Marathon Petroleum Corp
For the period ended Mar 31, 2026. Filed May 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 5, 2026
MPC$372.74-1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001510295-25-000064
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001510295-26-000042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 300 previous paragraphs and 247 current paragraphs.
153 unchanged; 63 reworded; 30 added; 80 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 20 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
•the ability to realize expected returns or other benefits on anticipated or ongoing projects or planned or recently completed acquisitions or other transactions, including the recently completed acquisitions of Northwind Delaware Holdings LLC and BANGL, LLC;
Current report
•personnel changes;
Current report
•compliance costs and uncertainty associated with cap and invest programs or similar arrangements or programs in California or other jurisdictions.
Current report
Business and Economic Environment Update
Current report
Our Midstream segment results for the first quarter of 2026 versus the first quarter of 2025 were impacted by derivative losses resulting from increased market volatility as well as previously announced acquisition and divestiture activity as we continue to optimize our assets and execute on progressing our growth strategies in the Permian and Northeast. We believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.
Current report
Strategic Petroleum Reserve
Current report
In March 2026, the U.S Department of Energy (“DOE”) accepted MPC’s bid to exchange crude oil barrels with the Strategic Petroleum Reserve (“SPR”). Under the arrangement, the SPR agreed to deliver 7.7 million barrels to MPC in the second quarter of 2026 and MPC agreed to return approximately 9.4 million barrels over an estimated period of time in 2028.
Current report
In April 2026, the DOE accepted a second bid from MPC for the exchange of crude oil barrels with the SPR. Under the arrangement, the SPR agreed to deliver 2 million barrels to MPC in the second quarter of 2026 and MPC agreed to return approximately 2.4 million barrels over an estimated period of time in 2028.
Current report
Additional $5.0 Billion Share Repurchase Authorization
Current report
On May 5, 2026, we announced that our board of directors approved an additional $5.0 billion share repurchase authorization. The share repurchase authorization has no expiration date. Future repurchases under the authorization will depend on the macro environment, cash available after opportunities for capital investment and growth of the business and market conditions. As of March 31, 2026, MPC had $3.63 billion remaining under its share repurchase authorization, which does not include the additional $5.0 billion authorization described above.
Current report
(b)Recognition of 2025 clean fuel production tax credits as a result of proposed regulatory guidance issued in February of 2026 which clarified the qualification criteria for 45Z credits.
Current report
Net income (loss) attributable to MPC was $511 million, or $1.73 per diluted share, for the first quarter of 2026 compared to $(74) million, or $(0.24) per diluted share, for the first quarter of 2025.
Current report
•decreased income from equity method investments of $54 million largely due to decreased income from our Martinez Renewables JV of $46 million as a result of planned turnaround activity; and
Current report
•increased other income of $89 million primarily due to approximately $58 million of clean fuel production tax credits, of which $32 million related to 2025 activity, and increased RIN sales of $28 million.
Current report
Costs and expenses increased $2.0 billion primarily due to:
Current report
•increased cost of revenues of $1.90 billion mainly due to increased finished product purchases and unrealized derivative losses related to our economic hedging program; and
Current report
Net interest and other financial costs increased $66 million largely due to increased interest expense, primarily due to higher MPLX borrowings, and decreased interest income.
Current report
In the first quarter of 2026, Midstream segment adjusted EBITDA decreased $122 million mainly due to decreased sales and operating revenues of $86 million. These decreases were primarily driven by derivative losses of $77 million in the first quarter of 2026 and a $37 million non-recurring benefit associated with a customer agreement in the first quarter of 2025, with acquisition and divestiture activity also having an impact.
Current report
Renewable Diesel segment revenues decreased $47 million, primarily due to decreased sales volume of 180 thousand gallons per day, due to decreased utilization from planned turnaround activity at our Martinez Renewables JV in the first quarter of 2026, partially offset by higher sales prices. Renewable Diesel segment adjusted EBITDA increased $80 million, primarily due to an increase in Renewable Diesel margin, which was $133 million for the first quarter of 2026 compared to $26 million for the first quarter of 2025, in addition torecognition of clean fuel production tax credits due to clarity on 45Z regulation. This was partially offset by decreased utilization due to planned downtime at our Martinez Renewables JV.
Current report
In the first quarter of 2026, corporate expenses increased $64 million primarily due to the fair-value remeasurement of outstanding performance-based stock compensation of $23 million driven by recent stock performance as well as environmental remediation expense related to historical operations at the Martinez refinery of $21 million.
