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What changed in MPLX LP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of MPLX LP's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+477 added−459 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-28)

Top changes in MPLX LP's 2024 10-K

477 paragraphs added · 459 removed · 371 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

110 edited+16 added−15 removed147 unchanged
Biggest changeRECENT DEVELOPMENTS • On January 24, 2024, we announced the board of directors of our general partner declared a distribution of $0.85 per common unit that was paid on February 14, 2024 to common unitholders of record on February 5, 2024.
Biggest changeFinancial Statements and Supplementary Data – Note 10. 4 Table of Contents RECENT DEVELOPMENTS • On January 22, 2025, we announced that the board of directors of our general partner declared a distribution of $0.9565 per common unit that was paid on February 14, 2025 to common unitholders of record on February 3, 2025. • We announced the expansion of MPLX’s Permian to Gulf Coast integrated value chain, with projects to construct a Gulf Coast fractionation complex consisting of two,150 mbpd fractionation facilities adjacent to MPC’s Galveston Bay refinery.
Safety Matters We are subject to oversight pursuant to the federal Occupational Safety and Health Act, as amended (“OSH Act”), as amended, as well as comparable state statutes that regulate the protection of the health and safety of workers.
Safety Matters We are subject to oversight pursuant to the federal Occupational Safety and Health Act, as amended (“OSH Act”), as well as comparable state statutes that regulate the protection of the health and safety of workers.
The Secretary of Homeland Security is vested with the authority and discretion to waive the Jones Act to such extent and upon such terms as the Secretary may prescribe whenever the Secretary deems that such action is necessary in the interest of national defense.
The Secretary of Homeland Security is vested with the authority and discretion to waive the Jones Act to such extent and upon such terms as the Secretary may prescribe whenever the Secretary of Homeland Security deems that such action is necessary in the interest of national defense.
MPLX’s contract mix and exposure to natural gas and NGL prices may change as a result of changes in producer preferences, MPLX expansion in regions where some types of contracts are more common and other market factors, including current market and financial conditions which have increased the risk of volatility in oil, natural gas and NGL prices.
MPLX’s contract mix and exposure to natural gas and NGL prices may change as a result of changes in producer preferences, MPLX expansion in regions where some types of contracts are more common and other market factors, including current market and financial conditions which have increased the risk of volatility in crude oil, natural gas and NGL prices.
In addition, MPC encourages employees to refresh and recharge by providing competitive vacation programs and paid parental leave benefits for birth mothers and nonbirth parents. Further, MPC awards a significant number of college and trade school scholarships to the high school senior children of employees through the Marathon Petroleum Scholars Program.
In addition, MPC encourages employees to refresh and recharge by providing competitive vacation programs and paid parental leave benefits for birth mothers and nonbirth parents. Further, MPC awards a significant number of college and trade school scholarships to the high school senior children of its employees through the Marathon Petroleum Scholars Program.
We also have several facilities that are subject to the United States Coast Guard’s Maritime Transportation Security Act, and a number of other facilities that are subject to the Transportation Security Administration’s Pipeline Security Guidelines and are designated as “Critical Facilities.” We have an internal inspection program designed to monitor and ensure compliance with all of these requirements.
Security We have several facilities that are subject to the United States Coast Guard’s Maritime Transportation Security Act, and a number of other facilities that are subject to the Transportation Security Administration’s Pipeline Security Guidelines and are designated as “Critical Facilities.” We have an internal inspection program designed to monitor and ensure compliance with all of these requirements.
Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, oil and natural gas produced by our exploration and production customers that, in turn, could reduce the demand for our services and thus adversely affect our cash available for distribution to our unitholders.
Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, crude oil and natural gas produced by our exploration and production customers that, in turn, could reduce the demand for our services and thus adversely affect our cash available for distribution to our unitholders.
The pricing structure under this agreement provides for a base volume subject to a base rate and incremental volumes subject to variable rates, which are calculated with reference to certain of our costs incurred as processor of the volumes. The pricing for both the base and incremental volumes are subject to revision each year.
The pricing structure under this agreement provides for a base volume subject to a base rate and incremental volumes subject to variable rates, which are calculated with reference to certain of our costs incurred as processor of the volumes. The pricing for both the base and incremental volumes is subject to revision each year.
Such environmental laws and regulations may affect many aspects of our present and future operations, including for example, requiring the acquisition of permits or other approvals to conduct regulated activities that may impose burdensome conditions or potentially cause delays, restricting the manner in which we handle or dispose of our wastes, limiting or prohibiting construction or other activities in environmentally sensitive areas such as wetlands or areas inhabited by threatened or endangered species, requiring us to incur capital costs to construct, maintain and/or upgrade processes, equipment and/or facilities, restricting the locations in which we may construct our compressor stations and other facilities and/or requiring the relocation of existing stations and facilities, and requiring remedial actions to mitigate any pollution that might be caused by our operations or attributable to former operations.
Such environmental laws and regulations may affect many aspects of our present and future operations, including for example, requiring the acquisition of permits or other approvals to conduct regulated activities that may impose burdensome conditions or potentially cause delays, restricting the manner in which we handle or dispose of our wastes, limiting or prohibiting construction or other activities in environmentally sensitive areas such as wetlands or areas inhabited by threatened or endangered species, requiring us to incur capital costs to construct, maintain and/or upgrade processes, equipment and/or facilities, restricting the locations in which we may construct our compressor stations and other facilities and/or requiring the relocation of existing stations and facilities, and requiring remedial actions to mitigate any pollution that might be caused by our 13 Table of Contents operations or attributable to former operations.
If MPC’s customers reduced their purchases of refined products from MPC due to increased availability of less expensive refined product from other suppliers or for other reasons, MPC may only receive or deliver the minimum volumes through our terminals (or pay the shortfall payment if it does not deliver the minimum volumes), which could decrease our revenues.
If MPC’s customers reduce their purchases of refined products from MPC due to increased availability of less expensive refined product from other suppliers or for other reasons, MPC may only receive or deliver the minimum volumes through our terminals (or pay the shortfall payment if it does not deliver the minimum volumes), which could decrease our revenues.
For example, the Secretary has waived the Jones Act for limited periods of time and in limited areas following the occurrence of certain natural disasters such as hurricanes. Waivers of the Jones Act can result in increased competition from foreign tank vessel operators, which could negatively impact our marine transportation business.
For example, the Secretary of Homeland Security has waived the Jones Act for limited periods of time and in limited areas following the occurrence of certain natural disasters such as hurricanes. Waivers of the Jones Act can result in increased competition from foreign tank vessel operators, which could negatively impact our marine transportation business.
Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact our business, any such future laws and regulations could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emission allowances or comply 16 Table of Contents with new regulatory or reporting requirements including the imposition of a carbon tax.
Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact our business, any such future laws and regulations could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emission allowances or comply with new regulatory or reporting requirements including the imposition of a carbon tax.
However, we may be required to incur capital expenditures in the future for installation of air pollution control equipment and encounter construction or operational delays while applying for, or awaiting the review, processing and issuance of new or amended permits, and we may be required to modify certain of our operations which could increase our operating costs.
However, we have incurred capital expenditures and may continue to incur capital expenditures in the future for installation of air pollution control equipment and encounter construction or operational delays while applying for, or awaiting the review, processing and issuance of new or amended permits, and we may be required to modify certain of our operations which could increase our operating costs.
In February 2024, EPA released a final rule to lower the primary fine particulate matter annual standard from its current level of 12.0 µg/m3 to 9.0 µg/m3.
In February 2024, EPA released a final rule to lower the primary (health-based) fine particulate matter annual standard from its current level of 12.0 µg/m3 to 9.0 µg/m3.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after the reports are filed or furnished with the SEC, or on the SEC’s website at www.sec.gov .
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after the reports are filed or furnished with the SEC, or on the SEC’s website.
We generate revenue in the L&S segment primarily by charging tariffs for gathering and transporting crude oil, refined products, other hydrocarbon-based products and renewables through our pipelines and at our barge docks delivering to domestic and international destinations, and fees for storing crude oil, refined products and renewables at our storage facilities.
We generate revenue in the Crude Oil and Products Logistics segment primarily by charging tariffs for gathering and transporting crude oil, refined products, other hydrocarbon-based products and renewables through our pipelines and at our barge docks delivering to domestic and international destinations, and fees for storing crude oil, refined products and renewables at our storage facilities.
Our strategic gathering and processing agreements with key producers enhances our competitive position to participate in the further development of our resource plays. The strategic 10 Table of Contents location of our assets, including those connected to MPC, and the long-term nature of many of our contracts also provide a significant competitive advantage.
Our strategic gathering and processing agreements with key producers enhances our competitive position to participate in the further development of our resource plays. The strategic location of our assets, including those connected to MPC, and the long-term nature of many of our contracts also provide a significant competitive advantage.
At the initial stages of the midstream value chain, our network of pipelines known as gathering systems directly connect to wellheads in the production area. Our gathering systems then transport raw, or untreated, natural gas to a central location for treating and processing. 6 Table of Contents • Processing.
At the initial stages of the midstream value chain, our network of pipelines known, as gathering systems, directly connect to wellheads in the production area. Our gathering systems then transport raw, or untreated, natural gas to a central location for treating and processing. • Processing.
Processing aids in allowing the residue gas remaining after extraction of NGLs to meet the quality specifications for long-haul pipeline transportation and commercial use. • Fractionation. Fractionation is the further separation of the mixture of extracted NGLs into individual components for end-use sale.
Processing aids in allowing the residue gas remaining after extraction of NGLs to meet the quality specifications for long-haul pipeline transportation and commercial use. 6 Table of Contents • Fractionation. Fractionation is the further separation of the mixture of extracted NGLs into individual components for end-use sale.
Empowering people and prioritizing accountability are also key components for developing a high-performing culture, which is critical to achieving MPC’s strategic vision. Employee Profile As of December 31, 2023, our general partner and its affiliates, had approximately 5,810 full-time employees that provide services to us under our employee services agreements.
Empowering people and prioritizing accountability are also key components for developing a high-performing culture, which is critical to achieving MPC’s strategic vision. Employee Profile As of December 31, 2024, our general partner and its affiliates had approximately 5,560 full-time employees that provide services to us under our employee services agreements.
The MPC policies are subject to shared deductibles. SEASONALITY The volume of crude oil and refined products transported and stored utilizing our assets is affected by the level of supply and demand for crude oil and refined products in the markets served directly or indirectly by our assets.
The MPC policies are subject to a shared retention. SEASONALITY The volume of crude oil and refined products transported and stored utilizing our assets is affected by the level of supply and demand for crude oil and refined products in the markets served directly or indirectly by our assets.
We have executed numerous long-term, fee-based agreements with minimum volume commitments with MPC which provide us with a stable and predictable revenue stream and source of cash flows. As of December 31, 2023, MPC owned our general partner and approximately 65 percent of our outstanding common units.
We have executed numerous long-term, fee-based agreements with minimum volume commitments with MPC which provide us with a stable and predictable revenue stream and source of cash flows. As of December 31, 2024, MPC owned our general partner and approximately 64 percent of our outstanding common units.
MPC retains a significant interest in us through its non-economic ownership of our general partner and held approximately 65 percent of the outstanding common units of MPLX as of December 31, 2023. Given MPC’s significant interest in us, we believe MPC will promote and support the successful execution of our business strategies.
MPC retains a significant interest in us through its non-economic ownership of our general partner and held approximately 64 percent of the outstanding common units of MPLX as of December 31, 2024. Given MPC’s significant interest in us, we believe MPC will promote and support the successful execution of our business strategies.
The hydrocarbon market is often volatile and the ability to take advantage of fast-moving market conditions is enhanced by the ability to store crude oil, refined products, other hydrocarbon-based products, and renewables at tank farms, caverns, and tanks at refineries and terminals.
