Goodwill and Intangibles
Goodwill
MPC annually evaluates goodwill for impairment as of November 30, as well as whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit with goodwill is less than its carrying amount. There were no impairments of goodwill required based on our annual test of goodwill in 2025 and 2024.
At December 31, 2025, MPC had five reporting units with goodwill totaling approximately $9.35 billion. 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.
The changes in the carrying amount of goodwill for 2025 were as follows:
| | | | | | | | | | | | | | | | | |
| (Millions of dollars) | Refining & Marketing | | Midstream | | Total |
| Balance as of December 31, 2023 | $ | 561 | | | $ | 7,683 | | | $ | 8,244 | |
| Impairment losses | — | | | — | | | — | |
| Balance as of December 31, 2024 | 561 | | | 7,683 | | | 8,244 | |
| Acquisitions | — | | | 1,110 | | | 1,110 | |
| Impairment losses | — | | | — | | | — | |
| | | | | |
| Balance as of December 31, 2025 | $ | 561 | | | $ | 8,793 | | | $ | 9,354 | |
| | | | | |
| Gross goodwill as of December 31, 2025 | $ | 6,141 | | | $ | 11,934 | | | $ | 18,075 | |
| Accumulated impairment losses | (5,580) | | | (3,141) | | | (8,721) | |
| Balance as of December 31, 2025 | $ | 561 | | | $ | 8,793 | | | $ | 9,354 | |
Intangible Assets
Our definite lived intangible assets as of December 31, 2025 and 2024 are as shown below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 | | December 31, 2024 |
| (Millions of dollars) | Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net |
| Customer contracts and relationships | $ | 5,245 | | | $ | 2,623 | | | $ | 2,622 | | | $ | 4,111 | | | $ | 2,446 | | | $ | 1,665 | |
| Brand rights and tradenames | 100 | | | 100 | | | — | | | 101 | | | 89 | | | 12 | |
| Royalty agreements | 142 | | | 126 | | | 16 | | | 141 | | | 120 | | | 21 | |
| Other | 38 | | | 33 | | | 5 | | | 36 | | | 31 | | | 5 | |
| Total | $ | 5,525 | | | $ | 2,882 | | | $ | 2,643 | | | $ | 4,389 | | | $ | 2,686 | | | $ | 1,703 | |
At both December 31, 2025 and 2024, we had indefinite lived intangible assets of $71 million, which are emission allowance credits.
Amortization expense was $271 million in 2025 and $266 million in 2024. Estimated future amortization expense for the next five years related to the intangible assets at December 31, 2025 is as follows:
| | | | | |
| (Millions of dollars) | |
| 2026 | $ | 283 | |
| 2027 | 254 | |
| 2028 | 238 | |
| 2029 | 91 | |
| 2030 | 91 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.