Current report
Items not allocated to segments of $32 million in the first quarter of 2026 are the recognition of 2025 clean fuel production tax credits as a result of proposed regulatory guidance issued in February 2026, which clarified the qualification criteria for 45Z credits.
Current report
Investing activities were a net $1.05 billion use of cash in the first three months of 2026 compared to a net $923 million use of cash in the first three months of 2025.
Current report
•Cash used in net investments was $302 million for the first three months of 2026 compared to $111 million for the first three months of 2025. In the first three months of 2026, investments primarily included contributions to MPLX and Renewable Diesel equity method investments. The first three months of 2025 primarily included contributions to MPLX equity method investments.
Current report
(a)Excludes $62 million of funding to the Martinez Renewables JV due to turnaround costs in the first quarter of 2026 expected to be recovered through subsequent distributions from the JV during 2026.
Current report
(b) Excludes $1.51 billion of MPLX cash and cash equivalents.
Current report
On April 7, 2026, MPC entered into a new revolving credit facility to replace its previously existing revolving credit facility, which was scheduled to expire July 2027. The new facility is for a five-year term which will expire April 2031. MPC’s total capacity under the revolving credit facility agreement remains at $5.0 billion, and includes sub-facilities for swing-line loans of up to $300 million and letters of credit of up to $2.0 billion.
Current report
On February 12, 2026, MPLX issued $1.0 billion aggregate principal amount of 5.300 percent senior notes due 2036 (the “2036 Senior Notes”) and $500 million aggregate principal amount of 6.100 percent senior notes due 2056 (the “2056 Senior Notes”) in an underwritten public offering, The 2036 Senior Notes were offered at a price to the public of 99.678 percent of par, with interest payable semi-annually in arrears, commencing on October 1, 2026. The 2056 Senior Notes were offered at a price to the public of 98.453 percent of par, with interest payable semi-annually in arrears, commencing on October 1, 2026.
Current report
On April 7, 2026, MPLX entered into a new revolving credit facility to replace its previously existing revolving credit facility, which was scheduled to expire July 2027. The new facility is for a five-year team which will expire April 2031. MPLX’s total capacity under the new revolving credit facility was increased from $2.0 billion to $2.5 billion, and includes sub-facilities for swing-line loans of up to $150 million and letters of credit of up to $150 million.
Current report
Capital expenditures and investments in affiliates during the three months ended March 31, 2026 were primarily for Refining & Marketing segment and Midstream segment projects. Major Refining & Marketing segment projects include continued high-return investments at its Galveston Bay, Robinson, El Paso, and Garyville refineries. In addition to these multi-year investments, we are executing shorter-term projects that offer high returns through margin enhancement and cost reduction. Our capital investment outlook for Marketing includes continuing to expand the reach and presence of our branded stations in support of strong value capture.
Current report
(b) Excludes $62 million of funding to the Martinez Renewables JV due to turnaround costs in the first quarter of 2026 expected to be recovered through subsequent distributions from the JV during 2026.
Removed paragraphs (80)
Previous report
•personnel changes; and
Previous report
Business Update
Previous report
Our Midstream segment contributed strong results and continued growth in the third quarter of 2025, benefitting from the expansion of its Permian to Gulf Coast natural gas and NGL value chains with the acquisition of Northwind Delaware Holdings LLC and BANGL, LLC and progression of long-haul pipeline growth projects. We believe our Midstream business is well positioned and has significant opportunities to support the development plans of its producer customers.
Previous report
Midstream Transactions
Previous report
Northwind Midstream Acquisition
Previous report
On August 29, 2025, MPLX completed the $2.4 billion acquisition of Northwind Delaware Holdings LLC (the “Northwind Midstream Acquisition”), which provides sour gas gathering and treating services in Lea County, New Mexico, enhancing MPLX’s Permian natural gas and NGL value chain. The Northwind Midstream Acquisition provides optionality to direct volumes through our integrated system to accelerate growth opportunities in the Permian. The Northwind Midstream Acquisition was financed, and the incremental capital expenditures associated with in-process expansion projects will be funded, with the net proceeds from MPLX's $4.5 billion senior notes issued in August 2025.
Previous report
Announced Divestiture of Rockies Operations
Previous report
On August 26, 2025, MPLX entered into a definitive agreement to divest its Rockies operations to a subsidiary of Harvest Midstream (“Harvest”) for $1.0 billion in cash, subject to customary purchase price adjustments.