The hydrocarbon market is often volatile and the ability to take advantage of fast-moving market conditions is enhanced by the ability to store crude oil, refined products, other hydrocarbon-based products and renewables at tank farms and caverns.
The requirements that our vessels be United States built and manned by United States citizens, the crewing requirements and material requirements of the USCG, and the application of United States labor and tax laws increases the cost of United States flag vessels when compared with comparable foreign flag vessels.
The requirements that our vessels be 17 Table of Contents United States built and manned by United States citizens, the crewing requirements and material requirements of the USCG, and the application of United States labor and tax laws increases the cost of United States flag vessels when compared with comparable foreign flag vessels.
Our G&P competitors include: • natural gas midstream providers, of varying financial resources and experience, that gather, transport, process, fractionate, store and market natural gas and NGLs; • major integrated oil companies and refineries; • independent exploration and production companies; • interstate and intrastate pipelines; and • other marine and land-based transporters of natural gas and NGLs.
Our Natural Gas and NGL Services competitors include: • natural gas midstream providers, of varying financial resources and experience, that gather, transport, process, fractionate, store and market natural gas and NGLs; • major integrated oil companies and refineries; • independent exploration and production companies; • interstate and intrastate pipelines; and • other marine and land-based transporters of natural gas and NGLs.
We have implemented emergency oil response plans for all of our components and facilities covered by OPA-90 and we have established Spill Prevention, Control and Countermeasures plans for all facilities subject to such requirements.
We have implemented emergency oil response plans for all of our components and facilities covered by OPA-90 and we have established Spill Prevention, Control and Countermeasures 14 Table of Contents plans for all facilities subject to such requirements.
In the absence of federal climate legislation in the United States, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs.
In the absence of federal climate legislation in the United States, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs.
We are generally reimbursed for all direct and indirect costs associated with operating the assets and providing such operational services. These agreements vary in length and automatically renew with most agreements being indexed for inflation. Pipeline Operating Agreements with Third Parties We maintain and operate six pipelines in which either MPC or MPLX has a joint interest.
We are generally reimbursed for all direct and indirect costs associated with operating the assets and providing such operational services. These agreements vary in length and automatically renew with most agreements being indexed for inflation. Other Pipeline Operating Agreements We maintain and operate five pipelines in which either MPC or MPLX has a joint interest.
Terminals provide for the receipt, storage, blending, additization, handling and redelivery of refined products via pipeline, rail, marine and over-the-road modes of transportation. This network of logistics infrastructure also allows for export opportunities by connecting supply to global demand markets.
Terminals provide for the receipt, storage, blending, additization, handling and redelivery of refined products via pipeline, rail, marine and truck transportation. This network of logistics infrastructure also allows for export opportunities by connecting supply to global demand markets.
The emission rates apply to vessels unloading at terminals at the Port of Long Beach and the Port of Los Angeles beginning January 1, 2025, and at all other terminals beginning January 1, 2027. The amended regulation has been challenged in court and could impact the compliance timeline.
The emission rates apply to vessels unloading at terminals at the Port of Long Beach and the Port of Los Angeles beginning January 1, 2025, and at all other terminals beginning January 1, 2027. The amended regulation has been challenged in court.
In our G&P segment, we face competition for natural gas gathering and in obtaining natural gas supplies for our processing and related services; in obtaining unprocessed NGLs for transportation and fractionation; and in marketing our products and services.
In our Natural Gas and NGL Services segment, we face competition for natural gas gathering and in obtaining natural gas supplies for our processing and related services; in obtaining unprocessed NGLs for transportation and fractionation; and in marketing our products and services.
We cannot currently predict the impact of potential statutes or regulations on our remediation costs. 14 Table of Contents Hazardous and Solid Wastes We may incur liability under RCRA, and comparable or more stringent state statutes, which impose requirements relating to the handling and disposal of non-hazardous and hazardous wastes.
We cannot currently predict the impact of these regulations on our remediation costs. Solid and Hazardous Wastes We may incur liability under RCRA, and comparable or more stringent state statutes, which impose requirements relating to the handling and disposal of non-hazardous and hazardous wastes.
Pipeline Regulations Liquids Pipelines Some of our existing pipelines are considered interstate common carrier pipelines subject to regulation by the Federal Energy Regulatory Commission (“FERC”) under the ICA, Energy Policy Act of 1992 (“EPAct 1992”) and the rules and regulations promulgated under those laws.
Pipeline Regulations Liquids Pipelines Some of our existing pipelines are considered interstate common carrier pipelines subject to regulation by the FERC under the ICA, Energy Policy Act of 1992 (“EPAct 1992”) and the rules and regulations promulgated under those laws.
G&P: The midstream natural gas industry is the link between the exploration for, and production of, natural gas and the delivery of its hydrocarbon components to end-use markets, as graphically depicted and further described below: • Gathering. The natural gas production process begins with the drilling of wells into gas-bearing rock formations.
Natural Gas and NGL Services: The midstream natural gas industry is the link between the exploration for, and production of, natural gas and the delivery of its hydrocarbon components to end-use markets, as graphically depicted in blue and further described below: • Gathering. The natural gas production process begins with the drilling of wells into gas-bearing rock formations.
These assets consist of a network of 15,361 miles of wholly and jointly-owned common carrier pipelines and associated storage assets, refining logistics assets at 13 refineries, 88 terminals including one export terminal, storage caverns, tank farm assets including rail and truck racks, an inland marine business and a fuels distribution business.
These assets consist of a network of 14,766 miles of wholly and jointly-owned pipelines and associated storage assets, refining logistics assets at 13 refineries, 88 terminals including rail and truck racks, one export terminal, storage caverns, tank farm assets, an inland marine business and a fuels distribution business.
For information related to our L&S assets, please see Item 2. Properties - Logistics and Storage. Our L&S assets are integral to the success of MPC’s operations. We continue to evaluate projects and opportunities that will further enhance our existing operations and provide valuable services to MPC and third parties.
For information related to our Crude Oil and Products Logistics assets, please see Item 2. Properties - Crude Oil and Products Logistics. Our Crude Oil and Products Logistics assets are integral to the success of MPC’s operations. We continue to evaluate projects and opportunities that will further enhance our existing operations and provide valuable services to MPC and third parties.
We are also the operator of additional crude oil and refined product pipelines either owned by MPC, or in which MPLX or MPC has an ownership interest, for which we are paid operating fees. For the year ended December 31, 2023, approximately 87 percent of L&S segment revenues and other income was generated from MPC.
We are also the operator of additional crude oil and refined product pipelines either owned by MPC, or in which MPLX or MPC has an ownership interest, for which we are paid operating fees. For the year ended December 31, 2024, approximately 88 percent of Crude Oil and Products Logistics segment revenues and other income was generated from MPC.
COMPETITION Within our L&S segment, our competition primarily comes from independent terminal and pipeline companies, integrated petroleum companies, refining and marketing companies, distribution companies with marketing and trading arms and from other wholesale petroleum products distributors.
COMPETITION Within our Crude Oil and Products Logistics segment, our competition primarily comes from independent terminal and pipeline companies, integrated petroleum companies, refining and marketing companies, distribution companies with marketing and trading arms and from other wholesale petroleum products distributors.
The majority of our vessels are subject to inspection by the USCG and carry certificates of inspection. The crews employed aboard the vessels are licensed or certified by the USCG. We are required by various governmental agencies to obtain licenses, certificates and permits for our vessels.
The crews employed aboard the vessels are licensed or certified by the USCG. We are required by various governmental agencies to obtain licenses, certificates and permits for our vessels.
Lowering of the NAAQS and subsequent designation as a nonattainment area could result in increased costs associated with, or result in cancellation or delay of, capital projects at our or our customers’ facilities, or could require emission reductions that could result in increased costs to us or our customers.
Lowering of the National Ambient Air Quality Standards (“NAAQS”) and subsequent designation as a nonattainment area could result in increased costs associated with, or result in cancellation or delay of, capital projects at our or our customers’ facilities, or could require emission reductions that could result in increased costs to us or our customers.
Grow Stable Cash Flows While Maintaining Strict Capital Discipline : We are focused on growing our fee-based services through long-term contracts, which provide through-cycle cash flow stability. We also challenge ourselves to be disciplined in our capital spending as we look to effectively deploy capital to grow our business and its cash flows.
Commitment to Durable Cash Flow Growth We are focused on growing our fee-based services through long-term contracts, which provide through-cycle cash flow stability. We also challenge ourselves to be disciplined in our capital spending as we look to effectively deploy capital to grow our business and its cash flows.
Congress may also take further action to regulate PFAS. We cannot currently predict the impact of potential statutes or regulations on our operations. In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS.
We cannot currently predict the impact of potential statutes or regulations on our operations. In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS.
Congress has from time to time considered legislation to reduce emissions of GHGs, and it is possible that such legislation could be enacted in the future.
Congress has from time to time considered legislation to regulate GHG emissions, and it is possible that such legislation could be enacted in the future.
We are also subject at regulated facilities to the Occupational Safety and Health Administration’s Process Safety Management and EPA’s Risk Management Program requirements, which are intended to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals.
We are also subject at regulated facilities to the Occupational Safety and Health Administration’s Process Safety Management and EPA’s Risk Management Program requirements, which are intended to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. The application of these regulations can result in increased compliance expenditures.
The map below and Item 2. Properties provide information about our assets as of December 31, 2023: We continue to have a strategic relationship with MPC, which is a large source of our revenues.
For more information on these segments, see Our Operating Segments discussion below. The map below and Item 2. Properties provide information about our assets as of December 31, 2024: We continue to have a strategic relationship with MPC, which is a large source of our revenues.
MPC believes its employees are its greatest asset of strength, and the culture reflects the quality of individuals across its workforce. Its collaborative efforts, which include fostering an inclusive environment, providing broad-based development and mentorship opportunities, recognizing and rewarding accomplishments and offering benefits that support the well-being of its employees and their families, contribute to increased engagement and fulfilling careers.
Its collaborative efforts, which include fostering an inclusive environment, providing broad-based development and mentorship opportunities, recognizing and rewarding accomplishments and offering benefits that support the well-being of its employees and their families, contribute to increased engagement and fulfilling careers.
Together, these components of MPC’s safety management system provide it with a comprehensive approach to managing risks and preventing incidents, illnesses and fatalities. Additionally, MPC’s annual cash bonus program metrics include several employee, process and environmental safety metrics. Talent Management MPC’s People Strategy holistically addresses the dynamic business environment it operates in.
Together, these components of MPC’s safety management system provide it with a comprehensive approach to managing risks and preventing incidents, illnesses and fatalities. Additionally, MPC’s annual cash bonus program includes a broad set of measures tied to safety, environmental stewardship and human capital management. Talent Management MPC’s People Strategy holistically addresses the dynamic business environment it operates in.
The following table sets forth additional information regarding our transportation, storage, terminal, and fuels distribution services agreements with MPC as expected to be in effect throughout 2024: Agreement Initial Term (years) MPC minimum commitment Transportation Services (mbpd): Crude pipelines (1) 4 - 10 1,875 Refined product pipelines (2) 1 - 15 1,549 Marine (3) 5 - 6 N/A Storage Services (mbbls): Tank Farms (4) 2 - 12 131,279 Caverns (5) 10 - 17 3,632 Terminal Services (6) (mbpd) Various 1,995 Fuels Distribution Services (7) (millions of gallons per year) 10 23,449 (1) Commitments are adjusted for crude viscosity.
