MPC Marathon Petroleum 10-Q 2026-09-30 section summaries

MPC — Q3 and 9M 2026

Consolidated results

The sharp earnings improvement reflected strong Refining & Marketing results and higher Renewable Diesel earnings. Net income attributable to noncontrolling interests was $431M in Q3 and $1.171B in 9M 2026. Net interest and other financial costs were $287M versus $310M in Q3 and $997M versus $933M in 9M; 9M interest expense was $1.285B versus $1.079B. Income tax provision for 9M was $3.912B versus $765M.

Segment results

Segment revenue and adjusted EBITDA ($ billions); 9M figures are included because segment revenue growth slowed materially from Q3 in every segment.

Total segment revenue was $57.764B in Q3 and $147.167B in 9M; total segment adjusted EBITDA was $12.031B versus $3.415B in Q3 and $23.735B versus $9.094B in 9M. After intersegment eliminations, consolidated sales were as shown above. Revenue growth moderated from Q3 to 9M: Refining & Marketing 62.6% to 43.4%, Midstream 12.5% to 6.6%, and Renewable Diesel 91.1% to 62.0%. Planned refining and renewable-diesel turnarounds reduced adjusted EBITDA by $295M in Q3 and $1.102B in 9M. Prior-year comparisons included $738M of gains associated with the BANGL acquisition and TAMH interest sale; 2026 included $123M of tax and legal settlements.

Cash flow, capital spending and balance sheet

Cash generation included substantial offsetting working-capital movements: receivables used $7.077B versus providing $706M, while current liabilities and other current assets provided $10.745B versus using $1.204B. Derivative asset/liability changes provided $1.846B versus using $45M. Interest paid, net of capitalized amounts, rose to $1.225B from $970M, and net income taxes paid rose to $1.804B from $130M. MPC repurchased $6.255B of shares in 9M (21M shares at an average $289.71) versus $2.399B (15M shares) a year earlier; Q3 repurchases were $3.005B (8M shares at $357.68) versus $650M (3M shares). A May 2026 $5.0B authorization had $3.12B remaining at September 30. Common shares outstanding declined from approximately 295M at the start of 2026 to 275M at September 30.

Cash, cash equivalents and restricted cash ended 9M at $12.807B versus $2.654B. MPC stockholders’ equity was $23.209B and noncontrolling interests $6.643B. Reported debt carrying value and fair value were approximately $32.6B and $29.5B, respectively, at September 30, versus $32.4B and $31.1B at year-end. MPC redeemed $749M principal of 5.125% notes due December 2026. MPLX issued $3.75B principal of notes and used proceeds in part to repay $1.5B principal at maturity and redeem $1.25B principal due March 2027. Revolving facilities mature in April 2031; MPC’s capacity is $5.0B and MPLX’s increased to $2.5B from $2.0B, with no borrowings outstanding. The trade-receivables facility was extended to April 2029 and had $1.63B of letters of credit outstanding for DOE Strategic Petroleum Reserve (SPR) crude-purchase contracts.

Portfolio, market and risk developments

MPC consolidates MPLX, in which it owned approximately 64% of common units at September 30. MPLX’s acquisitions expand its midstream footprint: the $2.4B Northwind purchase added sour-gas gathering and treating assets in New Mexico, with treating capacity expected to grow from 150 MMcf/d to more than 400 MMcf/d by 2H 2026. Northwind purchase accounting included $360M of tax-deductible goodwill and $957M of contract intangibles. MPLX also acquired the remaining 55% of BANGL in 2025 for $937M total consideration, recognized a $484M remeasurement gain on its previously held interest, and repaid about $656M of assumed debt. MPC sold its 49.9% TAMH interest in 2025 for $427M cash and recorded a $254M gain. MPLX’s 2025 sale of non-core Rockies operations generated $980M cash.

Commodity-derivative losses recognized in net income rose to $499M in Q3 from $4M and $1.083B in 9M from $37M. MPC received approximately 21 million SPR barrels in Q2 and Q3 2026 and must return approximately 26 million barrels from April 2027 through July 2029. The return obligation generated $1.9B of derivative liabilities at September 30 ($590M current and $1.3B non-current); fair-value changes affect earnings, and the contracts are not designated as accounting hedges. Environmental-credit liabilities increased to $1.604B from $463M. MPC also had $210M of maximum potential undiscounted payments under LOOP/LOCAP financing support agreements and $179M under other guarantees.