Previous report
The assets and liabilities to be sold as part of this transaction are shown on the consolidated balance sheet as assets held for sale and liabilities held for sale, respectively, as of September 30, 2025. The Rockies operations are currently reported within the Midstream segment.
Previous report
The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, and is expected to result in an estimated gain in excess of $150 million upon closing.
Previous report
See Note 4 to the unaudited consolidated financial statements for additional information on the Northwind Midstream Acquisition.
Previous report
BANGL, LLC Acquisition
Previous report
On July 1, 2025, MPLX purchased the remaining 55 percent interest in BANGL, LLC (“BANGL”) for approximately $703 million in cash, plus an earnout provision of up to $275 million based on targeted EBITDA growth from 2026 to 2029 (the “BANGL Acquisition”). 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.
Previous report
See Note 4 to the unaudited consolidated financial statements for additional information on the BANGL Acquisition.
Previous report
Whiptail Midstream Acquisition
Previous report
On March 11, 2025, MPLX acquired gathering businesses from Whiptail Midstream, LLC for $237 million in cash. 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, which requires all the identifiable assets acquired and liabilities assumed to be remeasured to fair value at the date of acquisition. The preliminary determination of the fair value includes $172 million of property, plant and equipment, $41 million of intangibles and $24 million of net working capital. The preliminary values are subject to revision and may result in adjustments as valuations are finalized.
Previous report
See Note 4 to the unaudited consolidated financial statements for additional information on this transaction.
Previous report
Sale of Interest in Ethanol Joint Venture
Previous report
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 reported within the Refining & Marketing segment. In the third quarter of 2025, MPC recognized a gain of $254 million resulting from the derecognition of its investment in TAMH upon disposal.
Previous report
(b)The three and nine months ended September 30, 2025 include gains from the BANGL Acquisition and the Ethanol Joint Venture Sale. The first nine months of 2024 includes the gain from the Whistler Joint Venture Transaction. See Note 4 to the unaudited consolidated financial statements for additional information.
Previous report
Net income attributable to MPC was $1.37 billion, or $4.51 per diluted share, for the third quarter of 2025 compared to $622 million, or $1.87 per diluted share, for the third quarter of 2024 and $2.51 billion, or $8.15 per diluted share, in the first nine months of 2025 compared to $3.07 billion, or $8.83 per diluted share, in the first nine months of 2024.
Previous report
•decreased sales and other operating revenues of $298 million mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.11 per gallon, partially offset by increased refined product sales volumes of 139 mbpd; and
Previous report
•increased income from equity method investments of $757 million largely due to gains from the BANGL Acquisition of $484 million and the Ethanol Joint Venture Sale of $254 million.
Previous report
Costs and expenses decreased $888 million primarily due to:
Previous report
•decreased cost of revenues of $944 million mainly due to lower crude oil costs; and
Previous report
Net interest and other financial costs increased $89 million largely due to decreased interest income and discount amortization, primarily due to the liquidation of short-term investments that were held in the third quarter of 2024, and increased non-service pension costs.
Previous report
Net income attributable to MPC decreased $562 million in the first nine months of 2025 compared to the first nine months of 2024 primarily due to the following:
Previous report
Revenues and other income decreased $5.15 billion primarily due to:
Previous report
•increased income from equity method investments of $622 million largely due to gains from the BANGL Acquisition of $484 million and the Ethanol Joint Venture Sale of $254 million, partially offset by the absence of the gain on sale of assets resulting from the Whistler Joint Venture Transaction in the first nine months of 2024; and
Previous report
•decreased other income of $153 million mainly due to the absence of insurance proceeds in the first nine months of 2024.
Previous report
Costs and expenses decreased $5.09 billion primarily due to:
Previous report
•decreased cost of revenues of $5.10 billion mainly due to lower crude oil costs;
Previous report
•decreased depreciation and amortization of $88 million largely due to major refining assets that were fully depreciated at the end of 2024, partially offset by depreciation from recent acquisitions; and
Previous report
•increased selling, general and administrative expenses of $96 million largely due to increases in salaries and employee related expenses of $64 million, contract services costs of $46 million and quarterly fair-value remeasurement of outstanding performance-based stock compensation of $20 million, partially offset by the absence of $30 million of expense in the first nine months of 2024 related to decommissioning of non-operating assets.
