AddedRisk Factors
•temporary and permanent closures, utilization levels and capacities of other refineries in our markets and globally;
MPCMarathon Petroleum
MPC has nearly 140 years of history in the energy business, and is a leading, integrated, downstream and midstream energy company. 10-K, Item 1
- Employees
- 18,500
- Headquarters
- Findlay, OH
- CEO
- Maryann T. Mannen
- Next results
- around Feb 2, 2027
10-K 0001510295-26-000009 (2026-02-26) vs 10-K 0001510295-25-000012 (2025-02-27)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 11,744 | 9.8% |
| MD&A | Item 7 | 14,064 | 22.7% |
| Legal Proceedings | Item 3 | 806 | 50.1% |
| Accounting Policies | Item 8, Note 2 – Summary of Principal Accounting Policies | 4,206 | 11.3% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 231 words changed in this paragraph; it is 33% similar to last year's version.
The Refining & Marketing segment’s forecasted 2025 2026 capital spending and investments is approximately $1.20 $1.41 billion. This amount includes approximately $100 $710 million of for Refining value enhancing capital projects and $250 million for Marketing investments to strengthen our retail portfolio. Our capital investment outlook for Refining includes continued high-return investments at its Galveston Bay, Robinson, El Paso, and Garyville refineries. In addition to these multi-year low carbon initiatives. At our Los Angeles refinery, investments, we are advancing improvements to enhance the competitiveness of the refinery by improving reliability and lowering costs. The improvements focus on integrating and modernizing utility systems and increasing energy efficiency, with the added benefit of addressing upcoming regulation mandating further reductions in emissions. The improvements are expected to be completed by the end of 2025. There is also $750 million of value enhancing capital, which includes a multi-year project to upgrade high sulfur distillate to ULSD and maximize distillate volume expansion at our Galveston Bay refinery, which is expected to be completed by the end of 2027, a project at our Robinson refinery to shift yields to higher value products including the flexibility to maximize jet production to meet growing demand, which is expected to be completed by the end of 2026, and other traditional executing shorter-term projects that will enhance offer high returns through margin enhancement and cost reduction. Our capital investment outlook for Marketing includes continuing to expand the yields reach and presence of our refineries, improve energy efficiency, and lower our costs as well as investments branded stations in our branded marketing footprint. Maintenance support of strong value capture. Refining maintenance capital is expected to be approximately $350 $450 million, which is essential to maintain the safety, integrity and reliability of our assets.
Source: Item 7, 10-K 0001510295-26-000009 vs Item 7, 10-K 0001510295-25-000012
Risk Factors 174 words changed in this paragraph; it is 36% similar to last year's version.
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. EPA Government mandates or incentives, industry and NHTSA have promulgated separate rules setting technological developments and consumer sentiment with respect to liquid transportation fuels may alter fuels or energy preferences or make alternative fuel vehicles 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 desirable and ten percent annually for model year 2026. EPA’s model year 2023-2026 CO2 emission standards result in average fuel economy greater market penetration of 40 mpg in model year 2026. In addition, such vehicles or otherwise decrease demand for our liquid transportation fuels. For example, the federal government through NHTSA and the EPA finalized new promulgate rules setting even more stringent requirements for model years 2027-2032. NHTSA’s standards would that require an vehicle manufacturers to increase in the fuel efficiency standards of two percent annually. EPA’s liquid transportation fuels vehicles. The EPA has finalized a rule that reduces its current vehicle standards would require a significant increase by eliminating regulation of GHG emissions. The new, reduced standards have been challenged in electric vehicle production to meet the standards. court.
Source: Item 1A, 10-K 0001510295-26-000009 vs Item 1A, 10-K 0001510295-25-000012
Accounting Policies 120 words changed in this paragraph; it is 70% similar to last year's version.
In order to comply with certain regulations, specifically the RFS2 RFS requirements implemented by the EPA and the cap-and-trade emission reduction program and low carbon fuel standard implemented by state programs, we are required to reduce our emissions, blend certain levels of biofuels or obtain allowances or credits to offset the obligations created by our operations. In regard to each program, we record an asset, included in other current assets or other noncurrent assets on the consolidated balance sheets, for allowances or credits owned in excess of our anticipated current period compliance requirements. The asset value is based on the product of the excess allowances or credits as of the balance sheet date, if any, and the weighted average cost of those allowances or credits. We record a liability, included in other current liabilities or deferred credits and other liabilities on the consolidated balance sheets, when we are deficient allowances or credits based on the product of the deficient amount as of the balance sheet date, if any, and either the fixed contract price or the market price of the allowances or credits at the balance sheet date. The cost of allowances or credits used for compliance is reflected in cost of revenues on the consolidated statements of income. Any gains or losses on the sale or expiration of allowances or credits are classified as other income on the consolidated statements of income. Proceeds from the sale of allowances or credits are reported in investing activities - all other, net on the consolidated statements of cash flows.
