted cash is included in other current assets on our consolidated balance sheets.
Note: Segment Information

Segment Information We have three reportable segments: Refining & Marketing, Midstream and Renewable Diesel. Each of these segments is organized and managed based upon the nature of the products and services it offers.•Refining & Marketing – refines crude oil and other feedstocks at our refineries in the Gulf Coast, Mid-Continent and West Coast regions of the United States, purchases refined products and ethanol for resale and distributes refined products through transportation, storage, distribution and marketing services provided largely by our Midstream segment. We sell refined products to wholesale marketing customers domestically and internationally, to buyers on the spot market, to independent entrepreneurs who operate primarily Marathon® branded outlets and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® brand. •Midstream – gathers, transports, stores and distributes crude oil, refined products, including renewable diesel, and other hydrocarbon-based products principally for the Refining & Marketing segment via refining logistics assets, pipelines, terminals, towboats and barges; gathers, treats, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. The Midstream segment primarily reflects the results of MPLX.•Renewable Diesel - processes renewable feedstocks into renewable diesel, markets renewable diesel and distributes renewable products through our Midstream segment and third parties. We sell renewable diesel to wholesale marketing customers, to buyers on the spot market and through long-term supply contracts with direct dealers who operate locations mainly under the ARCO® brand.Our chief operating decision maker (“CODM”) evaluates the performance of our segments using segment adjusted EBITDA. Our CODM is our chief executive officer. The CODM uses adjusted EBITDA by segment results and considers forecast-to-actual variances on a periodic basis when making decisions about allocating capital and personnel as part of the annual business plan process and ongoing monitoring of performance. Amounts included in income before income taxes and excluded from adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary.

Note: Revenue

RevenueThe following table presents our revenues from external customers disaggregated by segment and product line:(Millions of dollars)202520242023Refining & MarketingRefined products$116,504 $122,429 $132,675 Crude oil5,817 7,298 7,423 Services and other1,931 1,861 1,737 Total revenues from external customers124,252 131,588 141,835 MidstreamRefined products2,022 1,668 1,675 Services and other(a)3,606 3,529 3,236 Total revenues from external customers5,628 5,197 4,911 Renewable DieselRefined products2,799 2,073 1,628 Services and other15 6 5 Total revenues from external customers2,814 2,079 1,633 Other service revenue5 — — Sales and other operating revenues$132,699 $138,864 $148,379 (a) Includes sales-type lease revenue. See Note 26.We do not disclose information on the future performance obligations for any contract with expected duration of one year or less at inception. As of December 31, 2025, we do not have future performance obligations that are material to future periods. Contract BalancesOur receivables primarily consist of customer receivables. Significant, non-customer balances included in our receivables at December 31, 2025 and December 31, 2024 include matching buy/sell receivables of $4.1 billion and $4.3 billion, respectively.Our contract liabilities primarily represent advances from our customers prior to product of service delivery. At December 31, 2025 and December 31, 2024, contract liabilities were $215 million and $515 million, respectively. Contract liabilities are included in other current liabilities and deferred credits and other liabilities on our consolidated balance sheets. We classify contract liabilities as current or long-term based on the timing of when we expect to recognize revenue.

Note: Commitments and Contingencies

Commitments and Contingencies We are the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Some of these matters are discussed below. For matters for which we have not recorded a liability, we are unable to estimate a range of possible loss because the issues involved have not been fully developed through pleadings, discovery or court proceedings. However, the ultimate resolution of some of these contingencies could, individually or in the aggregate, be material.Environmental Matters We are subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites and certain other locations including presently or formerly owned or operated retail marketing sites. Penalties may be imposed for noncompliance.At December 31, 2025 and 2024, accrued liabilities for remediation totaled $355 million and $364 million, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties, if any, that may be imposed. Receivables for recoverable costs from certain states, under programs to assist companies in clean-up efforts related to underground storage tanks at presently or formerly owned or operated retail marketing sites, were $4 million and $6 million at December 31, 2025 and 2024, respectively.We are involved in a number of environmental enforcement matters arising in the ordinary course of business. While the outcome and impact on us cannot be predicted with certainty, management believes the resolution of these environmental matters will not, individually or collectively, have a material adverse effect on our consolidated results of operations, financial position or cash flows.Climate Change LitigationGovernmental and other entities in various states have filed climate-related lawsuits against a number of energy companies, including MPC. Although each suit is separate and unique, the lawsuits generally allege defendants made knowing misrepresentations about knowingly concealing, or failing to warn of the impacts of their petroleum products, which led to increased demand and worsened climate change.

