AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Dedicated acreage, gathering infrastructure and partial volume commitments support localized switching friction. Highly competitive downstream markets and absent comparative cost evidence limit the company-wide advantage.
durability · 2/4 · Existing dedications, commitments and noncancelable lease receipts support persistence, but missing expiration and termination terms prevent a strong durability finding.
customer dependency · 2/4 · Dedicated acreage and partial minimum volume commitments demonstrate dependency in a portion of Midstream. Location and connectivity matter, but alternative services compete on price and access; dependency across refining customers is unproven.
erosion resilience · 2/4 · First-half Midstream adjusted EBITDA remained broadly stable year over year, supporting some operating resilience. Commodity exposure, competing infrastructure and the actual pipeline access interruption limit the conclusion; one favorable refining period cannot establish cycle-wide resilience.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Second-quarter 2026 product prices and realized refining margins increased. The issuer attributes the improvement to stable demand and supply disruptions, while its pricing strategy follows market supply and demand. Observed pricing is favorable, but discretionary pricing power is weakly established.
retention · 2/4 · Partial producer volume commitments, acreage dedications and noncancelable lease receipts support repeat demand indirectly. Operating rental income increased across 2023–2025, but this is not a measured renewal rate and does not establish retention throughout MPC.
margin resilience · 2/4 · Midstream adjusted EBITDA was broadly stable in the first half of 2026, while refining and renewable diesel improved substantially. These results provide mixed evidence of resilience because refining benefited from external supply disruptions and Midstream retains commodity and third-party cost exposure. Segment EBITDA is an indirect indicator rather than a complete margin series.
contractual freedom · 1/4 · Refining pricing follows market movements, certain pipeline rates are regulated, and Midstream competes on fees and service scope. Volume commitments provide some protection of demand but do not demonstrate freedom to raise prices or reset terms.
Predictability67
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 25.00
- Revenue growth volatility (pp)
- 25.08
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.33
Financial strength34
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 15.76
- netDebtEbitGrade
- 29.55
- interestCoverageGrade
- 49.98
- currentRatioGrade
- 40.74
- Debt / FCF (x)
- 6.90
- Net debt / operating income (x)
- 3.52
- Interest coverage (x)
- 6.50
- Current ratio (x)
- 1.26
Capital allocation94
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 19.17
- 3-year average dilution (%)
- -15.75
- 3-year average SBC / revenue (%)
- 0.12
- cashConversionGrade
- 100.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half 2026 operating cash flow of $11.448 billion covered $2.099 billion of property additions and $3.283 billion of repurchases while cash increased and total debt was broadly unchanged. Working-capital movements contributed materially to cash generation. The debt-financed $2.4 billion Northwind purchase and higher growth spending lack demonstrated investment returns in these passages, making discipline mixed rather than proven exceptional.
incentive alignment · 3/4 · Actual compensation arrangements link substantial awards to stock performance and multiyear metrics. The committee certified historical PSU results and payouts, demonstrating implementation rather than a proposal. Adopted anti-hedging, pledging and clawback policies strengthen alignment, although complete ownership holdings and all payout safeguards are unavailable.
execution · 2/4 · The completed acquisition, existing treating capacity and positive segment results demonstrate operating execution indirectly. Much of refining's improvement reflects market conditions, and planned capacity growth is not verified as completed. Acquisition returns and sustained project delivery remain unestablished.
governance · 2/4 · Disclosed board and committee independence, shareholder rights and compensation safeguards are substantive positives. A classified board remained described in the later quarterly filing; proposed declassification is not credited as adopted. Management reported effective internal controls with an acquisition exclusion, supporting a qualified rather than exceptional assessment.
Evidence
Northwind Midstream consists of over 200,000 dedicated acres, more than 200 miles of gathering pipelines, two in-service acid gas injection wells at 20 MMcf/d and a third permitted well that will bring its total capacity to 37 MMcf/d.
Note 4 / Northwind Midstream infrastructure and dedicated acreage · Filed 04/08/2026
The system is partially supported by minimum volume commitments by regional producers.
Note 4 / Northwind Midstream minimum volume commitments · Filed 04/08/2026
Northwind Midstream provides sour gas gathering and treating services in Lea County, New Mexico, which enhances MPLX’s Permian natural gas and NGL value chain.
Note 4 / Northwind Midstream services and location · Filed 04/08/2026
Competition for natural gas supplies is based primarily on the location of gas gathering systems and gas processing plants, operating efficiency and reliability, residue gas and NGL market connectivity, the ability to obtain a satisfactory price for products recovered and the fees charged for the services supplied to the customer.
