Marathon Petroleum CorpMPC
Marathon Petroleum Corp Debt Disclosure
Debt
Our outstanding borrowings at December 31, 2025 and 2024 consisted of the following:
| (Millions of dollars) | December 31, 2025 | December 31, 2024 | |||||||||
| Marathon Petroleum Corporation: | |||||||||||
| Senior notes | $ | 6,449 | $ | 5,699 | |||||||
| MARAD debt | 161 | 174 | |||||||||
| Finance lease obligations | 689 | 718 | |||||||||
| Total | 7,299 | 6,591 | |||||||||
| MPLX LP: | |||||||||||
| Senior notes | 26,000 | 21,200 | |||||||||
| Finance lease obligations | 6 | 6 | |||||||||
| Total | 26,006 | 21,206 | |||||||||
| Total debt | 33,305 | 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 Paper
We 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) | 2025 | 2024 | |||||||||
| Senior notes, 4.700% due May 2025 | $ | — | $ | 1,250 | |||||||
| Senior notes, 5.125% due December 2026 | 719 | 719 | |||||||||
| Senior notes, 3.800% due April 2028 | 496 | 496 | |||||||||
| Senior notes, 5.150% due March 2030 | 1,100 | — | |||||||||
| Senior notes, 5.700% due March 2035 | 900 | — | |||||||||
| Senior notes, 6.500% due March 2041 | 1,250 | 1,250 | |||||||||
| Senior notes, 4.750% due September 2044 | 800 | 800 | |||||||||
| Senior notes, 5.850% due December 2045 | 250 | 250 | |||||||||
| Senior notes, 4.500% due April 2048 | 498 | 498 | |||||||||
| Andeavor senior notes, 3.800% - 5.125% due 2026 – 2048 | 36 | 36 | |||||||||
| Senior notes, 5.000%, due September 2054 | 400 | 400 | |||||||||
| Total | $ | 6,449 | $ | 5,699 | |||||||
2025 Activity
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.
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 Activity
On 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. The MPC senior notes are unsecured and unsubordinated obligations of MPC and rank equally with all of MPC’s other existing and future unsecured and unsubordinated indebtedness. The MPC senior notes are non-recourse to our subsidiaries and structurally subordinated to the indebtedness of our subsidiaries, including the outstanding indebtedness of Andeavor and MPLX. The Andeavor senior notes are unsecured, unsubordinated obligations of Andeavor and are non-recourse to MPC and any of MPC’s subsidiaries other than Andeavor.
MARAD Debt
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Bonds, 3.432% due August 2036 | $ | 51 | $ | 55 | |||||||
| Bonds, 3.477% due January 2037 | 53 | 57 | |||||||||
| Bonds, 3.609% due January 2038 | 57 | 62 | |||||||||
| Total | $ | 161 | $ | 174 | |||||||
During the fourth quarter of 2024, MPC purchased the remaining 50 percent interest in Coastal Holdings from our joint venture partner and assumed $174 million in aggregate principal amount of MARAD Debt obligations issued by Blue Water Holdings, a subsidiary of Coastal Holdings LLC, which owns three 750 series ATB Vessels. Blue Water Holdings remains the primary obligor under the MARAD Debt. The U.S. Department of Transportation Maritime Administration (“MARAD”) has guaranteed certain of Blue Water Holdings’ obligations under the MARAD Debt and Blue Water Holdings has agreed to reimburse MARAD for any payments it makes with respect to the MARAD Debt pursuant to the guaranty. Blue Water Holdings’ reimbursement obligations to MARAD with respect to the MARAD Debt are secured by a mortgage on the three ATB Vessels and certain related rights and assets and are guaranteed by Marathon Petroleum Corporation.
The agreements that govern the MARAD Debt, including the indenture, security agreement and guarantee contain customary representations and warranties as well as affirmative and negative covenants, events of defaults and other provisions, we believe are typical for U.S. government guaranteed obligations of this type. As of December 31, 2025, we were in compliance with the covenants contained in the MARAD Debt documents.