Previous report
Net interest and other financial costs increased $339 million largely due to decreased interest income and discount amortization, primarily due to the liquidation of short-term investments that were held in the first nine months of 2024, and increased non-service pension costs and interest expense, primarily due to increased MPLX borrowings.
Previous report
The following includes key financial and operating data for the third quarter of 2025 compared to the third quarter of 2024 and the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous report
Refining & Marketing segment revenues decreased $687 million primarily due to a decrease in average refined product sales prices of $0.11 per gallon, partially offset by increased refined product sales volumes of 139 mbpd.
Previous report
Net refinery throughput increased 76 mbpd in the first nine months of 2025 largely due to decreased turnaround activity.
Previous report
Refining & Marketing segment adjusted EBITDA decreased $1.0 billion mainly driven by decreased per barrel margins and other income in addition to increased refining operating and distribution costs, both excluding depreciation and amortization. Refining & Marketing segment adjusted EBITDA was $5.10 per barrel for the first nine months of 2025, versus $6.49 per barrel for the first nine months of 2024.
Previous report
We purchase RINs to satisfy a portion of our RFS compliance. Our expenses associated with purchased RINs included in Refining & Marketing margin were $880 million and $847 million in the first nine months of 2025 and 2024, respectively. The increase in the first nine months of 2025 was mainly due to increased obligated volumes, partially offset by MPC being granted an SRE for one of our refineries for 50 percent of the renewable volume obligation for the 2024 compliance year. There is an additional credit for the 2023 compliance year recognized in items not allocated to the segments. In addition, we experienced higher RINs generated and acquired from our Martinez Renewables JV.
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Reworded paragraphs (63)
Previous wording
This Quarterly Report on Form 10-Q, particularly Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.
Current wording
This Quarterly Report on Form 10-Q, particularly Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “advance,” “anticipate,” “believe,” “commitment,” “continue,” “could,” “design,” “drive,” “endeavor,” “estimate,” “expect,” “focus,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “progress,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “strive,” “support,” “target,” “trends,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.
Previous wording
•general economic, political or regulatory developments, including the federal government shutdown, tariffs, inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs or renewable diesel and other renewable fuels, or taxation, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act;
Current wording
•general economic, political or regulatory developments, including tariffs, inflation, interest rates, government shutdowns, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, NGLs or renewable diesel and other renewable fuels, or taxation, including changes in tax regulations or guidance promulgated pursuant to the new legislation implemented in the One Big Beautiful Bill Act;
Previous wording
•the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, renewable diesel and other renewable fuels, NGLs and other feedstocks;
Current wording
•the regional, national and worldwide availability and pricing of refined products, crude oil, natural gas, renewable diesel and other renewable fuels, NGLs and other feedstocks, including increased pricing volatility or supply disruptions due to the U.S.- Iran conflict and market reactions thereto;
Previous wording
•the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto, including MPLX’s ability to successfully divest its Rockies gathering and processing operations (the “Rockies”);
Current wording
•the availability of desirable strategic alternatives to optimize portfolio assets and the ability to obtain regulatory and other approvals with respect thereto;
Previous wording
•our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG goals and targets within the expected timeframe, if at all;
Current wording
•our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG plans and goals within the expected timeframe, if at all;
Previous wording
•the imposition of windfall profit taxes, maximum margin penalties, minimum inventory requirements or refinery maintenance and turnaround supply plans on companies operating in the energy industry in California or other jurisdictions.
Current wording
•the imposition of windfall profit taxes, maximum margin penalties, minimum inventory requirements or refinery maintenance and turnaround supply plans on companies operating in the energy industry in California or other jurisdictions; and
Previous wording
Our Refining & Marketing segment results for the third quarter of 2025 versus the third quarter of 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 during the quarter. Longer term, global demand growth is expected to outpace the net impact of refining capacity additions and rationalizations through the end of the decade. We anticipate 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.
Current wording
Our Refining & Marketing segment results for the first quarter of 2026 versus the first quarter of 2025 reflect higher realized refining margins supported by stable demand and higher global product prices, partially offset by derivative losses related to our economic hedging program. Longer term, global demand growth is expected to outpace the net impact of refining capacity additions and rationalizations through the end of the decade. We anticipate 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.
Previous wording
See Note 4 to the unaudited consolidated financial statements for additional information on this transaction.
Current wording
See Note 15 to the unaudited consolidated financial statements for further discussion.