Business / Midstream competitive factors · Filed 26/02/2026
Competition for oil supplies is based primarily on the price and scope of services, location of gathering/transportation and storage facilities and connectivity to the best priced markets.
Business / oil gathering and transportation competition · Filed 26/02/2026
To the extent that commodity prices influence the level of natural gas drilling by our producer customers, such prices also affect profitability.
MD&A / commodity prices and producer drilling · Filed 04/08/2026
After subsequent appeal proceedings and in compliance with a new order issued by the BIA, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue.
Other Legal Proceedings / pipeline cessation and assessed damages · Filed 26/02/2026
In addition, certain of our Midstream operations are subject to rate regulation, which affects the rates that our common carrier pipelines can charge for transportation services and the return we obtain from such pipelines.
Business / Midstream pipeline rate regulation · Filed 26/02/2026
Competition, Market Conditions and Seasonality The downstream petroleum business is highly competitive, particularly with regard to accessing crude oil and other feedstock supply and the marketing of refined products.
Business / downstream competition · Filed 26/02/2026
Commodity Price Risk Refining & Marketing Our strategy is to obtain competitive prices for our products and allow operating results to reflect market price movements dictated by supply and demand.
Commodity Price Risk / Refining & Marketing pricing strategy · Filed 26/02/2026
EXECUTIVE SUMMARY Business and Economic Environment Update Our Refining & Marketing segment results for the second quarter of 2026 versus the second quarter of 2025 reflect higher realized refining margins supported by stable demand and higher product prices driven by global crude oil supply disruptions as a result of increasing regional conflicts, particularly in the Middle East.
MD&A / second-quarter 2026 realized refining margins and product prices · Filed 04/08/2026
Three Months Ended June 30, Six Months Ended June 30, (Millions of dollars) 2026 2025 2026 2025 Segment adjusted EBITDA for reportable segments Refining & Marketing $ 6,655 $ 1,890 $ 8,032 $ 2,379 Midstream 1,778 1,641 3,376 3,361 Renewable Diesel 258 (19) 296 (61) Total reportable segments $ 8,691 $ 3,512 $ 11,704 $ 5,679 14 Table of Contents Three Months Ended June 30, Six Months Ended June 30, (Millions of dollars) 2026 2025 2026 2025 Reconciliation of segment adjusted EBITDA for reportable segments to income before income taxes Total reportable segments $ 8,691 $ 3,512 $ 11,704 $ 5,679 Corporate (231) (226) (481) (418) Refining & Renewable Diesel planned turnaround costs (276) (275) (807) (740) Renewable Diesel JV planned turnaround costs(a) (1) (2) (30) (10) Depreciation and amortization (838) (789) (1,647) (1,582) Renewable Diesel JV depreciation and amortization(a) (23) (23) (45) (45) Clean fuel production tax credit(b) — — 32 — Net interest and other financial costs (340) (319) (710) (623) Income before income taxes $ 6,982 $ 1,878 $ 8,016 $ 2,261 (a) Represents MPC’s pro-rata share of expenses from joint ventures included in the Renewable Diesel segment.
Note 9 / comparative segment adjusted EBITDA and reconciliation · Filed 04/08/2026
Lease revenues were as follows: (Millions of dollars) 2025 2024 2023 Operating leases: Rental income $ 268 $ 260 $ 243 Sales-type leases: Interest income (Sales-type rental revenue-fixed minimum) 113 114 114 Interest income (Revenue from variable lease payments) 38 22 22 Sales-type lease revenue $ 151 $ 136 $ 136 The following is a schedule of minimum future rentals on the non-cancelable operating leases as of December 31, 2025: (Millions of dollars) 2026 $ 111 2027 86 2028 78 2029 77 2030 63 2031 and thereafter 191 Total minimum future rentals $ 606 Annual minimum undiscounted lease payment receipts under our sales-type leases were as follows as of December 31, 2025: (Millions of dollars) 2026 $ 181 2027 163 2028 154 2029 146 2030 138 2031 and thereafter 903 Total minimum future rentals 1,685 Less: imputed interest 691 Lease receivables(a) $ 994 Current lease receivables(b) $ 108 Long-term lease receivables(c) 886 Unguaranteed residual assets 117 Total sales-type lease assets $ 1,111 (a) This amount does not include the unguaranteed residual assets.
Lease disclosures / rental revenue and noncancelable future receipts · Filed 26/02/2026
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.