The following table sets forth additional information regarding our transportation, storage, terminal and fuels distribution services agreements with MPC as expected to be in effect throughout 2025: Agreement Initial Term (years) MPC minimum commitment Transportation Services (mbpd): Crude pipelines (1) 4 - 10 1,904 Refined product pipelines (2) 1 - 15 1,595 Marine (3) 5 - 6 N/A Storage Services (mbbls): Tank Farms (4) 2 - 12 132,649 Caverns (5) 10 - 17 3,632 Terminal Services (6) (mbpd) Various 2,244 Fuels Distribution Services (7) (millions of gallons per year) 10 23,449 (1) Renewal terms include multiple two to five-year terms.
G&P: The G&P segment gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. As of December 31, 2023, gathering and processing assets available to MPLX included approximately 9.7 Bcf/d of gathering capacity, 12.0 Bcf/d of natural gas processing capacity and 829 mbpd of fractionation and de-ethanization capacity.
Natural Gas and NGL Services: The Natural Gas and NGL Services segment gathers, processes and transports natural gas; and transports, fractionates, stores and markets NGLs. As of December 31, 2024, gathering and processing assets available to MPLX included approximately 10.2 Bcf/d of gas gathering capacity, 12.4 Bcf/d of natural gas processing capacity and 829 mbpd of fractionation and de-ethanization capacity.
In 2023, MPC accounted for 50 percent of our total revenues and other income, primarily within our L&S segment, and will continue to be an important source of our revenues and cash flows for the foreseeable future.
In 2024, MPC accounted for 49 percent of our total revenues and other income, primarily within our Crude Oil and Products Logistics segment, and will continue to be an important source of our revenues and cash flows for the foreseeable future.
(7) The contract initiated in February 2018 and includes one additional five-year renewal term. Under transportation services agreements containing minimum volume commitments, if MPC fails to transport its minimum throughput volumes during any period, then MPC will pay us a deficiency payment equal to the volume of the deficiency multiplied by the tariff rate then in effect.
Under transportation services agreements containing minimum volume commitments, if MPC fails to transport its minimum throughput volumes during any period, then MPC will pay us a deficiency payment equal to the volume of the deficiency multiplied by the tariff rate then in effect.
Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as Item 8. Financial Statements and Supplementary Data – Note 10.
Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as Item 8.
Renewal terms include multiple two to five-year terms. (2) Renewal terms include multiple one to five-year terms. (3) MPC has committed to utilize 100 percent of our available capacity of boats and barges. These agreements are each subject to one remaining renewal period of five years.
(2) Renewal terms include multiple one to five-year terms. (3) MPC has committed to utilize 100 percent of our available capacity of boats and barges. These agreements are each subject to one remaining renewal period of five years. (4) Volume shown represents total shell capacity available for MPC’s use and includes refining logistics tanks.
That means strengthening resiliency by lowering carbon intensity and conserving natural resources; innovating for the future by investing in renewables and emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders.
Our approach to sustainability spans the environmental, social and governance dimensions of our business. This means strengthening resiliency by lowering carbon intensity and conserving natural resources; innovating for the future by 3 Table of Contents investing in emerging technologies; and embedding sustainability in decision-making and in how we engage our people and many stakeholders.
Certain competitors, such as major oil and gas and pipeline companies, may have capital resources and contracted supplies of natural gas substantially greater than ours. Smaller local distributors may have a marketing advantage in their immediate service areas.
Certain competitors, such as major oil and gas and pipeline companies, may have capital resources and contracted supplies of natural gas substantially greater than ours.
We believe that our customer focus, demonstrated by our ability to offer an integrated package of services and our flexibility in considering various types of contractual arrangements, allows us to compete more effectively.
Smaller local distributors may have a marketing advantage in their immediate service areas. 10 Table of Contents We believe that our customer focus, demonstrated by our ability to offer an integrated package of services and our flexibility in considering various types of contractual arrangements, allows us to compete more effectively.
For a summary of our gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines see Item 2. Properties - Gathering and Processing.
MPLX also owns or operates approximately 1,045 miles of NGL pipelines. For a summary of our gas processing facilities, fractionation facilities, natural gas gathering systems and NGL and natural gas pipelines see Item 2. Properties - Natural Gas and NGL Services.
EPAct 2005 gives the FERC civil penalty authority to impose penalties for certain violations of up to approximately $1.5 million per day for each violation, subject to FERC’s annual inflation adjustment. FERC also has the authority to order disgorgement of profits from transactions deemed to violate the NGA and EPAct 2005.
EPAct 2005 gives the FERC civil penalty authority to impose penalties for certain violations. FERC also has the authority to order disgorgement of profits from transactions deemed to violate the NGA and EPAct 2005.
Our assets are positioned throughout the United States. The business consists of two segments based on the nature of services it offers: Logistics and Storage (“L&S”) and Gathering and Processing (“G&P”). The L&S segment primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products, and renewables.
Our assets are positioned throughout the United States. The business consists of two segments based on the product-based value chain each supports: Crude Oil and Products Logistics and Natural Gas and NGL Services. The Crude Oil and Products Logistics segment primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products, and renewables.
We also have long-term relationships with a diverse set of producer customers in many crude oil and natural gas resource plays, including the Marcellus Shale, Permian Basin, Utica Shale, STACK Shale and Bakken Shale, among others. MPLX remains guided by its strategic priorities of strict capital discipline, fostering a low-cost culture, and optimizing our asset portfolio.
We also have long-term relationships with a diverse set of producer customers in many crude oil and natural gas resource plays, including the Marcellus Shale, Permian Basin, Utica Shale, STACK Shale and Bakken Shale, among others.
We do not believe that we have any current material liability for cleanup costs under such laws or for third-party claims. On September 6, 2022, EPA issued a notice of proposed rulemaking that would designate Perfluorooctanoic Acid (“PFOA”) and Perfluorooctane Sulfonate (“PFOS”) as hazardous substances under CERCLA Section 102(a).
We do not believe that we have any current material liability for cleanup costs under such laws or for third-party claims. The EPA’s rule designating Perfluorooctanoic Acid (“PFOA”) and Perfluorooctane Sulfonate (“PFOS”) as hazardous substances under CERCLA Section 102(a) became effective on July 8, 2024.
MPC believes each diverse candidate brings a new perspective to its workforce, and it actively seeks candidates with a variety of backgrounds and experience. MPC equips its employees at every level with classroom training, online courses and on the job activities that provide the knowledge and skills necessary to perform their daily job functions safely and successfully.
MPC equips its employees at every level with classroom training, online courses and on the job activities that provide the knowledge and skills necessary to perform their daily job functions safely and successfully.
In our G&P segment, we experience minimal impacts from seasonal fluctuations which impact the demand for natural gas and NGLs and the related commodity prices caused by various factors including variations in weather patterns from year to year. We are able to manage the seasonality impacts through the execution of our marketing strategy.
In our Natural Gas and NGL Services segment, we experience minimal impacts from seasonal fluctuations, which impact the demand for natural gas and NGLs and the related commodity prices caused by various factors including variations in weather patterns from year to year. Overall, our exposure to the seasonality fluctuations is limited due to the nature of our fee-based business.
Part 195); operation and maintenance of pipelines, including inspecting and reburying pipelines in the Gulf of Mexico and its inlets, establishing programs for public awareness and damage prevention, managing the integrity of pipelines in HCAs and managing the operation of pipeline control rooms (Subpart F of 49 C.F.R.
Part 195); operation and maintenance of pipelines, establishing programs for public awareness and damage prevention, managing the integrity of pipelines in HCAs and managing the operation of pipeline control rooms (Subpart F of 49 C.F.R. Part 195); protecting steel pipelines from the adverse effects of internal and external corrosion (Subpart H of 49 C.F.R.
Overall, our exposure to the seasonality fluctuations is limited due to the nature of our fee-based business. REGULATORY MATTERS Our operations are subject to numerous laws and regulations, including those relating to the protection of the environment.
REGULATORY MATTERS Our operations are subject to numerous laws and regulations, including those relating to the protection of the environment.
MPC’s employee networks are fundamental to achieving this goal and connect employees with others who have a shared identity and life experiences. These seven groups use a member and ally model to promote inclusion— Asian, Black, Hispanic, LGBTQ+, Veterans, Women and People with Disabilities.
MPC promotes inclusivity and respect among its employees. It recognizes that when employees feel valued, it shows in their performance. MPC’s employee networks are fundamental to achieving this goal and connect employees with others who have shared experiences. These seven groups use a member and ally model to promote inclusion - Asian, Black, Disability, Hispanic, LGBTQ+, Veterans, and Women.
Additionally, many states are using EPA HALs for PFOS and PFOA and some states are adopting and proposing state-specific drinking water and cleanup standards for various PFAS, including but not limited to PFOS and PFOA. We cannot currently predict the impact of these regulations on our liquidity, financial position, or results of operations.
Additionally, many states are using EPA HALs for PFOS and PFOA and some states are adopting and proposing state-specific drinking water and cleanup standards for various PFAS, including but not limited to PFOS and PFOA.
Commitment to Return Capital to Unitholders: We are committed to generating cash flows in excess of both our capital spending and our distributions, while maintaining a strong balance sheet.
This means lowering our costs in all aspects of our business and challenging ourselves to be disciplined in every dollar we spend across our organization. Commitment to Return Capital to Unitholders We are committed to generating cash flows in excess of both our capital spending and our distributions, while maintaining a strong balance sheet.
Uncertainty related to the environmental assessment can result in delay and increased costs in completing new projects. On December 2, 2023, EPA issued its final rule to regulate methane emissions from the Oil and Natural Gas Sector.
On December 2, 2023, EPA issued its final rule to regulate methane emissions from the Oil and Natural Gas Sector.
Changes in product quality specifications or blending requirements could reduce our throughput volumes, require us to incur additional handling costs or require capital expenditures. For example, different product specifications for different markets affect the fungibility of the products in our system and could require the construction of additional storage.
Various federal, state and local agencies have the authority to prescribe product quality specifications for products. Changes in product quality specifications or blending requirements could reduce our throughput volumes, require us to incur additional handling costs or require capital expenditures.
In May 2016, EPA issued lifetime health advisory levels (“HALs”) and health effects support documents for two PFAS substances - PFOA and PFOS. These HALs were updated in June 2022, when EPA also issued HALs for two additional PFAS substances.
Fluorine-free firefighting foams are currently under development but have not yet proven to be as effective as AFFFs containing PFAS. In May 2016, EPA issued lifetime health advisory levels (“HALs”) and health effects support documents for two PFAS substances - PFOA and PFOS. These HALs were updated in June 2022, when EPA also issued HALs for two additional PFAS substances.
In addition, we indemnify MPC for certain matters under these agreements. We also have various employee services agreements and a secondment agreement under which we reimburse MPC for the provision of certain operational and management services to us. All of the employees that conduct our business are directly employed by affiliates of our general partner.
In addition, we indemnify MPC for certain matters under these agreements. The omnibus agreements also provide for other reimbursements, including certain capital and expense projects. We also have various employee services agreements and a secondment agreement under which we reimburse MPC for the provision of certain operational and management services to us.
MPC has also committed to pay a fixed fee for 100 percent of available capacity for boats, barges and third-party chartered equipment under the marine transportation services agreements. We also have a fuels distribution agreement with MPC under which we provide scheduling and other services for MPC’s products.
Under these long-term, fee-based agreements, we provide transportation, terminal and storage services to MPC and most of these agreements include minimum committed volumes from MPC. Under the marine transportation service agreements MPC has committed to pay a fixed fee for 100 percent of available capacity for boats, barges and third-party chartered equipment.
In addition, changes in the product quality of the products we receive on our product pipelines could reduce or eliminate our ability to blend products. Marine Transportation Our marine transportation business is subject to regulation by the USCG, federal laws, including the Jones Act, state laws and certain international conventions, as well as numerous environmental regulations.