Previous wording
Our CODM evaluates the performance of our segments using segment adjusted EBITDA. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.
Current wording
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 segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) are not tied to the operational performance of the segment.
Previous wording
Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the third quarter of 2025 as compared to the third quarter of 2024 and the first nine months of 2025 compared to the first nine months of 2024.
Current wording
Refer to the Results of Operations section for a discussion of consolidated financial results and Segment Results for the first quarter of 2026 as compared to the first quarter of 2025.
Previous wording
We owned approximately 647 million MPLX common units as of September 30, 2025, with a market value of $32.34 billion based on the September 30, 2025 closing price of $49.95 per common unit. On October 28, 2025, MPLX declared a quarterly cash distribution of $1.0765 per common unit, payable on November 14, 2025 to unitholders of record on November 7, 2025. MPC’s portion of this distribution is approximately $697 million.
Current wording
We owned approximately 647 million MPLX common units as of March 31, 2026, with a market value of $36.95 billion based on the March 31, 2026 closing price of $57.07 per common unit. On April 28, 2026, MPLX declared a quarterly cash distribution of $1.0765 per common unit, payable on May 15, 2026 to unitholders of record on May 8, 2026. MPC’s portion of this distribution is approximately $697 million.
Previous wording
We received limited partner distributions of $1.86 billion from MPLX in the nine months ended September 30, 2025 and $1.65 billion in the nine months ended September 30, 2024.
Current wording
We received limited partner distributions from MPLX of $697 million in the three months ended March 31, 2026 and $619 million in the three months ended March 31, 2025.
Previous wording
During the nine months ended September 30, 2025, MPLX repurchased approximately 6 million MPLX common units at an average cost per unit of $51.20 and paid $300 million of cash for the repurchased common units. As of September 30, 2025, approximately $1.22 billion remained available under authorizations for future unit repurchases.
Current wording
During the three months ended March 31, 2026, MPLX repurchased approximately 1 million MPLX common units at an average cost per unit of $56.63 and paid $50 million of cash for the repurchased common units. As of March 31, 2026, approximately $1.07 billion remained available under authorizations for future unit repurchases.
Previous wording
•the potential impact of LIFO adjustments due to changes in historic inventory levels; and
Current wording
•the potential impact of LIFO adjustments; and
Previous wording
We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX, which is reported in our Midstream segment, provides transportation, storage, distribution and marketing services to our Refining & Marketing segment. Certain of these agreements include commitments for minimum quarterly throughput and distribution volumes of crude oil and refined products and minimum storage volumes of crude oil, refined products and other products. Certain other agreements include commitments to pay for 100 percent of available capacity for certain marine transportation and refining logistics assets.
Current wording
We have various long-term, fee-based commercial agreements with MPLX. Under these agreements, MPLX, which is reported in our Midstream segment, provides transportation, storage, distribution and marketing services for our Refining & Marketing segment. Certain of these agreements include commitments for minimum quarterly throughput and distribution volumes of crude oil and refined products and minimum storage volumes of crude oil, refined products and other products. Certain other agreements include commitments to pay for 100 percent of available capacity for certain marine transportation and refining logistics assets.
Previous wording
Our Midstream segment also gathers, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Our Midstream segment profitability is affected by prevailing commodity prices primarily as a result of processing or conditioning at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.
Current wording
Our Midstream segment also gathers, treats, processes and transports natural gas and transports, fractionates, stores and markets NGLs. NGL and natural gas prices are volatile and are impacted by changes in fundamental supply and demand, as well as market uncertainty, availability of NGL transportation and fractionation capacity and a variety of additional factors that are beyond our control. Our Midstream segment profitability is affected by prevailing commodity prices primarily as a result of processing or conditioning at our own or third‑party processing plants, purchasing and selling or gathering and transporting volumes of natural gas at index‑related prices and the cost of third‑party transportation and fractionation services. To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.
Previous wording
Our Renewable Diesel segment processes renewable feedstocks into renewable diesel, markets and distributes renewable diesel and includes joint ventures that produce soybean oil and renewable diesel.
Current wording
Our Renewable Diesel segment processes renewable feedstocks into renewable diesel, markets and distributes renewable diesel and includes joint ventures that produce renewable diesel and renewable feedstocks.