Source: Item 8, Note 2 – Summary of Principal Accounting Policies, 10-K 0001510295-26-000009 vs Item 8, Note 2 – Summary of Principal Accounting Policies, 10-K 0001510295-25-000012
Legal Proceedings 33 words changed in this paragraph; it is 86% similar to last year's version.
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. While it is possible that an adverse result in one or more of the lawsuits or proceedings in which we are a defendant could be material to us, based upon current information and our experience as a defendant in other matters, we believe that these lawsuits and proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated results of operations, financial position or cash flows. 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.
Source: Item 3, 10-K 0001510295-26-000009 vs Item 3, 10-K 0001510295-25-000012
Every change, by type
Sentences and paragraphs of MPC's Risk Factors and MD&A, 10-K 2026-02-26 against 10-K 2025-02-27. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for liquid transportation fuels.
AddedRisk Factors
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
AddedRisk Factors
In 2025, the U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions. The U.S. EPA and other federal agencies began proposing and promulgating regulations consistent with the administration’s policy changes. If the federal government relaxes or revokes certain environmental regulations, states may pass laws that vary in stringency and scope by state, creating a patchwork of regulation. 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.
AddedRisk Factors
California has also enacted cap-and-invest programs, which set statewide limits on GHG emissions and caps that decline each year. CARB is currently developing regulations to implement the changes to the Cap-and-Invest program. We are unable to estimate the impact of these programs but requirements to drastically reduce GHG emissions in California could increase our operating costs, require additional capital expenditures, reduce the competitiveness of our California refinery and renewable fuel facility and our Washington refinery and affect their long term outlook.
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RewordedRisk Factors
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.
RewordedRisk Factors
RewordedRisk Factors
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.
RewordedRisk Factors
A prolonged rising interest rate environment could have an adverse impact on our share price and our ability to issue equity equity, refinance existing debt or incur additional debt for acquisitions or other purposes and to make dividends on desirable terms, if at our intended levels. all.
RewordedRisk Factors
For example, a portion of the Tesoro High Plains pipeline 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.
RewordedRisk Factors
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.
RewordedRisk Factors
RewordedRisk Factors
Significant reductions in refining and marketing 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 practices regarding our capital allocation priorities, including our share repurchase activity activity, capital spending and dividends.
RewordedRisk Factors
Our introduction integration of these technologies technologies, whether developed internally or procured through our third-party service providers, into our processes may result in new or expanded risks and liabilities.
RewordedRisk Factors
RewordedRisk Factors
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.
RewordedRisk Factors
AddedMD&A
Our Midstream segment contributed strong results and continued growth in 2025, benefitting from the expansion of its Permian to Gulf Coast natural gas and NGL value chains with the Northwind Midstream Acquisition and the BANGL Acquisition, progression of long-haul pipeline growth projects and expansion of Gulf Coast fractionation and export facilities. We believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.
AddedMD&A
On November 12, 2025, MPLX completed the sale of its Rockies gathering and processing assets (the “Rockies”) to a subsidiary of Harvest Midstream (“Harvest”) for $980 million in cash. The transaction resulted in a gain of $159 million.
AddedMD&A
On August 29, 2025, MPLX completed the acquisition of 100 percent of Northwind Midstream for $2.4 billion in cash. Northwind Midstream provides sour gas gathering and treating services in Lea County, New Mexico, which enhances MPLX’s Permian natural gas and NGL value chain. The Northwind Midstream Acquisition was accounted for as a business combination. The Northwind Midstream Acquisition and incremental capital expenditures associated with in-process expansion projects, were financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issuance in August 2025.
AddedMD&A
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) for $703 million cash, plus an earnout provision of up to $275 million based on targeted EBITDA growth from 2026 to 2029. As a result of the BANGL Acquisition, MPLX now owns 100 percent of BANGL and its results are reflected in our Midstream segment within our consolidated financial results. The BANGL Acquisition was accounted for as a business combination, resulting in the recognition of a $484 million gain.
AddedMD&A
On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $235 million in cash (the “Whiptail Midstream Acquisition”). These San Juan basin assets consist primarily of crude and natural gas gathering systems in the Four Corners region. The acquisition was accounted for as a business combination.
AddedMD&A
On July 31, 2025, MPC sold its 49.9 percent interest in The Andersons Marathon Holdings LLC (“TAMH”) to The Andersons Ethanol LLC (the “Ethanol Joint Venture Sale”) in exchange for cash proceeds of $427 million. MPC’s investment in TAMH was accounted for as an equity method investment and previously reported in the Refining & Marketing segment. Upon closing, MPC derecognized the carrying value of the equity method investment of $173 million and recorded a gain of $254 million.
AddedMD&A
•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;
AddedMD&A
(a) Includes intersegment sales to the Midstream segment and sales destined for export.
AddedMD&A
(b) Includes operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for partnership-operated equity method investments.