Marine Transportation Our marine transportation business is subject to regulation by the USCG, federal laws, including the Jones Act, state laws and certain international conventions, as well as numerous environmental regulations. The majority of our vessels are subject to inspection by the USCG and carry certificates of inspection.
We are an MLP with outstanding common units held by MPC and public unitholders as well as preferred units. Our common units are publicly traded on the NYSE under the symbol “MPLX.” Our Series A preferred units rank senior to all common units.
ORGANIZATIONAL STRUCTURE We are a Master Limited Partnership (“MLP”) with outstanding common units held by MPC and public unitholders as well as preferred units. Our common units are publicly traded on the NYSE under the symbol “MPLX.” On February 11, 2025, MPLX exercised its right to convert the remaining 6 million outstanding Series A preferred units into common units.
Our general partner has the sole responsibility for providing the employees and other personnel necessary to conduct our operations. All of the employees that conduct our business are directly employed by affiliates of our general partner. We believe that our general partner and its affiliates have a satisfactory relationship with those employees.
All of the employees that conduct our business are directly employed by affiliates of our general partner. We believe that our general partner and its affiliates have a satisfactory relationship with those employees. MPC believes its employees are its greatest asset of strength, and the culture reflects the quality of individuals across its workforce.
With our commitment to strict-capital discipline and fostering a low-cost culture, we expect to continue generating strong cash flow, enhancing our financial flexibility to invest in and grow the business, while also supporting the return of capital to MPLX unitholders. 4 Table of Contents Commitment to Sustainability : Our approach to sustainability spans the environmental, social and governance dimensions of our business.
With our commitment to strict-capital discipline and cost competitiveness, we expect to continue generating strong cash flow, enhancing our financial flexibility to invest in and grow the business, while also supporting the return of capital to MPLX unitholders. 2024 RESULTS The following table summarizes the operating performance for each segment for the year ended December 31, 2024.
We have implemented and continue to pursue growth and integration opportunities along existing value chains that benefit both MPC and MPLX. OUR L&S CONTRACTS WITH MPC AND THIRD PARTIES Transportation Services Agreements, Storage Services Agreements, Terminal Services Agreements and Fuels Distribution Services Agreement with MPC Our L&S assets are strategically located within, and integral to, MPC’s operations.
OUR CRUDE OIL AND PRODUCTS LOGISTICS CONTRACTS WITH MPC AND THIRD PARTIES Transportation Services Agreements, Storage Services Agreements, Terminal Services Agreements and Fuels Distribution Services Agreement with MPC Our Crude Oil and Products Logistics assets are strategically located within, and integral to, MPC’s operations. We have entered into multiple transportation, terminal and storage services agreements with MPC.
The majority of effects of seasonality on our L&S segment’s revenues are mitigated through the use of fee-based transportation and storage services agreements with MPC that include minimum volume commitments.
The majority of the effects of seasonality on the Crude Oil and Products Logistics segment’s revenues are mitigated through the use of capacity-based agreements and minimum volume commitments.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLaws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment; • solid and hazardous waste management; • the regulatory classification of materials currently or formerly used in our business; • pollution prevention; • GHG emissions; • climate change; • public and employee safety and health; • permitting; • inherently safer technology; and • facility security.
Biggest changeLaws and regulations expected to become more stringent relate to the following: • the emission or discharge of materials into the environment; • solid and hazardous waste management; • the regulatory classification of materials currently or formerly used in our business; • pollution prevention; • climate change and GHG emissions; • the production, importation, use, and disposal of specific chemicals; • public and employee safety and health; • permitting; • inherently safer technology; and • facility security. 27 Table of Contents The specific impact of laws and regulations on us and our competitors may vary depending on a number of factors, including the age and location of operating facilities, marketing areas and production processes and subsequent judicial interpretation of such laws and regulations.
Business and Operational Risks A significant decrease in oil and natural gas production in our areas of operation may adversely affect our business, financial condition, results of operation and cash available for distribution. A significant portion of our operations is dependent on the continued availability of natural gas and crude oil production.
Business and Operational Risks A significant decrease in oil and natural gas production in our areas of operation may adversely affect our business, financial condition, results of operations and cash available for distribution. A significant portion of our operations is dependent on the continued availability of natural gas and crude oil production.
In addition, our purchase and resale of gas and NGLs in the ordinary course exposes us to significant risk of volatility in natural gas or NGL prices due to the potential difference in price at the time of the purchases and then the subsequent sales.
In addition, our purchase and resale of natural gas and NGLs in the ordinary course exposes us to significant risk of volatility in natural gas or NGL prices due to the potential difference in price at the time of the purchases and then the subsequent sales.
We may modify, discontinue, update and expand targets or adopt new metrics as new information, opportunities, and technologies become available. Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.
We may modify, discontinue, update or expand targets or adopt new metrics as new information, opportunities, and technologies become available. Further, there are conflicting expectations and priorities from regulatory authorities, investors, voluntary reporting frame works, and other stakeholders surrounding accounting and disclosure of ESG matters and climate related initiatives.
Future transactions involving the addition of new assets or businesses will present potential risks, which may include, among others: • inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs; • an inability to successfully integrate, or a delay in the successful integration of, assets or businesses we acquire; • a decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions; • a significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions; • the assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate; • the diversion of management’s attention from other business concerns; • the loss of customers or key employees from the acquired businesses; and • the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
Future transactions involving the addition of new assets or businesses will present risks, which may include, among others: • inaccurate assumptions about future synergies, revenues, capital expenditures and operating costs; • an inability to successfully integrate, or a delay in the successful integration of, assets or businesses we acquire; • a decrease in our liquidity resulting from using a portion of our available cash or borrowing capacity under our revolving credit agreement to finance transactions; • a significant increase in our interest expense or financial leverage if we incur additional debt to finance transactions; • the assumption of unknown environmental and other liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate; • the diversion of management’s attention from other business concerns; • the loss of customers or key employees from the acquired businesses; and • the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
Accordingly, we are indirectly subject to the operational and business decisions and risks of MPC, which include the following: • the timing and extent of changes in commodity prices and demand for MPC’s products, and the availability and costs of crude oil and other refinery feedstocks; • a material decrease in the refining margins at MPC’s refineries; • disruptions due to equipment interruption or failure at MPC’s facilities or at third-party facilities on which MPC’s business is dependent; • any decision by MPC to temporarily or permanently alter, curtail or shut down operations at one or more of its refineries or other facilities and reduce or terminate its obligations under our transportation and storage or refining logistics and fuels distribution agreements; • changes to the routing of volumes shipped by MPC on our crude oil and refined product pipelines or the ability of MPC to utilize third-party pipeline connections to access our pipelines; • MPC’s ability to remain in compliance with the terms of its outstanding indebtedness; 32 Table of Contents • changes in the cost or availability of third-party pipelines, railways, vessels, terminals and other means of delivering and transporting crude oil, feedstocks, refined products, other hydrocarbon-based products and renewables; • state and federal environmental, economic, health and safety, energy and other policies and regulations, and any changes in those policies and regulations; • imposition of new economic sanctions against Russia or other countries and the effects of potential responsive countermeasures; • environmental incidents and violations and related remediation costs, fines and other liabilities; • operational hazards and other incidents at MPC’s refineries and other facilities, such as explosions and fires, that result in temporary or permanent shut downs of those refineries and facilities; • changes in crude oil and refined product inventory levels and carrying costs; and • disruptions due to hurricanes, tornadoes or other forces of nature.
Accordingly, we are indirectly subject to the operational and business decisions and risks of MPC, which include the following: • the timing and extent of changes in commodity prices and demand for MPC’s products, and the availability and costs of crude oil and other refinery feedstocks; • a material decrease in the refining margins at MPC’s refineries; • disruptions due to equipment interruption or failure at MPC’s facilities or at third-party facilities on which MPC’s business is dependent; • any decision by MPC to temporarily or permanently alter, curtail or shut down operations at one or more of its refineries or other facilities and reduce or terminate its obligations under our transportation and storage or refining logistics and fuels distribution agreements; • changes to the routing of volumes shipped by MPC on our crude oil and refined product pipelines or the ability of MPC to utilize third-party pipeline connections to access our pipelines; • MPC’s ability to remain in compliance with the terms of its outstanding indebtedness; • changes in the cost or availability of third-party pipelines, railways, vessels, terminals and other means of delivering and transporting crude oil, feedstocks, refined products, other hydrocarbon-based products and renewables; • state and federal environmental, economic, health and safety, energy and other policies and regulations, and any changes in those policies and regulations; • imposition of new economic sanctions against Russia or other countries and the effects of potential responsive countermeasures; • environmental incidents and violations and related remediation costs, fines and other liabilities; 31 Table of Contents • operational hazards and other incidents at MPC’s refineries and other facilities, such as explosions and fires, that result in temporary or permanent shut downs of those refineries and facilities; • changes in crude oil and refined product inventory levels and carrying costs; and • disruptions due to hurricanes, tornadoes or other forces of nature.
Our information systems (and those of our third-party business partners and service providers), including our cloud computing environments and operational technology environments, are subject to numerous and evolving cybersecurity threats and attacks, including ransomware and other malware, and phishing and social engineering schemes, supply chain attacks, and advanced artificial intelligence cyberattacks, which can compromise our ability to operate, and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.
Our information systems (and those of our third-party business partners and service providers), including our cloud computing environments and operational technology environments, are subject to numerous and evolving cybersecurity threats and attacks, including ransomware and other malware, phishing and social engineering schemes, supply chain attacks, and advanced artificial intelligence attacks, which can compromise our ability to operate, and the confidentiality, availability, and integrity of data in our systems or those of our third-party business partners and service providers.
However, policy decisions relating to the production, refining, transportation, storage and marketing of carbon-based fuels are subject to political pressures and the influence of public sentiment on GHG emissions, climate change, and climate adaptation. Additionally, societal sentiment regarding carbon-based fuels may adversely impact our reputation and MPC’s ability to attract or retain the employees who provide services to us.
However, policy decisions relating to the production, refining, transportation, storage and marketing of carbon-based fuels are subject to political pressures and the influence of public sentiment on GHG emissions, climate change, and climate adaptation. Additionally, societal sentiment regarding carbon-based fuels may adversely impact our reputation and MPC’s ability to attract and retain the employees who provide services to us.
Any terrorist attack or targeted disruption of our operations, those of our customers or, in some cases, those of other energy industry participants, could have a material and adverse effect on our business. Similarly, any similar event that severely disrupts the markets we serve could materially and adversely affect our results of operations, financial position and cash flows.
Any attack or targeted disruption of our operations, those of our customers or, in some cases, those of other energy industry participants, could have a material and adverse effect on our business. Similarly, any similar event that severely disrupts the markets we serve could materially and adversely affect our results of operations, financial position and cash flows.
We and our customers have experienced certain of these incidents in the past. For assets located near populated areas, the level of damage resulting from these risks could be greater. Due to the nature of our operations, certain interruptions could impact operations in other regions. Our marine transportation business, in particular, is subject to weather conditions.
We and our customers have experienced certain of these incidents in the past. For assets located near populated areas, the level of damage resulting from these incidents could be greater. Due to the nature of our operations, certain interruptions could impact operations in other regions. Our marine transportation business, in particular, is subject to weather conditions.
Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us. This risk is further heightened during sustained periods of declines of natural gas, NGL and oil prices.
Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us. This risk is further heightened during sustained periods of declines of natural gas, NGL and crude oil prices.
The adoption of additional laws or regulations that apply more comprehensive or stringent safety standards to gas, NGL, crude oil and refined product lines or other facilities, or the expansion of regulatory inspections by regulators, could require us to install 31 Table of Contents new or modified safety controls, pursue added capital projects, make modifications or operational changes, or conduct maintenance programs on an accelerated basis, all of which could require us to incur increased capital and operational costs or operational delays that could be significant and have a material adverse effect on our financial position or results of operations and ability to make distributions to our unitholders.