Previous wording
Net income attributable to MPC increased $748 million in the third quarter of 2025 compared to the third quarter of 2024 primarily due to the following:
Current wording
Net income attributable to MPC increased $585 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to the following:
Previous wording
Revenues and other income increased $476 million primarily due to:
Current wording
Revenues and other income increased $2.72 billion primarily due to:
Previous wording
•decreased sales and other operating revenues of $5.60 billion mainly due to a decrease in Refining & Marketing segment average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 158 mbpd;
Current wording
•increased sales and other operating revenues of $2.68 billion mainly due to an increase in Refining & Marketing segment average refined product sales prices of $0.15 per gallon and increased refined product sales volumes of 105 mbpd;
Previous wording
•increased selling, general and administrative expenses of $48 million primarily due to quarterly fair-value remeasurement of outstanding performance-based stock compensation of $41 million and increased contract services costs of $24 million, partially offset by decreased office expenses of $24 million.
Current wording
•increased selling, general and administrative expenses of $84 million primarily due to quarterly fair-value remeasurement of outstanding performance-based stock compensation of $42 million and increased employee related costs of $34 million.
Previous wording
We recorded combined federal, state and foreign income tax provisions of $460 million and $113 million for the three months ended September 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.
Current wording
We recorded a combined federal, state and foreign income tax provision of $183 million for the three months ended March 31, 2026 and $37 million for the three months ended March 31, 2025. The rate for the three months ended March 31, 2026 was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes while the rate for the three months ended March 31, 2025 was lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests and discrete state tax benefits.
Previous wording
Net income attributable to noncontrolling interests increased $186 million mainly due to an increase in MPLX’s net income in the third quarter of 2025. See further discussion in the Midstream Segment Results section.
Current wording
Net income attributable to noncontrolling interests decreased $80 million mainly due to a decrease in MPLX’s net income in the first quarter of 2026. See further discussion in the Segment Results-Midstream section.
Previous wording
We classify our business in the following reportable segments: Refining & Marketing, Midstream and Renewable Diesel. Segment adjusted EBITDA represents adjusted EBITDA attributable to the reportable segments. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment or (iii) are not tied to the operational performance of the segment.
Current wording
We classify our business in the following reportable segments: Refining & Marketing, Midstream and Renewable Diesel. Segment adjusted EBITDA represents adjusted EBITDA attributable to the reportable segments. Amounts included in income before income taxes and excluded from segment adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) turnaround expenses; and (iv) other adjustments as deemed necessary. These items are either: (i) believed to be non-recurring in nature; (ii) not believed to be allocable or controlled by the segment; or (iii) not tied to the operational performance of the segment.
Previous wording
Our segment adjusted EBITDA for reportable segments was $9.09 billion and $9.80 billion for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
Our segment adjusted EBITDA for reportable segments was $3.01 billion and $2.17 billion for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
The following information presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment. The benchmark crack spreads below do not reflect the market cost of RINs necessary to meet EPA renewable volume obligations for attributable products under the Renewable Fuel Standard.
Current wording
The following information presents certain benchmark prices in our marketing areas and market indicators that we believe are helpful in understanding the results of our Refining & Marketing segment. The benchmark crack spreads below do not reflect the market cost of RINs necessary to meet EPA renewable volume obligations for attributable products under the Renewable Fuel Standard program.
Previous wording
(a) Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 40/42/18 percent effective April 1, 2024 and 40/40/20 percent for prior periods.
Current wording
(a) Blended 3-2-1 Mid-Continent/USGC/West Coast crack spread is 40/42/18 percent in 2026 and 2025.
Previous wording
Refining & Marketing segment revenues decreased $6.58 billion primarily due to a decrease in average refined product sales prices of $0.22 per gallon, partially offset by increased refined product sales volumes of 158 mbpd.
Current wording
Refining & Marketing segment revenues increased $2.84 billion primarily due to an increase in average refined product sales prices of $0.15 per gallon and increased refined product sales volumes of 105 mbpd.
Previous wording
Refining & Marketing segment adjusted EBITDA increased $626 million mainly due to increased per barrel margins, partially offset by increased refining operating and distribution costs, both excluding depreciation and amortization. Refining & Marketing segment adjusted EBITDA was $6.37 per barrel for the third quarter of 2025, versus $4.15 per barrel for the third quarter of 2024.
Current wording
Refining & Marketing segment adjusted EBITDA increased $888 million mainly due to increased per barrel margins, partially offset by increased refining operating and distribution costs, both excluding depreciation and amortization. Refining & Marketing segment adjusted EBITDA was $5.37 per barrel for the first quarter of 2026, versus $1.91 per barrel for the first quarter of 2025.