MPLX Senior Notes
| December 31, | |||||||||||
| (Millions of dollars) | 2025 | 2024 | |||||||||
| Senior notes, 4.000% due February 2025 | $ | — | $ | 500 | |||||||
| Senior notes, 4.875% due June 2025 | — | 1,189 | |||||||||
| MarkWest senior notes, 4.875% due 2025 | — | 11 | |||||||||
| Senior notes, 1.750% due March 2026 | 1,500 | 1,500 | |||||||||
| Senior notes, 4.125% due March 2027 | 1,250 | 1,250 | |||||||||
| Senior notes, 4.250% due December 2027 | 732 | 732 | |||||||||
| Senior notes, 4.000% due March 2028 | 1,250 | 1,250 | |||||||||
| Senior notes, 4.800% due February 2029 | 750 | 750 | |||||||||
| Senior notes, 2.650% due August 2030 | 1,500 | 1,500 | |||||||||
| Senior notes, 4.800% due February 2031 | 1,250 | — | |||||||||
| Senior notes, 4.950% due September 2032 | 1,000 | 1,000 | |||||||||
| Senior notes, 5.000% due January 2033 | 750 | — | |||||||||
| Senior notes, 5.000% due March 2033 | 1,100 | 1,100 | |||||||||
| Senior notes, 5.500% due June 2034 | 1,650 | 1,650 | |||||||||
| Senior notes, 5.400% due April 2035 | 1,000 | — | |||||||||
| Senior notes, 5.400% due September 2035 | 1,500 | — | |||||||||
| Senior notes, 4.500% due April 2038 | 1,750 | 1,750 | |||||||||
| Senior notes, 5.200% due March 2047 | 1,000 | 1,000 | |||||||||
| Senior notes, 5.200% due December 2047 | 487 | 487 | |||||||||
| ANDX senior notes, 4.250% - 5.200% due 2027 – 2047 | 31 | 31 | |||||||||
| Senior notes, 4.700% due April 2048 | 1,500 | 1,500 | |||||||||
| Senior notes, 5.500% due February 2049 | 1,500 | 1,500 | |||||||||
| Senior notes, 4.950% due March 2052 | 1,500 | 1,500 | |||||||||
| Senior notes, 5.650% due March 2053 | 500 | 500 | |||||||||
| Senior notes, 5.950% due April 2055 | 1,000 | — | |||||||||
| Senior notes, 6.200% due September 2055 | 1,000 | — | |||||||||
| Senior notes, 4.900% due April 2058 | 500 | 500 | |||||||||
| Total | $ | 26,000 | $ | 21,200 | |||||||
2025 Activity
On February 18, 2025, MPLX repaid all of MPLX's outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025 at maturity.
On March 10, 2025, MPLX issued $2.0 billion in aggregate principal amount of senior notes in an underwritten public offering (“March 2025 MPLX Senior Notes”), consisting of:
•$1.0 billion aggregate principal amount of 5.400 percent senior notes due April 2035; and
•$1.0 billion aggregate principal amount of 5.950 percent senior notes due April 2055.
On April 9, 2025, MPLX used a portion of the net proceeds from the March 2025 MPLX Senior Notes Offering to redeem all of (i) MPLX LP’s outstanding $1,189 million aggregate principal amount of 4.875 percent senior notes due June 2025 and (ii) MarkWest Energy Partners, L.P.’s outstanding $11 million aggregate principal amount of 4.875 percent senior notes due June 2025. MPLX used the remaining net proceeds for general partnership purposes.
On August 11, 2025, MPLX issued $4.5 billion in aggregate principal amount of senior notes in an underwritten public offering (“August 2025 MPLX Senior Notes Offering”), consisting of:
•$1.25 billion aggregate principal amount of 4.800 percent senior notes due February 2031;
•$750 million aggregate principal amount of 5.000 percent senior notes due January 2033;
•$1.5 billion aggregate principal amount of 5.400 percent senior notes due September 2035; and
•$1.0 billion aggregate principal amount of 6.200 percent senior notes due September 2055.
MPLX used a portion of the net proceeds from the August 2025 MPLX Senior Notes Offering to fund the Northwind Midstream Acquisition, including the payment of related fees and expenses, and to increase cash and cash equivalents following the recently completed BANGL Acquisition and BANGL Debt Repayment. The remainder of the net proceeds from the August 2025 MPLX Senior Notes Offering were used for general partnership purposes.