Note: Debt

Debt Our outstanding borrowings at December 31, 2025 and 2024 consisted of the following:(Millions of dollars)December 31,2025December 31,2024Marathon Petroleum Corporation:Senior notes$6,449 $5,699 MARAD debt161 174 Finance lease obligations689 718 Total7,299 6,591 MPLX LP:Senior notes26,000 21,200 Finance lease obligations6 6 Total26,006 21,206 Total debt33,305 27,797 Unamortized debt issuance costs(204)(142)Unamortized discount, net of unamortized premium(225)(174)Amounts due within one year(2,371)(3,049)Total long-term debt due after one year$30,505 $24,432 Commercial PaperWe have in place a commercial paper program that allows us to have a maximum of $2.0 billion in commercial paper outstanding, with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under the MPC Credit Agreement.MPC Senior Notes December 31,(Millions of dollars)20252024Senior notes, 4.700% due May 2025$— $1,250 Senior notes, 5.125% due December 2026719 719 Senior notes, 3.800% due April 2028496 496 Senior notes, 5.150% due March 20301,100 — Senior notes, 5.700% due March 2035900 — Senior notes, 6.500% due March 20411,250 1,250 Senior notes, 4.750% due September 2044800 800 Senior notes, 5.850% due December 2045250 250 Senior notes, 4.500% due April 2048498 498 Andeavor senior notes, 3.800% - 5.125% due 2026 – 204836 36 Senior notes, 5.000%, due September 2054400 400 Total$6,449 $5,699 2025 ActivityOn 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. The 2025 Senior Note Offering replaced the $750 million aggregate principal amount of 3.625 percent senior notes that matured in September 2024 and was used to repay the $1.250 billion aggregate principal amount of 4.700 percent senior notes at maturity on May 1, 2025.2024 ActivityOn September 16, 2024, we repaid the $750 million outstanding principal amount of 3.625 percent senior notes due September 2024 at maturity using cash on hand. Interest on each series of senior notes is payable semi-annually in arrears.

Note: Income Taxes

Income Taxes(Millions of dollars)202520242023Income (loss) from operations before income taxes:Domestic$6,958 $5,964 $13,875 Foreign57 (7)114 Total$7,015 $5,957 $13,989 Provision (benefit) for income taxes:Current:Federal$706 $862 $2,359 State and local129 144 475 Foreign20 8 11 Total current855 1,014 2,845 Deferred:Federal255 (90)18 State and local25 (33)(46)Foreign2 (1)— Total deferred282 (124)(28)Total$1,137 $890 $2,817 A reconciliation of the federal statutory income tax rate to the effective tax rate applied to income from before income taxes follows:202520242023(Millions of dollars)Amount%Amount%Amount%Federal statutory rate $1,473 21.0 %$1,251 21.0 %$2,937 21.0 %State and local income taxes, net of federal income tax effects(a)128 1.8 91 1.5 338 2.4 Nontaxable or nondeductible items:Noncontrolling interests(385)(5.5)(341)(5.7)(314)(2.2)Other24 0.3 (44)(0.8)(30)(0.3)Tax credits(84)(1.2)(42)(0.7)— — Other adjustments(19)(0.2)(25)(0.4)(114)(0.8)Effective tax rate applied to income before income taxes$1,137 16.2 %$890 14.9 %$2,817 20.1 %(a) State taxes in California, Texas and Kentucky make up the majority of the tax effect of this category.Deferred tax assets and liabilities resulted from the following:December 31,(Millions of dollars)20252024Deferred tax assets:Employee benefits$560 $558 Environmental remediation80 81 Finance lease obligations409 433 Operating lease liabilities314 243 Net operating loss carryforwards32 39 Tax credit carryforwards20 22 Goodwill and other intangibles84 75 Other115 95 Total deferred tax assets1,614 1,546 Valuation allowance(9)(51)Total net deferred tax assets1,605 1,495 Deferred tax liabilities:Property, plant and equipment2,441 2,584 Inventories845 672 Investments in subsidiaries and affiliates3,957 3,742 Right of use assets324 246 Other19 20 Total deferred tax liabilities7,586 7,264 Net deferred tax liabilities$5,981 $5,769 Net deferred tax liabilities were classified in the consolidated balance sheets as follows:December 31,(Millions of dollars)20252024Assets:Other noncurrent assets$3 $2 Liabilities:Deferred income taxes5,984 5,771 Net deferred tax liabilities$5,981 $5,769 At December 31, 2025 and 2024, federal operating loss carryforwards were $2 million and $3 million, respectively, which includes a mix of indefinite carryforward ability and expiration periods ranging from 2032 through 2034.