Previous wording
Refining & Marketing margin was $17.60 per barrel for the third quarter of 2025 compared to $14.63 per barrel for the third quarter of 2024. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net positive impact of approximately $1 billion on Refining & Marketing margin for the third quarter of 2025 compared to the third quarter of 2024, primarily due to higher crack spreads. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net negative effect of approximately $100 million on Refining & Marketing segment adjusted EBITDA in the third quarter of 2025 compared to the third quarter of 2024.
Current wording
Refining & Marketing margin was $17.74 per barrel for the first quarter of 2026 compared to $13.38 per barrel for the first quarter of 2025. Results benefited from higher crack spreads, partially offset by unrealized derivative losses related to our economic hedging program. Refining & Marketing margin is affected by our performance against the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net positive impact of approximately $1.3 billion on Refining & Marketing margin for the first quarter of 2026 compared to the first quarter of 2025. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, the effect of market structure on our crude oil acquisition prices, the effect of RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net negative effect of approximately $200 million on Refining & Marketing segment adjusted EBITDA in the first quarter of 2026 compared to the first quarter of 2025.
Previous wording
We purchase RINs to satisfy a portion of our RFS compliance. Our expenses associated with purchased RINs and included in the Refining & Marketing margin were $212 million and $253 million in the third quarter of 2025 and 2024, respectively. The decrease in the third quarter of 2025 was mainly due to MPC being granted an SRE for one of our refineries for 50 percent of the renewable volume obligation for the 2024 compliance year. There is an additional credit for the 2023 compliance year recognized in items not allocated to the segments. In addition, lower prices and higher RINs generated and acquired from our Martinez Renewables JV were partially offset by increased obligated volumes.
Current wording
We purchase RINs to satisfy a portion of our RFS compliance. Our expenses associated with purchased RINs and included in Refining & Marketing margin were $593 million and $354 million in the first quarter of 2026 and 2025, respectively. The increase in the first quarter of 2026 was mainly due to increased RIN obligations, lower RINs generated and acquired from our Martinez Renewables JV due to turnaround activity and higher RIN costs.
Previous wording
For the three months ended September 30, 2025, refining operating costs, excluding depreciation and amortization, increased $111 million, or $0.36 per barrel, largely due to higher repair and energy costs.
Current wording
For the three months ended March 31, 2026, refining operating costs, excluding depreciation and amortization, increased $127 million, or $0.49 per barrel, largely due to increased project related expense associated with increased turnaround activity during the quarter.
Previous wording
Distribution costs, excluding depreciation and amortization, increased $99 million, or $0.31 per barrel, and include fees paid to MPLX of $1.02 billion and $1.00 billion for the third quarter of 2025 and 2024, respectively. The change in the third quarter of 2025 primarily reflects an increase in refined product sales volume.
Current wording
Distribution costs, excluding depreciation and amortization, increased $103 million, or $0.39 per barrel, and include fees paid to MPLX. The change in the first quarter of 2026 primarily reflects rate increases and increased third party marine costs.
Previous wording
Refining planned turnaround costs increased $0.40 per barrel, or $113 million, due to the scope and timing of turnaround activity.
Current wording
Refining planned turnaround costs increased $0.30 per barrel, or $76 million, due to the scope and timing of turnaround activity.
Previous wording
(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $29 million and $28 million for the third quarter of 2025 and 2024, respectively, and $64 million and $75 million for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
(a)Corporate costs consist primarily of MPC’s corporate administrative expenses and costs related to certain non-operating assets, except for corporate overhead expenses attributable to MPLX, which are included in the Midstream segment. Corporate costs include depreciation and amortization of $24 million and $18 million for the first quarter of 2026 and 2025, respectively.
Previous wording
Our consolidated cash and cash equivalents balance was approximately $2.65 billion at September 30, 2025 compared to $3.21 billion at December 31, 2024. Net cash provided by (used in) operating activities, investing activities and financing activities are presented in the following table.
Current wording
Our consolidated cash and cash equivalents balance was approximately $2.15 billion at March 31, 2026 compared to $3.67 billion at December 31, 2025. Net cash provided by (used in) operating activities, investing activities and financing activities are presented in the following table.