Environmental remediation liabilities were $364M versus $355M at year-end. MPC notes that some litigation and other contingencies could be material but that potential losses cannot currently be estimated for certain matters. Climate litigation in Delaware seeks unspecified damages and abatement; the outcome and any liability remain uncertain. A long-running pipeline trespass dispute remains pending after THPP paid approximately $4M and ceased use of the affected pipeline portion.

After quarter-end, MPC agreed on November 2, 2026, to sell its St. Paul Park and Mandan refineries and related midstream assets for $4.2B cash, subject to customary adjustments and closing conditions. The assets had a $1.8B carrying value at September 30, and closing was expected in Q4 2026. On November 3, the board authorized an additional $5.0B of share repurchases; the authorization has no expiration date and is not a commitment to spend the full amount.

MPC — Q3 and nine months ended September 30, 2026

Consolidated results

Amounts in $ millions, except per-share data.

Revenue growth was primarily sales-driven, reflecting higher product prices and volumes; higher crude costs and finished-product purchases also drove cost of revenues upward. Equity-method income declined to $359 million from $976 million in Q3 and to $791 million from $1.418 billion in 9M, largely because 2025 included gains from the BANGL acquisition and Ethanol JV sale. Higher earnings and state taxes drove provisions to $2.285 billion from $460 million in Q3 and to $3.912 billion from $765 million in 9M. Net interest and other financial costs were $287 million versus $310 million in Q3 and $997 million versus $933 million in 9M; the year-to-date increase mainly reflected higher MPLX interest expense.

Segment performance

Adjusted EBITDA is the company’s segment performance measure. Amounts in $ millions.

Refining & Marketing revenue increased $20.45 billion in Q3 and $40.76 billion in 9M. Higher average refined-product sales prices (up $1.14 per gallon in Q3 and $0.83 in 9M) and higher sales volumes (up 247 mbpd and 120 mbpd, respectively) supported results. Adjusted EBITDA per barrel rose to $34.15 from $6.37 in Q3 and to $22.02 from $5.10 in 9M; margin per barrel increased to $45.70 from $17.60 and to $33.81 from $16.26. Stronger crack spreads were the principal driver. Purchased RIN expense increased to $654 million from $212 million in Q3 and to $1.93 billion from $880 million in 9M. Management estimated market indicators and crude throughput added about $9 billion to R&M margin in Q3 and $14.2 billion in 9M; differences between reported margin and market indicators had an estimated net negative $700 million Q3 effect on adjusted EBITDA, but a net positive $200 million 9M effect.

Midstream revenue increased $365 million in Q3 and $574 million in 9M, with adjusted EBITDA up $173 million and $188 million, respectively. Higher rates and throughputs, equity-affiliate income and acquisitions were partly offset by divestitures and higher operating costs. The 9M comparison also included a $37 million non-recurring customer-agreement benefit in Q1 2025 and $94 million of increased derivative losses.

Renewable Diesel revenue increased $652 million in Q3 and $1.23 billion in 9M. Margin rose to $304 million from $8 million in Q3 and to $758 million from $83 million in 9M, primarily reflecting improved regulatory-credit values. Sales volume increased 129 thousand gallons per day in Q3 and 15 thousand gallons per day in 9M. Results are highly sensitive to regulatory-credit values.

Refining and operating indicators

Higher utilization and lower turnaround activity supported Q3 throughput. Refining results benefited from stronger realized margins, stable demand and higher product prices amid global crude-supply disruptions. MPC estimates annual R&M adjusted EBITDA changes by $1.125 billion for each $1/barrel change in blended crack spreads, all else equal. Long-term MPLX logistics agreements support operations but include minimum-volume and capacity-payment commitments that can weigh on results when throughput or sales fall.

Reconciliation and corporate items

Amounts in $ millions; adjustments from segment adjusted EBITDA toward income before tax.

2025 asset-sale gains included the BANGL acquisition and TAMH-interest sale. The 9M 2026 clean-fuel credit reflected clarified eligibility for 45Z credits; tax and legal settlements related to prior-period matters. Corporate costs increased, mainly due to performance-based compensation and bonuses ($71 million in Q3; $99 million in 9M); 9M also included $23 million of environmental remediation for historical Martinez refinery operations.