The adoption of additional laws or regulations that apply more comprehensive or stringent safety standards to gas, NGL, crude oil and refined product lines or other facilities, or the expansion of regulatory inspections by regulators, could require us to install 30 Table of Contents new or modified safety controls, pursue added capital projects, make modifications or operational changes, or conduct maintenance programs on an accelerated basis, all of which could require us to incur increased capital and operational costs or operational delays that could be significant and have a material adverse effect on our financial position or results of operations and ability to make distributions to our unitholders.
There is also increased regulatory interest in PFAS, which we expect will lead to increased monitoring obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows.
There is also increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows.
The significant volatility in natural gas, NGL and oil prices could adversely impact our unit price, thereby increasing our distribution yield and cost of capital.
The significant volatility in natural gas, NGL and crude oil prices could adversely impact our unit price, thereby increasing our distribution yield and cost of capital.
Our operations ar e subject to business interruptions and present inherent hazards and risks, which could adversely impact our results of operations and financial conditions. Our operations are subject to business interruptions, such as unplanned maintenance, explosions, fires, pipeline releases, product quality incidents, power outages, severe weather, labor disputes, acts of terrorism or other natural or man-made disasters.
Our operations ar e subject to business interruptions and present inherent hazards and risks, which could adversely impact our results of operations and financial condition. Our operations are subject to business interruptions, such as unplanned maintenance, explosions, fires, pipeline releases, product quality incidents, power outages, severe weather, labor disputes, acts of terrorism or other natural or man-made disasters.
The approval process for storage and transportation projects has become increasingly challenging, due in part to state and local concerns related to pipelines, negative public perception regarding the oil and gas industry, and concerns regarding GHG emissions downstream of pipeline operations. Our expansion or construction projects may not be completed on schedule (or at all), or at the budgeted cost.
The approval process for our projects has become increasingly challenging, due in part to state and local concerns related to pipelines, negative public perception regarding the oil and gas industry, and concerns regarding GHG emissions downstream of pipeline operations. Our expansion or construction projects may not be completed on schedule (or at all), or at the budgeted cost.
Summary of Risk Factors We have in the past been adversely affected by certain of, and may in the future be adversely affected by, the following: • a significant decrease in oil and natural gas production in our areas of operation; • challenges in accurately estimating expected production volumes of our producer customers; • our dependence on third parties for the oil, natural gas and refined products we gather, transport and store, the natural gas we process, and the NGLs we fractionate and stabilize at our facilities; • our ability to retain existing customers or acquire new customers; • our ability to increase fees enough to cover costs incurred under our gathering, processing, transmission, transportation, fractionation, stabilization and storage agreements; • unplanned maintenance of the United States (“U.S.”) inland waterway infrastructure; • interruptions in operations at any of our facilities or those of our customers, including MPC; • inflation; • problems affecting our information technology systems and those of our third-party business partners and service providers; • in our joint ventures, our lack of sole decision-making authority, our reliance on our joint venture partners’ financial condition and disputes between us and our joint venture partners; • terrorist attacks or other targeted operational disruptions aimed at our facilities or that impact our customers or the markets we serve; • increases to our maintenance or repair costs; 20 Table of Contents • severe weather events, other climate conditions and earth movement and other geological hazards; • insufficient cash from operations after the establishment of cash reserves and payment of our expenses to enable us to pay the intended quarterly distribution to our unitholders; • our substantial debt and other financial obligations; • increases in interest rates; • our exposure to the credit risks of our key customers and derivative counterparties; • negative effects of our commodity derivative activities; • uninsured losses; • future costs relating to evolving environmental or other laws or regulations; • increased regulation of hydraulic fracturing; • climate-related and GHG emission regulation; • climate-related litigation; • societal and political pressures and other forms of opposition to the future development, transportation and use of carbon-based fuels; • market deterioration prior to the completion of large capital projects; • increasing attention to ESG matters; • goals, targets and disclosures related to ESG matters; • federal and tribal approvals, regulations and lawsuits relating to our facilities that are located on Native American tribal lands; • our ability to maintain or obtain real property rights required for our business; • the consequences resulting from foreign investment in us or our general partner exceeding certain levels; • federal or state rate and service regulation or rate-making policies; • costs and liabilities resulting from performance of pipeline integrity programs and related repairs; • future impairments; • difficulties in making strategic acquisitions on economically acceptable terms from MPC or third parties; • integration risks from significant future acquisitions; • the failure by MPC to satisfy its obligations to us, or a significant reduction in volumes transported through our facilities or stored at our storage assets; • MPC materially suspending, reducing or terminating its obligations under its agreements with us; • MPC’s level of indebtedness or credit ratings; • various tax risks inherent in our master limited partnership structure, including the potential for unexpected tax liabilities for us or our unitholders, more burdensome tax filing requirements and future legislative changes to the expected tax treatment of an investment in us; • MPC’s conflicts of interest with us, its limited duties to us and our unitholders, and its potential favoring of its interests over our interests and the interests of our unitholders; • the requirements and restrictions arising under our Sixth Amended and Restated Agreement of Limited Partnership, dated as of February 1, 2021 (“Partnership Agreement”), including the requirement that we distribute all of our available cash, limitations on our general partner’s duties, limited unitholder voting rights, and limited unitholder recourse in the event unitholders are dissatisfied with our operations; • cost reimbursements and fees paid to our general partner and its affiliates, which in certain circumstances are subject to our general partner’s sole discretion; • control of our general partner being transferred to a third party without unitholder consent; • the issuance of additional units resulting in the dilution of limited unitholder interests, which issuances may be made without unitholder approval; • the sale of units - and the adverse impact on the trading price of the common units which might result from such sale - by MPC of the units it holds in public or private markets, and such sales could have an adverse impact on the trading price of the common units; 21 Table of Contents • affiliates of our general partner, including MPC, competing with us, and neither our general partner nor its affiliates having any obligation to present business opportunities to us; • our general partner having a limited call right that may require unitholders to sell common units at an undesirable time or price; • a unitholder’s liability not being limited if a court finds that unitholder action constitutes control of our business; • unitholders may have to repay distributions that were wrongfully distributed to them; • the NYSE not requiring a publicly traded limited partnership like us to comply with certain of its corporate governance requirements; and • the Court of Chancery of the State of Delaware being, to the extent permitted by law, the sole and exclusive forum for substantially all disputes between us and our limited partners.
Summary of Risk Factors We have in the past been adversely affected by certain of, and may in the future be adversely affected by, the following: • a significant decrease in crude oil and natural gas production in our areas of operation; • challenges in accurately estimating expected production volumes of our producer customers; 19 Table of Contents • our dependence on third parties for the crude oil, natural gas and refined products we gather, transport and store, the natural gas we process, and the NGLs we fractionate and stabilize at our facilities; • our ability to retain existing customers or acquire new customers; • our ability to increase fees enough to cover costs incurred under our gathering, processing, transmission, transportation, fractionation, stabilization and storage agreements; • unplanned maintenance of the United States (“U.S.”) inland waterway infrastructure; • interruptions in operations at any of our facilities or those of our customers, including MPC; • inflation; • problems affecting our information technology systems and those of our third-party business partners and service providers; • business, compliance and reputational risks associated with increasing regulatory focus on data privacy issues, integrating artificial intelligence into our processes and expanding laws in those areas; • in our joint ventures, our lack of sole decision-making authority, our reliance on our joint venture partners’ financial condition and disputes between us and our joint venture partners; • terrorist attacks or other targeted operational disruptions aimed at our facilities or that impact our customers or the markets we serve; • increases to our maintenance or repair costs; • severe weather events, other climate conditions and earth movement and other geological hazards; • insufficient cash from operations after the establishment of cash reserves and payment of our expenses to enable us to pay the intended quarterly distribution to our unitholders; • our substantial debt and other financial obligations; • increases in interest rates; • our exposure to the credit risks of our key customers and derivative counterparties; • negative effects of our commodity derivative activities; • uninsured losses; • future costs relating to evolving environmental or other laws or regulations; • increased regulation of hydraulic fracturing; • climate-related and GHG emission regulation; • climate-related litigation; • societal and political pressures and other forms of opposition to the future development, transportation and use of carbon-based fuels; • market deterioration prior to the completion of large capital projects; • increasing attention to ESG matters; • goals, targets and disclosures related to ESG matters; • federal and tribal approvals, regulations and lawsuits relating to our facilities that are located on Native American tribal lands; • our ability to maintain or obtain real property rights required for our business; • the consequences resulting from foreign investment in us or our general partner exceeding certain levels; • federal or state rate and service regulation or rate-making policies; • costs and liabilities resulting from performance of pipeline integrity programs and related repairs; • future impairments; • difficulties in making strategic acquisitions on economically acceptable terms from MPC or third parties; • integration risks from significant future acquisitions; • the failure by MPC to satisfy its obligations to us, or a significant reduction in volumes transported through our facilities or stored at our storage assets; • MPC materially suspending, reducing or terminating its obligations under its agreements with us; • MPC’s level of indebtedness or credit ratings; • various tax risks inherent in our master limited partnership structure, including the potential for unexpected tax liabilities for us or our unitholders, more burdensome tax filing requirements and future legislative changes to the expected tax treatment of an investment in us; • MPC’s conflicts of interest with us, its limited duties to us and our unitholders, and its potential favoring of its interests over our interests and the interests of our unitholders; • the requirements and restrictions arising under our Sixth Amended and Restated Agreement of Limited Partnership, dated as of February 1, 2021 (“Partnership Agreement”), including the requirement that we distribute all of our available 20 Table of Contents cash, limitations on our general partner’s duties, limited unitholder voting rights, and limited unitholder recourse in the event unitholders are dissatisfied with our operations; • cost reimbursements and fees paid to our general partner and its affiliates, which in certain circumstances are subject to our general partner’s sole discretion; • control of our general partner being transferred to a third party without unitholder consent; • the issuance of additional units resulting in the dilution of limited unitholder interests, which issuances may be made without unitholder approval; • the sale of units - and the adverse impact on the trading price of the common units which might result from such sale - by MPC of the units it holds in public or private markets, and such sales could have an adverse impact on the trading price of the common units; • affiliates of our general partner, including MPC, competing with us, and neither our general partner nor its affiliates having any obligation to present business opportunities to us; • our general partner having a limited call right that may require unitholders to sell common units at an undesirable time or price; • a unitholder’s liability not being limited if a court finds that unitholder action constitutes control of our business; • unitholders may have to repay distributions that were wrongfully distributed to them; • the NYSE not requiring a publicly traded limited partnership like us to comply with certain of its corporate governance requirements; and • the Court of Chancery of the State of Delaware being, to the extent permitted by law, the sole and exclusive forum for substantially all disputes between us and our limited partners.
In order to avoid (1) any material adverse effect on the maximum applicable rates that can be charged to customers by our subsidiaries on assets that are subject to rate regulation by the FERC or analogous regulatory body and (2) any substantial risk of cancellation or forfeiture of any property, including any governmental permit, endorsement or other authorization, in which we have an interest, we have adopted certain requirements regarding those investors who may own our common units.
In order to avoid (1) any material adverse effect on the maximum applicable rates that can be charged to customers by our subsidiaries on assets that are subject to rate regulation by the FERC or analogous regulatory body and (2) any substantial risk of cancellation or forfeiture of any property, including any governmental permit, endorsement or other authorization, in which we 37 Table of Contents have an interest, we have adopted certain requirements regarding those investors who may own our common units.
Continuing increases in inflation could impact the commodity markets generally, the overall demand for our products and services, our costs for labor, material and services and the margins we are able to realize on our products and services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows.