Previous wording
Net cash provided by operating activities decreased $1.27 billion in the first nine months of 2025 compared to the first nine months of 2024. The change in net cash provided by operating activities was primarily due to a decrease in operating results and an unfavorable change in working capital of $791 million, when comparing the change in working capital in both periods.
Current wording
Net cash provided by operating activities increased $1.19 billion in the first three months of 2026 compared to the first three months of 2025. The change in net cash provided by operating activities was primarily due to an increase in operating results and a favorable change in working capital of $501 million, when comparing the change in working capital in both periods.
Previous wording
For the first nine months of 2025, changes in working capital, excluding changes in short-term debt, were a net $818 million use of cash mainly due to the effects of changes in energy commodity volumes and prices at the end of the period. Accounts payable decreased primarily due to decreases in crude oil volumes and prices. Current receivables decreased primarily due to decreases in crude oil prices and crude oil volumes, partially offset by increases in refined product prices. Inventories increased largely due to increases in refined product and materials and supplies inventory volumes, partially offset by a decrease in crude oil inventory volumes.
Current wording
For the first three months of 2026, changes in working capital, excluding changes in short-term debt, were a net $573 million use of cash mainly due to the effects of changes in energy commodity prices and volumes, including derivatives, at the end of the period. Accounts payable increased primarily due to increases in crude oil prices. Current receivables increased primarily due to increases in crude oil prices and volumes in addition to an increase in refined product prices, partially offset by refined product volumes. Inventories increased largely due to increases in refined product and crude oil inventory volumes, partially offset by a decrease in materials and supplies inventory volumes.
Previous wording
For the first nine months of 2024, changes in working capital, excluding changes in short-term debt, were a net $27 million use of cash mainly due to the effects of changes in energy commodity prices and volumes at the end of the period. Current receivables decreased primarily due to decreases in crude oil and refined product volumes and prices. Accounts payable decreased primarily due to decreases in crude oil volumes. Inventories increased primarily due to increases in refined product and crude oil inventory volumes. Additionally, working capital was favorably impacted by changes in income tax receivable and unfavorably impacted by changes in current liabilities and other current assets.
Current wording
For the first three months of 2025, changes in working capital, excluding changes in short-term debt, were a net $1.07 billion use of cash primarily due to the effects of changes in energy commodity prices and volumes at the end of the period. Current receivables increased primarily due to increases in crude oil volumes. Inventories increased primarily due to increases in refined product and crude oil inventory volumes. Accounts payable increased primarily due to increases in crude oil volumes partially offset by decreases in crude oil prices.
Previous wording
•Additions to property, plant and equipment increased $582 million. See the Capital Requirements section for additional information on our capital expenditures and investments.
Current wording
•Additions to property, plant and equipment increased $250 million. See the Capital Requirements section for additional information on our capital expenditures and investments.
Showing the first 40 of 63 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
See Note 8 and Note 23 to the unaudited consolidated financial statements for further discussion of our share repurchase authorizations.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
We recorded combined federal, state and foreign income tax provisions of $765 million and $779 million for the nine months ended September 30, 2025 and 2024, respectively, which were lower than the U.S. statutory rate primarily due to permanent tax benefits related to net income attributable to noncontrolling interests, partially offset by state taxes.
Previous report — wording carried elsewhere
Net income attributable to noncontrolling interests increased $200 million mainly due to an increase in MPLX’s net income in the first nine months of 2025. See further discussion in the Midstream Segment Results section.
Previous report — wording carried elsewhere
Refining & Marketing margin was $16.26 per barrel for the first nine months of 2025 compared to $17.08 per barrel for the first nine months of 2024. Refining & Marketing margin is affected by the market indicators shown earlier, which use spot market values and an estimated mix of crude purchases and product sales. Based on the market indicators and our crude oil throughput, we estimate a net negative impact of approximately $1 billion on Refining & Marketing margin for the first nine months of 2025 compared to the first nine months of 2024, primarily due to narrower sour and sweet crude oil differentials. Our reported Refining & Marketing margin differs from market indicators due to the mix of crudes purchased and their costs, market structure on our crude oil acquisition prices, RIN prices on the crack spread, and other items like refinery yields, other feedstock variances and fuel margin from sales to direct dealers. These factors had an estimated net positive effect of approximately $1 billion on Refining & Marketing segment income in the first nine months of 2025 compared to the first nine months of 2024.
Previous report — wording carried elsewhere
See “Non-GAAP Financial Measures” section for reconciliation of Renewable Diesel margin.