MPCMarathon Petroleum
MPC has nearly 140 years of history in the energy business, and is a leading, integrated, downstream and midstream energy company. 10-K, Item 1
- Employees
- 18,500
- Headquarters
- Findlay, OH
- CEO
- Maryann T. Mannen
- Next results
- around Feb 2, 2027
5 paragraphs in Risk Factors of the 10-K filed Feb 26, 2026 with nothing like them in the 10-K filed Feb 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 19 Energy companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•temporary and permanent closures, utilization levels and capacities of other refineries in our markets and globally;
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such as hydrogen or ammonia, or efficiency improvements for internal combustion engines could reduce demand for liquid transportation fuels.
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Our assets are subject to acute physical risks, such as floods, hurricane-force winds, wildfires, winter storms, and earth movement in variable, steep and rugged terrain and terrain with varied or changing subsurface conditions, and chronic physical
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In 2025, the U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions. The U.S. EPA and other federal agencies began proposing and promulgating regulations consistent with the administration’s policy changes. If the federal government relaxes or revokes certain environmental regulations, states may pass laws that vary in stringency and scope by state, creating a patchwork of regulation. For example, various states have passed laws regulating the use of materials containing PFAS and setting action levels for the remediation of certain PFAS. We cannot predict the extent to which states will pass such legislation, or the ultimate effect these state laws will have on our business, financial condition and results of operations.
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California has also enacted cap-and-invest programs, which set statewide limits on GHG emissions and caps that decline each year. CARB is currently developing regulations to implement the changes to the Cap-and-Invest program. We are unable to estimate the impact of these programs but requirements to drastically reduce GHG emissions in California could increase our operating costs, require additional capital expenditures, reduce the competitiveness of our California refinery and renewable fuel facility and our Washington refinery and affect their long term outlook.
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New in the latest 10-Q
27 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Investments with a maturity date greater than three months that we intend to convert to cash or cash equivalents within a year or less are classified as Short-term investments in our Consolidated Balance Sheets. Short-term investments had a balance of $ 804 million and $ 0 million at September 30, 2026 and December 31, 2025, respectively.
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Our short-term investments primarily include fixed term deposits with various banks that are carried on the balance sheet at amortized cost and bear interest. Interest income is recognized within Net interest and other financial costs on the Consolidated Statements of Income using the effective interest method. Current expected credit loss reserves related to our term deposits are not material due to the short-term nature of the investments and creditworthiness of the counterparties.
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(b) The three and nine months ended September 30, 2025 include gains from the BANGL Acquisition and the sale of MPC’s interest in TAMH.
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(c) Transaction-related costs include costs associated with significant transactions discussed in Note 5.
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(e) Includes adjustments for a tax matter dispute with the City of Carson relating to municipal taxes covering multiple prior year periods as well as legal settlements arising from a single event in a prior year.
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(a) The three and nine months ended September 30, 2025 include gains from the BANGL Acquisition and the sale of MPC’s interest in TAMH.
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(a) Liability recorded in the third quarter of 2025 related to the BANGL Acquisition earnout provision.
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The following table summarizes MPLX debt issuances during the nine months ended September 30, 2026, all of which were issued in an underwritten public offering:
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(c) Represents the book value of MPLX’s equity method investment in BANGL, prior to MPLX buying out the remaining interest in this entity as part of the BANGL Acquisition. See Note 5 - BANGL, LLC Acquisition.
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Delaware. The pending case is: Delaware ex rel. Jennings v. BP America Inc., et al., (Del. Super. Ct.) (date instituted September 10, 2020).
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On November 2, 2026, we entered into a definitive agreement to divest our St. Paul Park, Minnesota and Mandan, North Dakota refineries and related midstream assets for $ 4.2 billion in cash, subject to working capital, inventory and other closing adjustments. The carrying value of the associated net assets was $ 1.8 billion as of September 30, 2026 and reported within the Refining & Marketing and Midstream segments. The transaction is expected to close in the fourth quarter of 2026, pending satisfaction of customary closing conditions and regulatory approvals.
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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.
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On November 2, 2026, we entered into a definitive agreement to divest our St. Paul Park, Minnesota and Mandan, North Dakota refineries and related midstream assets for $4.2 billion in cash, subject to working capital, inventory and other closing adjustments. The carrying value of the associated net assets was $1.8 billion as of September 30, 2026 and reported within the Refining & Marketing and Midstream segments. The transaction is expected to close in the fourth quarter of 2026, pending satisfaction of customary closing conditions and regulatory approvals.
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(c) Transaction-related costs include costs associated with significant transactions discussed in Note 5 to the unaudited consolidated financial statements.
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(e) Includes adjustments for a tax matter dispute with the City of Carson relating to municipal taxes covering multiple prior year periods as well as legal settlements arising from a single event in a prior year.
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• increased other taxes of $74 million mainly due to resolution of a tax matter dispute with the City of Carson covering multiple prior year periods.
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
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• increased other taxes of $70 million mainly due to resolution of a tax matter dispute with the City of Carson covering multiple prior year periods.
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Net refinery throughput increased 145 mbpd due to favorable impacts across all regions as a result of lower turnarounds and improved utilization.
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
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Total items not allocated to segments of $123 million in the third quarter of 2026 include resolution of a tax matter dispute with the City of Carson relating to municipal taxes covering multiple prior year periods as well as legal settlements arising from a single event in a prior year. Total items not allocated to segments of $774 million in the third quarter of 2025, primarily include the gain on sale of assets from the BANGL Acquisition of $484 million and the Ethanol Joint Venture Sale of $254 million. See Note 5 to the unaudited consolidated financial statements for additional information on these transactions. In addition, items not allocated to segments in the third quarter of 2025 includes the 2023 compliance year SRE credit, partially offset by transaction costs related to Midstream acquisitions during the quarter.
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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
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MPLX is party to an intercompany loan agreement with MPC. Under the terms of the agreement, MPC extends loans to MPLX on a revolving basis as requested by MPLX and as agreed to by MPC. On October 30, 2026, MPLX and MPC amended and restated this agreement to increase the borrowing capacity from $1.5 billion to $2.5 billion and to extend the term from July 31, 2029 to October 30, 2031.
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The following table summarizes MPLX debt issuances during the nine months ended September 30, 2026, all of which were issued in an underwritten public offering:
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Feb 26, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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