2024 Activity
On May 20, 2024, MPLX issued $1.65 billion aggregate principal amount of 5.50 percent senior notes due June 2034 (the “2034 Senior Notes”) in an underwritten public offering. On December 1, 2024, MPLX used $1,150 million of the net proceeds from the issuance of the 2034 Senior Notes to repay all of (i) MPLX's outstanding $1,149 million aggregate principal amount of 4.875 percent senior notes due December 2024 and (ii) MarkWest's outstanding $1 million aggregate principal amount of 4.875 percent senior notes due December 2024.
Interest on each series of MPLX fixed rate senior notes is payable semi-annually in arrears. The MPLX senior notes are unsecured, unsubordinated obligations of MPLX and are non-recourse to MPC and its subsidiaries other than MPLX and MPLX GP LLC, as the general partner of MPLX. The MPLX senior notes are non-recourse to MPLX’s subsidiaries and structurally subordinated to the indebtedness of MPLX’s subsidiaries.
Schedule of Maturities
Principal maturities of long-term debt, excluding finance lease obligations, as of December 31, 2025 for the next five years are as follows:
| (Millions of dollars) | |||||
| 2026 | $ | 2,263 | |||
| 2027 | 2,014 | ||||
| 2028 | 1,764 | ||||
| 2029 | 764 | ||||
| 2030 | 2,614 | ||||
Available Capacity under our Facilities as of December 31, 2025
| (Millions of dollars) | Total Capacity | Outstanding Borrowings | Outstanding Letters of Credit | Available Capacity | Weighted Average Interest Rate | Expiration | |||||||||||||||||||||||||||||
| MPC, excluding MPLX | |||||||||||||||||||||||||||||||||||
| MPC bank revolving credit facility | $ | 5,000 | $ | — | $ | 1 | $ | 4,999 | — | July 2027 | |||||||||||||||||||||||||
MPC trade receivables securitization facility(a) | 100 | — | — | 100 | — | September 2027 | |||||||||||||||||||||||||||||
| MPLX | |||||||||||||||||||||||||||||||||||
| MPLX bank revolving credit facility | 2,000 | — | — | 2,000 | — | July 2027 | |||||||||||||||||||||||||||||
(a) The committed borrowing and letter of credit issuance capacity under the trade receivables securitization facility is $100 million. 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.
MPC Bank Revolving Credit Facility
MPC’s credit agreement (the “MPC Credit Agreement”) matures in July 2027 and provides for a $5.0 billion unsecured revolving credit facility and letter of credit issuing capacity under the facility of up to $2.2 billion. Letters of credit issuing capacity is included in, not in addition to, the $5.0 billion borrowing capacity.
MPC has an option under the MPC Credit Agreement to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other conditions, the consent of the lenders whose commitments would be increased. In addition, the maturity date may be extended, for up to two additional one year periods, subject to, among other conditions, the approval of lenders holding the majority of the commitments then outstanding, provided that the commitments of any non-consenting lenders will terminate on the then-effective maturity date. The MPC Credit Agreement includes sub-facilities for swing-line loans of up to $250 million and letters of credit of up to $2.2 billion (which may be increased to up to $3.0 billion upon receipt of additional letter of credit issuing commitments).
Borrowings under the MPC Credit Agreement bear interest, at our election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the MPC Credit Agreement, plus an applicable margin. We are charged various fees and expenses in connection with the agreement, including administrative agent fees, commitment fees on the unused portion of the commitments and fees with respect to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPC Credit Agreement fluctuate based on changes, if any, to our credit ratings.
The MPC Credit Agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for arrangements of this type, including a financial covenant that requires us to maintain a ratio of Consolidated Net Debt to Total Capitalization, each as defined in the MPC Credit Agreement, of no greater than 0.65 to 1.00 as of the last day of each fiscal quarter. The covenants also restrict, among other things, our ability and/or the ability of certain of our subsidiaries to incur debt, create liens on assets or enter into transactions with affiliates. As of December 31, 2025, we were in compliance with the covenants contained in the MPC Credit Agreement.
Trade Receivables Securitization Facility
On September 30, 2021, we entered into a Loan and Security Agreement and related documentation with a group of lenders providing for a new trade receivables securitization facility having $100 million of committed borrowing and letter of credit issuance capacity and uncommitted borrowing and letter of credit issuance capacity that can be extended at the discretion of the lenders, provided that at no time may outstanding borrowings and letters of credit issued under the facility exceed the balance of eligible trade receivables (as calculated in accordance with the Loan and Security Agreement) that are pledged as collateral under the facility. In September 2024, the trade receivables securitization facility was amended to, among other things, extend its term until September 30, 2027.