Such increases in inflation could impact the commodity markets generally, the overall demand for our products and services, our costs for labor, material and services and the margins we are able to realize on our products and services, all of which could have an adverse impact on our business, financial position, results of operations and cash flows.
Certain municipalities have also proposed or enacted restrictions on the installation of natural gas appliances and infrastructure in new residential or commercial construction, which could affect demand for the natural gas that we transport and store. Certain jurisdictions are also considering ordinances that would prohibit construction or expansion of terminals.
Certain municipalities have also proposed or enacted restrictions on the installation of natural gas appliances and infrastructure in new residential or commercial construction, which could affect demand for the natural gas that we transport and store. Certain jurisdictions have enacted or are considering ordinances that would prohibit construction or expansion of fossil fuel terminals.
Our ability to comply with these covenants may be impaired from time to time if the fluctuations in our working capital needs are not consistent with the timing for our receipt of funds from our operations. 26 Table of Contents • If we fail to comply with our debt obligations and an event of default occurs, our lenders could declare the outstanding principal of that debt, together with accrued interest, to be immediately due and payable, which may trigger defaults under our other debt instruments or other contracts.
Our ability to comply with these covenants may be impaired from time to time if the fluctuations in our working capital needs are not consistent with the timing for our receipt of funds from our operations. • If we fail to comply with our debt obligations and an event of default occurs, our lenders could declare the outstanding principal of that debt, together with accrued interest, to be immediately due and payable, which may trigger defaults under our other debt instruments or other contracts.
There remains a high degree of uncertainty regarding the ultimate outcome of these types of proceedings, as well as their potential effect on our business, financial condition, results of operation and cash flows. We are subject to risks associated with societal and political pressures and other forms of opposition to the development, transportation and use of carbon-based fuels.
There remains a high degree of uncertainty regarding the ultimate outcome of these types of proceedings, as well as their potential effect on our business, financial condition, results of operation and cash flows. 28 Table of Contents We are subject to risks associated with societal and political pressures and other forms of opposition to the development, transportation and use of carbon-based fuels.
The amount of cash we can distribute to our common unitholders principally depends on the amount of cash we generate from our operations, which fluctuates from quarter to quarter based on, among other things: • the volumes of natural gas, crude oil, NGLs and refined products we gather, process, store, transport and fractionate; • the fees and tariff rates we charge and the margins we realize for our services and sales; • the prices of, level of production of and demand for oil, natural gas, NGLs and refined products; • the level of our operating costs including repairs and maintenance; • the relative prices of NGLs and crude oil, which impact the effectiveness of our hedging program; and • prevailing economic conditions.
The amount of cash we can distribute to our common unitholders principally depends on the amount of cash we generate from our operations, which fluctuates from quarter to quarter based on, among other things: • the volumes of natural gas, crude oil, NGLs and refined products we gather, process, store, transport and fractionate; • the fees and tariff rates we charge and the margins we realize for our services and sales; • the prices of, level of production of and demand for crude oil, natural gas, NGLs and refined products; • the level of our operating costs including repairs and maintenance; • the relative prices of NGLs and crude oil; and • prevailing economic conditions.
Increasing concerns about climate change and carbon intensity have also resulted in societal concerns and a 28 Table of Contents number of international and national measures to limit GHG emissions. Additional stricter measures and investor pressure can be expected in the future and any of these changes may have a material adverse impact on our business or financial condition.
Increasing concerns about climate change and carbon intensity have also resulted in societal concerns and a number of international and national measures to limit GHG emissions. Additional stricter measures and investor pressure can be expected in the future and any of these changes may have a material adverse impact on our business or financial condition.
Failure by us, or an entity in which we have an interest, to adequately manage the risks associated with any acquisitions or joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and adversely affect our reputation, business, financial condition, results of operations and cash flows.
Failure by us, or an entity in which we 24 Table of Contents have an interest, to adequately manage the risks associated with any acquisitions or joint ventures could have a material adverse effect on the financial condition or results of operations of our joint ventures and adversely affect our reputation, business, financial condition, results of operations and cash flows.
In recent years, increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community, including climate change, energy transition matters, and diversity, equity and inclusion.
In recent years, increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community, including climate change, energy transition matters, and inclusion.
Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s proposed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.
Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, including the SEC’s currently stayed disclosure requirements regarding, among other matters, GHG emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.
Although our general partner has a duty to manage us in a manner that is not adverse to the best interests of our partnership, conflicts of interest may arise between MPC and its affiliates, including our general partner, on the one hand, and us and our unitholders, on the other hand.
Although our general partner has a duty to manage us in a manner that is not adverse to the best interests of our partnership, 35 Table of Contents conflicts of interest may arise between MPC and its affiliates, including our general partner, on the one hand, and us and our unitholders, on the other hand.
As of December 31, 2023, our balance sheet reflected $7.6 billion and $654 million of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment.
As of December 31, 2024, our balance sheet reflected $7.6 billion and $518 million of goodwill and other intangible assets, respectively. We have in the past recorded significant impairments of our goodwill. To the extent the value of goodwill or intangible assets becomes further impaired, we may be required to incur additional material non-cash charges relating to such impairment.
We list our common units on the NYSE. Because we are a publicly traded limited partnership, the NYSE does not require us to have a majority of independent directors on our general partner’s board of directors or to establish a compensation committee or a nominating and corporate governance committee.
Because we are a publicly traded limited partnership, the NYSE does not require us to have a majority of independent directors on our general partner’s board of directors or to establish a compensation committee or a nominating and corporate governance committee.
Cybersecurity events involving our information technology systems or those of our third-party business partners and service providers can result in theft, destruction, loss, misappropriation or release of confidential financial data, regulated personally identifiable information, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory review or scrutiny; reduce our customers’ willingness to do business with us; disrupt our operations and the services we provide to customers; and subject us to litigation and legal liability under international, U.S. federal and state laws.
Cybersecurity incidents involving our information technology systems or those of our third-party business partners and service providers can result in theft, destruction, loss, misappropriation or release of confidential financial data, regulated personal data, intellectual property and other information; give rise to remediation or other expenses; result in litigation, claims and increased regulatory review, investigations, or scrutiny; reduce our customers’ willingness to do business with us; disrupt our operations and the services we provide to customers; and subject us to litigation and legal liability under international, U.S. federal and state laws.
One or more of these factors has in the past and may in the future increase our cost of doing business on Native American tribal lands and impact the viability of, or prevent or delay our 30 Table of Contents ability to conduct our operations on such lands.
One or more of these factors has in the past and may in the future increase our cost of doing business on Native American tribal lands and impact the viability of, or prevent or delay our ability to conduct our operations on such lands.
Further, neither our 39 Table of Contents Partnership Agreement nor our bank revolving credit facility prohibits the issuance of additional preferred units, or other equity securities that may effectively rank senior to our common units as to distributions or liquidations.
Further, neither our Partnership Agreement nor our bank revolving credit facility prohibits the issuance of additional preferred units, or other equity securities that may effectively rank senior to our common units as to distributions or liquidations.
The IRS may challenge our valuation methods, our allocation of the Section 743(b) adjustment attributable to our tangible and 35 Table of Contents intangible assets, or our allocations of income, gain, loss and deduction between our general partner and certain of our unitholders.
The IRS may challenge our valuation methods, our allocation of the Section 743(b) adjustment attributable to our tangible and intangible assets, or our allocations of income, gain, loss and deduction between our general partner and certain of our unitholders.
MPC may sell units in the public or private markets, and such sales could have an adverse impact on the trading price of the common units. As of February 23, 2024, MPC held 647,415,452 common units. Additionally, we have agreed to provide MPC with certain registration rights.
MPC may sell units in the public or private markets, and such sales could have an adverse impact on the trading price of the common units. As of February 21, 2025, MPC held 647,415,452 common units. Additionally, we have agreed to provide MPC with certain registration rights.
Part of the costs for new construction and major rehabilitation of locks and dams is funded by marine transportation 23 Table of Contents companies through taxes and the other portion is funded by general federal tax revenues.
Part of the costs for new construction and major rehabilitation of locks and dams is funded by marine transportation companies through taxes and the other portion is funded by general federal tax revenues.
Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including 34 Table of Contents depreciation recapture.
Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture items, including depreciation recapture.
In such event, our construction may be prevented or delayed, or the costs and time increased, or our operations at such facilities may be impaired or interrupted, and we may not be able to recover the costs incurred for delays or to relocate or repair our facilities from such third parties. We may be negatively impacted by inflation.
In such event, our construction may be prevented or delayed, or the costs and time increased, or our operations at such facilities may be impaired or interrupted, and we may not be able to recover the costs incurred for delays or to relocate or repair our facilities from such third parties.
These tribal laws and regulations include various taxes, fees, requirements to employ Native American tribal members and other conditions that apply to operators and contractors conducting operations on Native American tribal lands. Persons conducting operations on tribal lands are generally subject to the Native American tribal court system.
These tribal laws and regulations include various taxes, fees, requirements to employ Native American tribal members and other conditions that apply to operators and contractors conducting operations on Native American 29 Table of Contents tribal lands. Persons conducting operations on tribal lands are generally subject to the Native American tribal court system.
Because the techniques used to obtain unauthorized access, or to disable or degrade systems 24 Table of Contents continuously evolve and have become increasingly complex and sophisticated, and can remain undetected for a period of time despite efforts to detect and respond in a timely manner, we (and our third-party business partners and service providers) are subject to the risk of cyberattacks.
Because the techniques used to obtain unauthorized access, or to disable or degrade systems continuously evolve and some have become increasingly complex and sophisticated, and can remain undetected for a period of time despite efforts to detect and respond in a timely manner, we (and our third-party business partners and service providers) are subject to the risk of cyberattacks and cybersecurity incidents.
Increases in interest rates could adversely impact our unit price, our ability to issue equity or incur debt for acquisitions or other purposes or refinance existing debt and our ability to make distributions at our intended levels. Our revolving credit facility and our loan agreement with a wholly owned subsidiary of MPC have variable interest rates.
Increases in interest rates could adversely impact our unit price, our ability to issue equity or incur debt for acquisitions or other purposes or refinance existing debt and our ability to make distributions at our intended levels. Our revolving credit facility and our loan agreement with MPC have variable interest rates.
Many of our assets have been in service for many years and, as a result, our maintenance or repair costs may increase in the future. Our pipelines, terminals, fractionator and storage assets are generally long-lived assets, and many of them have been in service for many years.
Many of our assets have been in service for many years and, as a result, our maintenance or repair costs may increase in the future. Our pipelines, terminals, fractionators, processing facilities and storage assets are generally long-lived assets, and many of them have been in service for many years.
As of December 31, 2023, MPC had consolidated long-term indebtedness of approximately $27.6 billion, of which $6.9 billion was a direct obligation of MPC or its subsidiaries other than MPLX or its consolidated subsidiaries.
As of December 31, 2024, MPC had consolidated long-term indebtedness of approximately $27.8 billion, of which $6.6 billion was a direct obligation of MPC or its subsidiaries other than MPLX or its consolidated subsidiaries.
Such delays or cost increases may arise as a result of unpredictable factors, many of which are beyond our control, including: • denials of, delays in receiving, or revocations of requisite regulatory approvals or permits; • unplanned increases in the cost of construction materials or labor, whether due to inflation or other factors; • disruptions in transportation of components or construction materials; • adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; • global supply chain disruptions; • nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors; and • delays due to citizen, state or local political or activist pressure. 29 Table of Contents Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project.