MD&A / Midstream commodity and third-party cost exposure · Filed 04/08/2026
5 Table of Contents Marathon Petroleum Corporation Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, (Millions of dollars) 2026 2025 Operating activities: Net income $ 6,389 $ 1,956 Adjustments to reconcile net income to net cash provided by operating activities Amortization of deferred financing costs and debt discount 19 21 Depreciation and amortization 1,647 1,582 Pension and other postretirement benefits, net 108 67 Deferred income taxes (27) (58) Net (gain) loss on disposal of assets 2 (6) Income from equity method investments (432) (442) Distributions from equity method investments 522 555 Changes in derivative assets and liabilities 876 (54) Changes in: Current receivables (5,394) 61 Inventories 156 (538) Current liabilities and other current assets 7,552 (515) Right of use assets and operating lease liabilities, net — 6 All other, net 30 (60) Net cash provided by operating activities 11,448 2,575 Investing activities: Additions to property, plant and equipment (2,099) (1,358) Acquisitions, net of cash acquired 14 (237) Disposal of assets 8 18 Investments – acquisitions and contributions (507) (488) Investments – redemptions, repayments, return of capital and sales proceeds — 60 All other, net 143 108 Net cash used in investing activities (2,441) (1,897) Financing activities: Commercial paper – issued 3,864 5,055 Commercial paper – repayments (3,864) (4,845) Long-term debt – borrowings 1,489 5,932 Long-term debt – repayments (1,564) (4,975) Debt issuance costs (31) (38) Issuance of common stock 2 23 Common stock repurchased (3,283) (1,837) Dividends paid (585) (564) Distributions to noncontrolling interests (813) (738) Repurchases of noncontrolling interests (100) (200) All other, net (27) (28) Net cash used in financing activities (4,912) (2,215) Net change in cash, cash equivalents and restricted cash 4,095 (1,537) Cash, cash equivalents and restricted cash at beginning of period(a) 3,673 3,211 Cash, cash equivalents and restricted cash at end of period(a) $ 7,768 $ 1,674 (a) Restricted cash is included in other current assets on our Consolidated Balance Sheets.
Consolidated Statements of Cash Flows / first-half 2026 and 2025 · Filed 04/08/2026
20 Table of Contents 16. Debt Our outstanding borrowings at June 30, 2026 and December 31, 2025 consisted of the following: (Millions of dollars) June 30, 2026 December 31, 2025 MPC: Senior notes $ 6,449 $ 6,449 MARAD debt 154 161 Finance lease obligations 647 689 Total 7,250 7,299 MPLX: Senior notes 26,000 26,000 Finance lease obligations 5 6 Total 26,005 26,006 Total debt 33,255 33,305 Unamortized debt issuance costs (210) (204) Unamortized discount, net of unamortized premium (229) (225) Amounts due within one year (2,120) (2,371) Total long-term debt due after one year $ 30,696 $ 30,505 MPLX Senior Notes 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.
Note 16 / outstanding debt and refinancing · Filed 04/08/2026
Acquisitions and Other Transactions Northwind Midstream Acquisition On August 29, 2025, MPLX completed the acquisition of 100 percent of the outstanding membership interests of Northwind Delaware Holdings LLC (“Northwind Midstream”) for $2.4 billion in cash (the “Northwind Midstream Acquisition”).
Note 4 / completed Northwind Midstream acquisition · Filed 04/08/2026
The Northwind Midstream Acquisition was financed with a portion of the net proceeds from MPLX's $4.5 billion senior notes issuance in August 2025.
Note 4 / Northwind Midstream acquisition financing · Filed 04/08/2026
As a result, MPLX increased its 2026 growth capital spending outlook by $500 million to $2.9 billion, primarily reflecting the accelerated execution of the expansion of Gulf Coast fractionation and export facilities to meet global demand for U.S.
MD&A / revised MPLX growth capital outlook · Filed 04/08/2026
FIXED COMPENSATION VARIABLE, PERFORMANCE-BASED COMPENSATION Base Salary ACB Program LTI Awards Ê v Provides a minimum base level of compensation to attract and retain key employees v Based on compensation reference group and executive compensation survey data, individual skills and performance, and our succession needs v Reviewed at least annually and revised as appropriate v Motivates achievement of our business strategy and desired culture, balancing short-term and long-term interests of MPC and its employees, shareholders and stakeholders v Determined based on Company performance measured against rigorous, pre-established metrics and commitments designed to support the creation of shareholder value over time v Reviewed at least annually and revised as appropriate v Promote achievement of our business strategy and desired culture by linking compensation directly to long- term Company and stock performance v Metrics tied to shareholder value creation and financial performance strengthen alignment between our NEOs’ interests and our shareholders’ interests v Aid in retention v Reviewed at least annually and revised as appropriate 60% MPC PSUs Value depends on MPC stock performance at vesting and metric achievement over 36 months 20% MPC RSUs Value depends on MPC stock performance at vesting over a three-year period 20% MPLX Phantom Units Value depends on MPLX common unit performance at vesting over a three-year period For our NEOs to earn and sustain competitive compensation, we must meet our strategic objectives, perform well relative to our peers and deliver value to our shareholders and stakeholders.