The trade receivables facility consists of certain of our wholly owned subsidiaries (“Originators”) selling or contributing on an on-going basis all of the trade receivables generated by them (the “Pool Receivables”), together with all related security and interests in the proceeds thereof, without recourse, to another wholly owned, bankruptcy-remote special purpose subsidiary, MPC Trade Receivables Company I LLC (“TRC”), in exchange for a combination of cash, equity and/or borrowings under a subordinated note issued by TRC to one or more of the Originators. TRC may request borrowings and extensions of credit under the Loan and Security Agreement for up to the lesser of the maximum capacity under the facility or the eligible trade receivables balance of the Pool Receivables. TRC and each of the Originators have granted a security interest in all of their rights, title and interests in and to the Pool Receivables, together with all related security and interests in the proceeds thereof, to the lenders to secure the performance of TRC’s and the Originators’ payment and other obligations under the facility. In addition, Marathon Petroleum Corporation has issued a performance guaranty in favor of the lenders guaranteeing the performance by TRC and the Originators of their obligations under the facility.
To the extent that TRC retains an ownership interest in the Pool Receivables, such interest will be included in our consolidated financial statements solely as a result of the consolidation of the financial statements of TRC with those of MPC. The receivables sold or contributed to TRC are available first and foremost to satisfy claims of the creditors of TRC and are not available to satisfy the claims of creditors of MPC. TRC has granted a security interest in all of its assets to the lenders to secure its obligations under the Loan and Security Agreement.
TRC pays floating-rate interest charges and usage fees on amounts outstanding under the trade receivables facility, if any, unused fees on the portion of unused commitments and certain other fees related to the administration of the facility and letters of credit that are issued and outstanding under the trade receivables facility.
The Loan and Security Agreement and other documents comprising the facility contain representations and covenants that we consider usual and customary for arrangements of this type. Trade receivables are subject to customary criteria, limits and reserves before being deemed to be eligible receivables that count towards the borrowing base under the trade receivables facility. In addition, the lender’s commitments to extend loans and credits under the facility are subject to termination, and TRC may be subject to default fees, upon the occurrence of certain events of default that are included in the Loan and Security Agreement and other facility documentation, all of which we consider to be usual and customary for arrangements of this type. As of December 31, 2025, we were in compliance with the covenants contained in the Loan and Security Agreement and other facility documentation.
MPLX Bank Revolving Credit Facility
MPLX’s credit agreement (the “MPLX Credit Agreement”) matures in July 2027 and, among other things, provides for a $2.0 billion unsecured revolving credit facility and letter of credit issuing capacity under the facility of up to $150 million. Letters of credit issuing capacity is included in, not in addition to, the $2.0 billion borrowing capacity.
The borrowing capacity under the MPLX Credit Agreement may be increased by up to an additional $1.0 billion, subject to certain conditions, including the consent of the lenders whose commitments would increase. In addition, the maturity date may be extended, for up to two additional one year periods, subject to, among other conditions, the approval of lenders holding the majority of the commitments then outstanding, provided that the commitments of any non-consenting lenders will terminate on the then-effective maturity date.
Borrowings under the MPLX Credit Agreement bear interest, at MPLX’s election, at either the Adjusted Term SOFR or the Alternate Base Rate, both as defined in the MPLX Credit Agreement, plus an applicable margin. MPLX is charged various fees and expenses in connection with the agreement, including administrative agent fees, commitment fees on the unused portion of the commitments and fees with respect to issued and outstanding letters of credit. The applicable margins to the benchmark interest rates and the commitment fees payable under the MPLX Credit Agreement fluctuate based on changes, if any, to MPLX’s credit ratings.
The MPLX Credit Agreement contains certain representations and warranties, affirmative and restrictive covenants and events of default that we consider to be usual and customary for an agreement of this type, including a financial covenant that requires MPLX to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA, both as defined in the MPLX Credit Agreement, for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 for up to two fiscal quarters following certain acquisitions). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. The covenants also restrict, among other things, MPLX’s ability and/or the ability of certain of its subsidiaries to incur debt, create liens on assets and enter into transactions with affiliates. As of December 31, 2025, MPLX was in compliance with the covenants contained in the MPLX Credit Agreement.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.