AddedMD&A
Midstream segment adjusted EBITDA increased $206 million, which includes contributions from recent acquisitions, primarily $59 million related to the BANGL Acquisition and $15 million related to the Whiptail Midstream Acquisition, partially offset by $17 million resulting from the divestiture of the Rockies operations. Additionally, sales and operating revenues increased $540 million resulting from higher rates and throughputs and a $37 million non-recurring benefit associated with a customer agreement, partially offset by higher operating expenses.
AddedMD&A
See “Non-GAAP Financial Measures” section for reconciliation of Renewable Diesel margin.
AddedMD&A
See “Non-GAAP Financial Measures” section for reconciliation of Renewable Diesel margin.
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RewordedMD&A
(Millions of dollars) 2025 2024 2023 Segment adjusted EBITDA for reportable segments Refining & Marketing $ 6,138 $ 5,703 $ 13,705 Midstream 6,750 6,544 6,171 Renewable Diesel (110) (150) (64) Total reportable segments $ 12,778 $ 12,097 $ 19,812 Reconciliation of segment adjusted EBITDA for reportable segments to income from continuing operations before income taxes Total reportable segments $ 12,778 $ 12,097 $ 19,812 Corporate (822) (774) (737) Refining & Renewable Diesel planned turnaround costs (1,553) (1,404) (1,201) Renewable Diesel JV planned turnaround costs(a) (18) (9) (25) Garyville incident response costs — (16) LIFO inventory (charge) credit adjustment 72 161 (145) Gain on sale of assets(b) 897 151 198 SRE 57 — Transaction-related costs(c) (33) — Legal settlements 253 — Depreciation and amortization (3,251) (3,337) (3,307) Renewable Diesel JV depreciation and amortization(a) (89) (65) (89) Net interest and other financial costs (1,276) (839) (525) Income from continuing operations before income taxes $ 7,015 $ 5,957 $ 13,989 Net Income attributable to MPC per diluted share $ 13.22 $ 10.08 $ 23.63
RewordedMD&A
Refining operating costs per barrel(c) 5.59 5.34 5.31 5.34 Distribution costs per barrel barrel(d) 5.67 5.48 5.33 4.86 LIFO inventory credit (charge) per barrel adjustment 0.07 0.10 (0.15) 0.14 Other per barrel(d) barrel(e) (0.09) (0.24) (0.43) (0.11) Refining & Marketing adjusted EBITDA per barrel $ 5.63 $ 5.33 $ 12.94 17.95 Less: 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
RewordedMD&A
Net interest and other financial costs increased $314 $437 million largely due to decreased interest income and discount amortization, primarily due to the liquidation of $154 million, primarily on short-term investments, increased pension non-service costs of $52 million investments that were held in 2024, and increased interest expense of $41 million expense, largely due to higher increased MPLX borrowings. borrowings, and non-service pension costs.
RewordedMD&A
On December 1, 2024, April 9, 2025, MPLX used $1,150 million a portion of the net proceeds from the issuance of the 2034 March 2025 MPLX Senior Notes Offering to repay redeem all of (i) MPLX's MPLX LP’s outstanding $1,149 $1,189 million aggregate principal amount of 4.875 percent senior notes due December 2024 June 2025 and (ii) MarkWest's MarkWest Energy Partners, L.P.’s outstanding $1 $11 million aggregate principal amount of 4.875 percent senior notes due December 2024. June 2025.
RewordedMD&A
On February March 10, 2025, MPC MPLX issued $2.0 billion in aggregate principal amount of senior notes in an underwritten public offering (“March 2025 MPLX Senior Notes”), 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. of:
RewordedMD&A
RewordedMD&A
Net cash provided by operating activities from continuing operations decreased $5.45 billion $412 million in 2024 2025 compared to 2023, 2024, primarily due to a decrease in operating results partially offset by a favorable an unfavorable change in working capital of $105 million. $955 million, partially offset by an increase in operating results.
RewordedMD&A
Refining & Marketing Operating Statistics 2025 2024 2023 2022 Net refinery throughput (mbpd) 2,989 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) $ 16.87 $ 16.01 $ 23.00 28.18 Less:
RewordedMD&A
This was an increase of $87 $385 million, compared to the year ended December 31, 2023, primarily driven by 2024, largely due to higher expenses for projects conducted during turnaround activity, partially offset by energy and maintenance and repair costs and the absence of a property tax appeal settlement received in 2024 related to retroactive tax assessments for prior periods.
RewordedMD&A
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. of:
RewordedMD&A
Corporate expenses increased $27 $63 million in 2024 2025 compared to 2023 2024 largely due to increases an increase 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.
RewordedMD&A
On February 10, 2025, MPC 12, 2026, MPLX issued $2.0 $1.5 billion aggregate principal amount of senior notes in an underwritten public offering offering, consisting of $1.1 $1.0 billion aggregate principal amount of 5.150 5.300 percent senior notes due March 2030 April 2036 and $900 $500 million aggregate principal amount of 5.700 6.100 percent senior notes due March 2035. April 2056.
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