Cash flow, investment and capital returns

Amounts in $ millions; cash flows and spending for 9M.

Operating cash flow benefited from improved results and a $6.27 billion favorable year-over-year working-capital change. Working capital, excluding short-term debt, provided $5.45 billion versus using $818 million in 9M 2025. Investing included $800 million of short-term investment purchases and $755 million of net investments, primarily contributions to MPLX and Renewable Diesel equity-method investments; 2025 investing included $3.32 billion of acquisition cash use.

MPC repurchased 8 million shares for $3.005 billion in Q3 2026, versus 3 million for $650 million; for 9M, it repurchased 21 million for $6.255 billion versus 15 million for $2.399 billion. The 9M average repurchase price was $289.71 versus $153.83 per share. Of the $65.05 billion authorized since 2012, $61.93 billion had been repurchased by September 30, leaving $3.12 billion under the May 2026 authorization. On November 3, the board authorized an additional $5.0 billion program. MPLX repurchased 3 million units for $150 million in 9M versus 6 million for $300 million; $970 million remained under its authorization.

Liquidity, debt and significant events

At September 30, MPC excluding MPLX had $17.311 billion of liquidity: $12.312 billion of cash and short-term investments and $4.999 billion available under its $5.0 billion revolver. MPLX had $5.297 billion of liquidity, including $1.297 billion of cash and $4.0 billion of available capacity. Both were covenant-compliant; MPC had no commercial paper outstanding. MPC and MPLX revolvers were extended to April 2031. Ratings for both were Baa2/BBB/BBB with stable outlooks. A downgrade could raise borrowing costs and constrain refinancing flexibility.

MPLX issued $3.75 billion principal of senior notes in 9M and used proceeds, alongside other funding, to repay or redeem $2.75 billion principal of notes. MPC repaid $749 million principal, including redemption of its 5.125% notes due December 2026. On October 30, MPC and MPLX increased their intercompany loan capacity from $1.5 billion to $2.5 billion and extended maturity to October 2031.

On November 2, MPC agreed to sell the St. Paul Park and Mandan refineries and related midstream assets for $4.2 billion cash, subject to closing adjustments; the assets had a $1.8 billion carrying value at September 30, and closing was expected in Q4, subject to approvals. The DOE delivered about 21 million crude barrels under an SPR exchange in Q2–Q3; MPC must return about 26 million barrels from April 2027 through July 2029.

MPC’s investment priorities include refinery enhancement projects and midstream capacity serving the Permian-to-Gulf Coast value chain. MPLX raised its 2026 growth-capital outlook by $500 million to $2.9 billion, primarily accelerating Gulf Coast fractionation and export capacity. Key exposures include commodity and crack-spread volatility, RIN and regulatory-credit values, outages, transportation capacity, environmental compliance, and execution and approval risks for projects and transactions.

Market Risk

Commodity derivatives

For the nine months ended September 30, 2026, MPC recorded a $1.083 billion net loss on commodity derivative positions, compared with a $37 million net loss in the prior-year period. MPC does not designate commodity derivatives as accounting hedges.

At September 30, 2026, the following hypothetical price changes in open exchange-traded derivatives would affect income from operations (IFO):

These sensitivities exclude changes in the value of underlying physical commodities, which MPC expects to mitigate derivative-market-value risk. Subsequent portfolio changes could alter future effects; MPC reviews and adjusts its strategies as market conditions and risk profiles change.

Interest-rate exposure

At September 30, 2026, MPC had no variable-rate debt. Long-term debt, including current maturities and excluding finance leases, was fixed-rate.

A change in fixed-rate debt fair value generally affects MPC’s results and cash flows only if it repurchases or retires debt above carrying value. Short-term cash, receivables, payables, and accrued interest are relatively insensitive to rate changes and were excluded from the analysis.

Controls and Procedures

As of September 30, 2026, management, including the CEO and CFO, concluded that disclosure controls and procedures were effective. During the quarter ended September 30, 2026, no changes materially affected, or were reasonably likely to materially affect, internal control over financial reporting.

The company reported no material changes to the risk factors previously disclosed in its Form 10-K for the year ended December 31, 2025. It identified no new risks or other material developments.

For the quarter ended September 30, 2026, no MPC director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement. This section reported no financial results, business risks, or strategic developments.