Executive Compensation / 2025 compensation structure · Filed 16/03/2026
(2022 FCF ÷ 2022 WASO*) + (2023 FCF ÷ 2023 WASO*) + (2024 FCF ÷ 2024 WASO*) 52 Marathon Petroleum Corporation Proxy Summary Corporate Governance Sustainability at MPC Audit Matters Executive Compensation Board Proposals Other Information 2023 PSUs Performance and Payout In January 2026, the Compensation and Organization Development Committee certified the final performance for the 2023 PSUs as follows: 2023 PSUs Actual PSU TSR Position Relative to Peer Group Performance Percentile Payout Percentage January 1, 2023 - December 31, 2025 67.15% 3rd of 13 83.33rd 166.67 Each NEO’s 2023 PSU target award was multiplied by: (i) the Payout Percentage shown in the table above and (ii) MPC’s average closing share price for the trading days in the final 30 calendar days of the performance period, resulting in the following payouts: Name MPC 2023 PSU Target Award ($) MPC 2023 PSU Target Award* (#) Payout Percentage (%) Performance- Adjusted PSUs (#) MPC Average Closing Share Price ($) Payout ($) Mannen 2,700,000 21,762 166.67 36,271 177.68 6,444,631 Hennigan 8,040,000 64,802 166.67 108,006 177.68 19,190,506 Quaid 900,000 7,254 166.67 12,091 177.68 2,148,329 Hessling 600,000 4,836 166.67 8,061 177.68 1,432,278 Benson 480,000 3,869 166.67 6,449 177.68 1,145,858 Aydt 1,440,000 11,606 166.67 19,344 177.68 3,437,042 *Calculated as the target award value divided by MPC’s average closing share price ($124.07) for the trading days in the 30 calendar days immediately prior to the grant date (March 1, 2023).
Executive Compensation / certified 2023 PSU performance and payouts · Filed 16/03/2026
•We maintain an insider trading policy, anti-hedging and pledging policies and a clawback policy.
Compensation Governance / adopted trading and clawback policies · Filed 16/03/2026
Our key corporate governance practices include: Board Independence and Leadership •10 of 11 directors are independent •Experienced, independent Lead Director reinforces effective independent leadership on the Board •Four fully independent standing Board committees •Independent directors meet regularly in executive session without management present Shareholder Rights and Engagement •Shareholder right to call a special meeting of shareholders •Shareholder “proxy access” right to submit director nominations for inclusion in our proxy statement •Robust year-round shareholder engagement program Accountability •Majority voting standard for uncontested director elections •Annual Board and committee self-evaluations, and individual evaluations of nominees for reelection •Demonstrated commitment to Board refreshment •Directors not elected by a majority of votes cast are subject to the Board’s resignation policy •Annual evaluation of CEO performance and compensation by independent directors Board Best Practices •Business strategy and risk oversight by the full Board and its committees •CEO and executive leadership succession planning by the full Board •Board and committee oversight of sustainability, safety and public policy matters •Significant stock ownership requirements for non-employee directors •Limits on directors’ outside commitments Commitment to Governance Enhancement We believe good governance is critical to achieving long-term shareholder value.
Governance Highlights / board independence and shareholder rights · Filed 16/03/2026
The death of Mr. Alkhayyal resulted in an imbalance among the director classes of the Board under the Company’s classified board structure.
Other Information / continuing classified board structure · Filed 04/08/2026
Approve an Amendment to the Certificate of Incorporation to Declassify the Board of Directors The Board of Directors recommends you vote FOR this proposal to amend our Restated Certificate of Incorporation to phase out the classified Board so that the Board is fully declassified by the 2029 annual meeting.
Board Proposals / proposed phased board declassification · Filed 16/03/2026
Based on the results of this evaluation, MPC’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.
Controls and Procedures / management internal-control conclusion · Filed 26/02/2026
Consistent with this guidance, management’s assessment of the effectiveness of MPC’s internal control over financial reporting as of December 31, 2025, excluded the internal controls of Northwind Midstream, which was acquired in a business combination on August 29, 2025.
Controls and Procedures / Northwind acquisition exclusion · Filed 26/02/2026
At the time of acquisition, the system had 150 MMcf/d of sour gas treating capacity, with in-process expansion projects expected to increase capacity to over 400 MMcf/d by the second half of 2026.
Note 4 / acquired treating capacity and planned expansion · Filed 04/08/2026