Such delays or cost increases may arise as a result of unpredictable factors, many of which are beyond our control, including: • denials of, delays in receiving, or revocations of requisite regulatory approvals or permits; • unplanned increases in the cost of construction materials or labor, whether due to inflation or other factors; • disruptions in transportation of components or construction materials; • adverse weather conditions, natural disasters or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; • global supply chain disruptions; • nonperformance by, or disputes with, vendors, suppliers, contractors or subcontractors; and • delays due to citizen, state or local political or activist pressure.
Additionally, we have no control over MPC’s business decisions and operations, and MPC is under no obligation to adopt a business strategy that favors us. MPC owned our general partner and approximately 64 percent of our outstanding common units as of February 23, 2024.
Additionally, we have no control over MPC’s business decisions and operations, and MPC is under no obligation to adopt a business strategy that favors us. MPC owned our general partner and approximately 63 percent of our outstanding common units as of February 21, 2025.
Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted. 40 Table of Contents The NYSE does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements.
Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted. The NYSE does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements. We list our common units on the NYSE.
This cash may be used to fund distributions to our unitholders, including MPC; • our Partnership Agreement does not restrict our general partner from entering into additional contractual arrangements with it or its affiliates on our behalf; • our general partner intends to limit its liability regarding our contractual and other obligations; • our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if it and its affiliates own more than 85 percent of the common units; • our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including our transportation and storage services agreements with MPC; and • our general partner decides whether to retain separate counsel, accountants or others to perform services for us. 37 Table of Contents Under the terms of our Partnership Agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our general partner or any of its affiliates, including its executive officers, directors and owners.
This cash may be used to fund distributions to our unitholders, including MPC; • our Partnership Agreement does not restrict our general partner from entering into additional contractual arrangements with it or its affiliates on our behalf; • our general partner intends to limit its liability regarding our contractual and other obligations; • our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if it and its affiliates own more than 85 percent of the common units; • our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including our transportation and storage services agreements with MPC; and • our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
If we were unable to make up the delays associated with such factors or to recover the related costs, or if market conditions change, it could materially and adversely affect our capital project returns and our business, financial condition, results of operations and cash flows. Increasing attention to environmental, social and governance matters may impact our business and financial results.
If we were unable to make up the delays associated with such factors or to recover the related costs, or if market conditions change, it could materially and adversely affect our capital project returns and our business, financial condition, results of operations and cash flows.
Maintenance of the U.S. inland waterway system is vital to our marine transportation operations. The system is composed of over 12,000 miles of commercially navigable waterway, supported by approximately 240 locks and dams designed to provide flood control, maintain pool levels of water in certain areas of the country and facilitate navigation on the inland river system.
The system is composed of over 12,000 miles of commercially navigable waterway, supported by approximately 240 locks and dams designed to provide flood control, maintain pool levels of water in certain areas of the country and facilitate navigation on the inland river system.
In addition, the actual amount of cash available for distribution also depends on other factors, some of which are beyond our control, including: • the amount of our operating expenses and general and administrative expenses, including cost reimbursements to MPC; • our debt service requirements and other liabilities; • fluctuations in our working capital needs; • our ability to borrow funds and access capital markets; • restrictions in our joint venture agreements or agreements governing our debt; • the level and timing of capital expenditures we make, including capital expenditures incurred in connection with our enhancement projects; • the cost of acquisitions, if any; and • the amount of cash reserves established by our general partner in its discretion, which may increase in the future and which may in turn further reduce the amount of cash available for distribution.
In addition, the actual amount of cash available for distribution also depends on other factors, some of which are beyond our control, including: • the amount of our operating expenses and general and administrative expenses, including cost reimbursements to MPC; • our debt service requirements and other liabilities; • fluctuations in our working capital needs; • our ability to borrow funds and access capital markets; • restrictions in our joint venture agreements or agreements governing our debt; • the level and timing of capital expenditures we make, including capital expenditures incurred in connection with our growth projects; • the cost of acquisitions, if any; and • the amount of cash reserves established by our general partner in its discretion, which may increase in the future and which may in turn further reduce the amount of cash available for distribution. 25 Table of Contents Furthermore, the amount of cash we have available for distribution depends primarily on our cash flow and not solely on profitability, which is affected by non-cash items.
As of February 23, 2024, our general partner and its affiliates owned approximately 64 percent of the outstanding common units (excluding common units held by officers and directors of our general partner and MPC).
As of February 21, 2025, our general partner and its affiliates owned approximately 63 percent of the outstanding common units (excluding common units held by officers and directors of our general partner and MPC).
We rely on such systems to process, transmit and store electronic information, including financial records and personally identifiable information such as employee, customer and investor data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, financial transactions, banking and numerous other processes and transactions.
We rely on such systems to process, transmit and store electronic 23 Table of Contents information, including financial records and regulated personal data, and to manage or support a variety of business processes, including our supply chain, pipeline operations, gathering and processing operations, financial transactions, banking and numerous other processes and transactions.
We may be required to install additional facilities, incur additional capital and operating expenditures, or experience interruptions in or impairments of our operations to the extent that the facilities are not designed or installed correctly.
We may be required to install additional facilities, incur additional capital and operating expenditures, or experience interruptions in or impairments of our operations to the extent that the facilities are not designed or installed correctly. Increasing attention to environmental, social and governance matters may impact our business and financial results.
As a result, unitholders may be subject to limitation on their ability to deduct interest expense incurred by us. 36 Table of Contents If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
Additionally, some third parties’ obligations under their agreements with us may be permanently or temporarily reduced due to certain events, some of which are beyond our control, including force majeure events wherein the supply of natural gas, NGLs, crude oil or refined products are curtailed or cut-off due to events outside our control, and in some cases, certain of those agreements may be terminated in their entirety if the duration of such events exceeds a specified period of time.
Additionally, some third parties’ obligations under their agreements with us may be permanently or temporarily reduced due to certain events, some of which are beyond our control, including force majeure events wherein the supply of natural gas, NGLs, crude oil or refined products are curtailed or cut-off due to events outside our control, and in some cases, certain of those agreements may be terminated in their entirety if the duration of such events exceeds a specified period of time. 22 Table of Contents If the escalation of fees is insufficient to cover increased costs, or if third parties do not renew or extend their contracts with us, or if third parties suspend or terminate their contracts with us, our financial results would suffer.
A unitholder whose common units are the subject of a securities loan (i) may be considered as having disposed of the loaned common units, (ii) may no longer be treated for tax purposes as a partner with respect to those common units during the period of the loan to the short seller and (iii) may recognize gain or loss from such disposition.
A unitholder whose common units are the subject of a securities loan (i) may be considered as having disposed of the loaned common units, (ii) may no longer be treated for tax purposes as a partner with respect to those common units during the period of the loan to the short seller and (iii) may recognize gain or loss from such disposition. 34 Table of Contents Moreover, during the period of the loan, any of our income, gain, loss or deduction with respect to those common units may not be reportable by the unitholder and any distributions received by the unitholder as to those common units could be fully taxable as ordinary income.
In such event, we may 22 Table of Contents be required to temporarily utilize third-party facilities to offload oil, natural gas, NGLs or refined products, which may increase our operating costs and reduce our cash available for distribution.
Alternatively, oil, natural gas, NGL or refined product supplies committed to facilities under construction may be delivered prior to completion of such facilities. In such event, we may be required to temporarily utilize third-party facilities to offload oil, natural gas, NGLs or refined products, which may increase our operating costs and reduce our cash available for distribution.
If one or more credit rating agencies were to downgrade the outstanding indebtedness of us or MPC, we could experience an increase in our borrowing costs or difficulty accessing the capital markets. Such a development could adversely affect our ability to grow our business and to make distributions to our unitholders.
If one or more credit rating agencies were to downgrade the outstanding indebtedness of us or MPC, we could experience an increase in our borrowing costs or difficulty accessing the capital markets.
Uninsured liabilities arising from operating hazards such as explosions, fires, pipeline releases, cybersecurity breaches or other incidents involving our assets or operations can reduce the funds available to us for capital and investment spending and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Uninsured liabilities arising from operating hazards such as explosions, fires, pipeline releases, cybersecurity breaches or other incidents involving our assets or operations can reduce the funds available to us for capital and investment spending and could have a material adverse effect on our business, financial condition, results of operations and cash flows. 26 Table of Contents Historically, we also have maintained insurance coverage for physical damage and resulting business interruption to our major facilities, with significant self-insured retentions.
Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business.
Unitholders have very limited voting rights and, even if they are dissatisfied, they have limited ability to remove our general partner without its consent. Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business.
As a result, unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of such units. A unitholder’s liability may not be limited if a court finds that unitholder action constitutes control of our business.
As a result, unitholders may be 38 Table of Contents required to sell their common units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of such units.
Any of such results could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. Our investments in joint ventures could be adversely affected by our reliance on our joint venture partners and their financial condition, and our joint venture partners may have interests or goals that are inconsistent with ours.
Our investments in joint ventures could be adversely affected by our reliance on our joint venture partners and their financial condition, and our joint venture partners may have interests or goals that are inconsistent with ours.
Credit rating agencies will likely consider MPC’s debt ratings when assigning ours because of MPC’s ownership interest in us, the 33 Table of Contents significant commercial relationships between MPC and us, and our reliance on MPC for a portion of our revenues.
If these ratings are lowered in the future, the interest rate and fees MPC pays on its credit facilities may increase. Credit rating agencies will likely consider MPC’s debt ratings when assigning ours because of MPC’s ownership interest in us, the significant commercial relationships between MPC and us, and our reliance on MPC for a portion of our revenues.
Such impacts could adversely impact our ability to execute our long-term organic growth projects, satisfy our obligations to our customers, and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments.
Such impacts could adversely impact our ability to execute our long-term organic growth projects, satisfy our obligations to our customers, and make distributions to unitholders at intended levels, and may also result in non-cash impairments of long-lived assets or goodwill or other-than-temporary non-cash impairments of our equity method investments. 21 Table of Contents We may not always be able to accurately estimate expected production volumes of our producer customers; therefore, volumes we service in the future could be less than we anticipate.
Large capital projects may be subject to delays, can take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns.
Our operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment. Large capital projects may be subject to delays, can take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns.
If we are unable to find economically viable, as well as publicly acceptable, solutions that reduce our GHG emissions, reduce GHG intensity for new and existing projects, increase our non-fossil fuel product portfolio, and/or address other ESG-related stakeholder concerns, we could experience additional costs or financial penalties, delayed or cancelled projects, or adverse unit price impacts, which could have a material and adverse effect on our business and results of operations.
If we are unable to find economically viable, as well as publicly acceptable, solutions that reduce our GHG emissions, reduce GHG intensity for new and existing projects, increase our non-fossil fuel product portfolio, and/or address other ESG-related stakeholder concerns, our business and results of operations could be materially and adversely affected.
Furthermore, a tax-exempt entity’s gain on sale of common units may be treated, at least in part, as unrelated business taxable income. Tax-exempt entities should consult their tax advisor before investing in our common units. Non-U.S. unitholders will be subject to United States taxes and withholding with respect to their income and gain from owning our units.
Tax-exempt entities should consult their tax advisor before investing in our common units. 33 Table of Contents Non-U.S. unitholders will be subject to United States taxes and withholding with respect to their income and gain from owning our units.
Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems. We and our third-party vendors and service providers have been and may in the future be subject to cybersecurity events of varying degrees.
Our cybersecurity and infrastructure protection technologies, disaster recovery plans and systems, employee training and vendor risk management may not be sufficient to defend us against all unauthorized attempts to access our information or impact our systems.
Tax Risks Our tax treatment depends on our status as a partnership for federal income tax purposes as well as our not being subject to a material amount of entity level taxation by individual states.
Such a development could adversely affect our ability to grow our business and to make distributions to our unitholders. 32 Table of Contents Tax Risks Our tax treatment depends on our status as a partnership for federal income tax purposes as well as our not being subject to a material amount of entity level taxation by individual states.