Note: Share-Based Compensation

Share-Based Compensation Description of the Incentive PlansOur employees and non-employee directors are eligible to receive share, share-based and other types of awards under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (“MPC 2021 Plan”). The MPC 2021 Plan authorizes the Compensation and Organization Development Committee of our board of directors (“Committee”) to grant nonqualified or incentive stock options, stock appreciation rights, share and share-based awards (including restricted stock and restricted stock unit awards), cash awards and performance awards to our employees and non-employee directors. The maximum number of shares of our common stock available for awards under the MPC 2021 Plan is 20.5 million shares. The MPC 2021 Plan became effective upon shareholder approval on April 28, 2021. Prior to that date, our employees and non-employee directors were eligible to receive share, share-based and other types of awards under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan (“MPC 2012 Plan”), effective April 26, 2012, and prior to that date, the Marathon Petroleum Corporation 2011 Second Amended and Restated Incentive Compensation Plan (“MPC 2011 Plan”). Shares issued as a result of awards granted under these plans are funded through the issuance of new MPC common shares.Share-Based Awards under the PlansStock Options Prior to 2021, we granted stock options to certain officer and non-officer employees under the MPC 2011 Plan and the MPC 2012 Plan. Stock options represent the right to purchase shares of our common stock at an exercise price equal to the closing price of our common stock on the date of grant. Stock options generally vest over a service period of three years and expire ten years after the grant date. We expensed stock options based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. We used the Black Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of subjective assumptions.Restricted Stock Units We grant restricted stock unit awards to certain employees and to our non-employee directors. Vested restricted stock units are distributed in shares of MPC’s common stock on the dates specified in the awards.

Note: Leases

LessorMPLX is considered to be the lessor under several operating lease agreements in accordance with GAAP related to certain fee-based natural gas transportation and processing agreements in the Marcellus and Southern Appalachia region. The primary terms of these agreements expire between 2026 and 2036; however, these contracts either have renewal options or will continue thereafter on a year-to-year basis until terminated by either party.MPLX did not elect to use the practical expedient to combine lease and non-lease components for lessor arrangements. The tables below represent the portion of the contract allocated to the lease component based on relative standalone selling price. MPLX elected the practical expedient to carry forward historical classification conclusions until a modification of an existing agreement occurs. Once a modification occurs, the amended agreement is required to be assessed under ASC 842 to determine whether a reclassification of the lease is required. Lease revenues are included in sales and other operating revenues on the consolidated statements of income. Lease revenues were as follows:(Millions of dollars)202520242023Operating leases:Rental income$268 $260 $243 Sales-type leases:Interest income (Sales-type rental revenue-fixed minimum)113 114 114 Interest income (Revenue from variable lease payments)38 22 22 Sales-type lease revenue$151 $136 $136 The following is a schedule of minimum future rentals on the non-cancelable operating leases as of December 31, 2025:(Millions of dollars)2026$111 202786 202878 202977 203063 2031 and thereafter191 Total minimum future rentals$606 Annual minimum undiscounted lease payment receipts under our sales-type leases were as follows as of December 31, 2025:(Millions of dollars)2026$181 2027163 2028154 2029146 2030138 2031 and thereafter903 Total minimum future rentals1,685 Less: imputed interest691 Lease receivables(a)$994 Current lease receivables(b)$108 Long-term lease receivables(c)886 Unguaranteed residual assets117 Total sales-type lease assets$1,111 (a) This amount does not include the unguaranteed residual assets. (b) Presented in receivables, net on the consolidated balance sheets. (c) Presented in other noncurrent assets on the consolidated balance sheets.Capital expenditures related to assets subject to sales-type lease arrangements were $137 million, $69 million and $50 million for the year ended December 31, 2025, 2024 and 2023, respectively.

Note: Acquisitions and Other Trans'10

2025 and 2023 represents the book value of MPLX’s equity method investment in BANGL and Torñado, respectively, prior to MPLX buying out the remaining interest in these entities. 2024 represents the book value of Coastal Holdings prior to MPC buying out the remaining 50 percent interest from our joint venture partner. See Note 5 for additional information.

Long notes are shortened. The full text is in the filing.

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