For instance, if we build a new pipeline, the construction will occur over an extended period of time and we may not receive any material increases in revenues until after completion of the project, if at all. Any one or more of these factors could have a significant impact on our ongoing capital projects.
Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project. For instance, if we build a new pipeline, the construction will occur over an extended period of time and we may not receive any material increases in revenues until after completion of the project, if at all.
Future environmental laws and regulations may impact our current business plans and reduce demand for our products and services. Our business is subject to numerous environmental laws and regulations. These laws and regulations continue to increase in both number and complexity and affect our business.
Our business is subject to numerous environmental laws and regulations. These laws and regulations continue to increase in both number and complexity and affect our business.
We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations.
In the future, we may not be able to maintain insurance of the types and amounts we desire at reasonable rates. We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations.
The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some jurisdictions.
Our partnership is organized under Delaware law, and we conduct business in a number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some jurisdictions.
To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows. 25 Table of Contents Financial Risks We may not have sufficient cash from operations after the establishment of cash reserves and payment of our expenses, including cost reimbursements to MPC and its affiliates, to enable us to pay the intended quarterly distribution to our unitholders.
To the extent such severe weather events or other climate conditions increase in frequency and severity, we may be required to modify operations and incur costs that could materially and adversely affect our business, financial condition, results of operations and cash flows.
Furthermore, we may have only limited oil, natural gas, NGL or refined product supplies committed to any new facility prior to its construction. We may construct facilities to capture anticipated future growth in production or satisfy anticipated market demand which does not materialize, the facilities may not operate as planned, or the facilities may be underutilized.
We may construct facilities to capture anticipated future growth in production or satisfy anticipated market demand which does not materialize, the facilities may not operate as planned, or the facilities may be underutilized.
In any proceeding brought by or on behalf of any limited partner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
In any proceeding brought by or on behalf of any limited partner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. By purchasing a common unit, a unitholder is treated as having consented to the provisions in our Partnership Agreement, including the provisions discussed above.
For example, in 2021, MPC’s Galveston Bay refinery was adversely affected by Winter Storm Uri and MPC’s Garyville refinery was adversely affected by Hurricane Ida. The occurrence of these and similar events have had, and may in the future have, an adverse effect on our assets and operations.
For example, in 2024, our Tampa Terminal and other logistics assets were adversely affected by hurricanes. The occurrence of these and similar events have had, and may in the future have, an adverse effect on our assets and operations.
These and other cybersecurity threats may originate with criminal attackers, advanced persistent threats and nation-state actors, state-sponsored actors, or employee error or malfeasance.
These and other cybersecurity threats may originate with criminal attackers, advanced persistent threats and nation-state actors, state-sponsored actors, or employee error or malfeasance. Cybersecurity threat actors also may attempt to exploit vulnerabilities in software, including software commonly used by companies in cloud-based services and bundled software.
The lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. Similar lawsuits may be filed in other jurisdictions. Additionally, private plaintiffs and government parties have undertaken efforts to shut down energy assets by challenging operating permits, the validity of easements or the compliance with easement conditions.
Additionally, private plaintiffs and government parties have undertaken efforts to shut down energy assets by challenging operating permits, the validity of easements or the compliance with easement conditions.
The incurrence of additional commercial borrowings or other debt to finance our growth strategy would result in increased interest expense, which, in turn, may reduce the amount of cash available to distribute to our unitholders.
The incurrence of additional commercial borrowings or other debt to finance our growth strategy would result in increased interest expense, which, in turn, may reduce the amount of cash available to distribute to our unitholders. 36 Table of Contents Our Partnership Agreement replaces our general partner’s fiduciary duties to holders of our common units with contractual standards governing its duties and restricts the remedies available to unitholders for actions taken by our general partner.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeMPC manages third-party service provider cybersecurity risks through contract management, evaluation of applicable security control assessments, and third party risk assessment processes. As of February 28, 2024, we do not believe that any past cybersecurity incidents have had, or are reasonably likely to have, a material adverse effect on the company, including our business, operations or financial condition.
Biggest changeAs of February 27, 2025, we do not believe that any risks from cybersecurity threats, including as a result of past cybersecurity incidents have had, or are reasonably likely to have, a material adverse effect on the Partnership, including our business strategy, results of operations or financial condition.
MPC’s CISO is responsible for the cybersecurity program which is comprised of Cybersecurity GRC (Governance, Risk & Compliance), Cybersecurity Architecture, Operations & Engineering, and a Cyber Fusion Center that includes Threat Intelligence, Vulnerability Management, & Incident Response.
MPC’s CISO is responsible for implementing the cybersecurity program which is comprised of Cybersecurity GRC (Governance, Risk & Compliance), Cybersecurity Architecture, Engineering & Operations, and a Cyber Fusion Center that includes Threat Intelligence, Vulnerability Management, & Incident Response.
MPLX GP’s management team through consultation with MPC’s Senior Vice President and Chief Digital Officer (“CDO”), Vice President and Chief Information Security Officer (“CISO”) and the MPLX GP Audit Committee of the MPLX GP Board use the information gathered from these sources to inform long-term cybersecurity investments and strategies which seek to identify, protect, detect, respond and recover from cybersecurity incidents.
MPLX GP’s management team, through consultation with MPC’s Senior Vice President and Chief Digital Officer (“CDO”), Vice President and Chief Information Security Officer (“CISO”), and the MPLX GP Audit Committee of the MPLX GP Board, use the information gathered from these sources to inform long-term cybersecurity investments and strategies which seek to identify cybersecurity threats and protect against, detect, respond to and recover from cybersecurity incidents.
Our general partner has the sole responsibility for providing the employees and other personnel necessary to conduct our operations, including processes for the assessment, identification and management of material risks from cybersecurity threats.
Our general partner has the sole responsibility for providing the employees and other personnel 39 Table of Contents necessary to conduct our operations, including processes for the assessment, identification and management of material risks from cybersecurity threats.
However, there can be no assurance that MPC’s cybersecurity processes will prevent or mitigate cybersecurity incidents or threats and that efforts will always be successful. It is possible that these events may occur and could have a material adverse effect on our business, operations or financial condition.
However, there can be no assurance that MPC’s cybersecurity processes will prevent or mitigate cybersecurity incidents or threats and that efforts will always be successful. It is possible that cybersecurity incidents may occur and could have a material adverse effect on our business strategy, results of operations, or financial condition.
These enterprise-wide processes are based upon policies, practices and standards that guide MPC on identifying, assessing and managing material cybersecurity risks and include, but are not limited to: • placing security limits on physical and network access to our information technology (“IT”) and operating technology (“OT”) systems; • employing internal IT and OT controls designed to detect cybersecurity threats by collecting and analyzing data in MPC’s centralized cybersecurity operations center; • utilizing layers of defensive methodologies designed to facilitate cyber resilience, minimize attack surfaces and provide flexibility and scalability in MPC’s ability to address cybersecurity risks and threats; • providing cybersecurity threat and awareness training to employees and contractors; • limiting remote network access to our IT and OT network environments; and • assessing our cybersecurity resiliency through various methods, including penetration testing, tabletop exercises with varying scenarios and participants ranging from individuals on our operations teams to executive leadership, and analyzing our corporate cybersecurity incident response plan. 41 Table of Contents MPC applies an enterprise risk management (“ERM”) methodology as established and led by the MPC and MPLX GP executive leadership team to identify, assess and manage enterprise-level risks.
These enterprise-wide processes are based upon policies, practices and standards that guide MPC on identifying, assessing, and managing material cybersecurity risks and include, but are not limited to: • placing security limits on physical and network access to our information technology (“IT”) and operating technology (“OT”) systems; • employing internal IT and OT controls designed to detect cybersecurity threats by collecting and analyzing data in MPC’s centralized cybersecurity operations center; • utilizing layers of defensive methodologies designed to facilitate cyber resilience, minimize attack surfaces, and provide flexibility and scalability in MPC’s ability to address cybersecurity risks and threats; • providing cybersecurity threat and awareness training to employees and contractors; • limiting remote network access to our IT and OT network environments; and • assessing our cybersecurity resiliency through various methods, including penetration testing, tabletop exercises with varying scenarios and participants ranging from individuals on our operations teams to executive leadership, and analyzing our corporate cybersecurity incident response plan.
MPC’s cybersecurity risk program directly integrates and is intended to align with MPC’s governing ERM program. MPC engages with external resources to contribute to and provide independent evaluation of MPC’s cybersecurity practices, including a periodical assessment of our cybersecurity program performed by a third party.
MPC engages with external resources to contribute to and provide independent evaluation of its cybersecurity practices, including a periodic assessment of its cybersecurity program that is performed by a third party.
MPC’s CISO has 30 years of experience in the oil and gas industry and has held various leadership and strategic roles across IT, software R&D and marketing.
MPC’s CISO has more than 30 years of experience in the oil and gas industry and has held various leadership and strategic roles across IT, software R&D and marketing, including collectively serving as a chief information security officer for seven years at two publicly traded companies.
The MPC CDO and CISO provides regular cybersecurity briefings to the MPLX GP Board of Directors and the MPLX GP Audit Committee as needed, with a minimum of two briefings per year. The MPLX GP Audit Committee further reviews and provides input on our cybersecurity and information security strategy.
The MPC CDO and CISO are responsible for managing risks from cybersecurity threats. The CDO and CISO provide regular cybersecurity briefings to the MPLX GP Board of Directors including the MPLX GP Audit Committee, with a minimum of two briefings per year and additional briefings as needed.
Added
MPC applies an enterprise risk management (“ERM”) methodology as established and led by the MPC and MPLX GP executive leadership team and overseen by the Board to identify, assess, and manage enterprise-level risks. MPC’s cybersecurity risk program directly integrates and is intended to align with MPC’s governing ERM program.
Added
The information systems, data, assets, infrastructure, and computing environments of MPC’s third-party service providers are also at risk of cybersecurity incidents. MPC manages third-party service provider cybersecurity risks through contract management, evaluation of applicable security control assessments, and third-party risk assessment processes.
Added
The MPLX GP Audit Committee also has direct access to the CDO and CISO and their management teams for other updates on cybersecurity and information security strategy throughout the year. Additionally, the CDO and CISO, from time to time, meet with members of management to discuss cybersecurity risks, strategy, and threats.
Added
Its CISO also holds an Executive 40 Table of Contents Master in Cybersecurity degree, a Master of Computer Science degree, and undergraduate degrees in both computer science and mathematics.
Added
Prior to joining MPC in 2021, its CDO was employed by General Electric Company (“GE”) and its subsidiary companies for over 20 years, holding several executive IT leadership roles with increasing responsibility.
Added
He was then named Senior Vice President and Chief Information Officer of Services for parent company GE in 2017 and was later named the Vice President and Chief Information Officer of GE Healthcare. MPC’s CDO holds a Bachelor’s degree in Business Administration, Management and Information Systems. 41 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

32 edited+7 added−6 removed10 unchanged
Biggest changeNGL Pipelines Region Diameter Length (miles) Marcellus Operations 4" - 20" 448 Utica Operations 4" - 20" 178 Southern Appalachia Operations 6" - 8" 140 Southwest Operations 6" - 10" 28 Bakken Operations 6" - 12" 104 Rockies Operations 4" - 10" 36 Title to Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained.
Biggest changeNGL Pipelines Region Diameter Length (miles) Throughput (1) (mbpd) Marcellus Operations 6" - 20" 443 431 Utica Operations 4" - 20" 185 52 Southwest Operations (2) 6" - 16" 137 148 Southern Appalachia Operations 6" - 8" 140 12 Bakken Operations 6" - 12" 104 20 Rockies Operations 4" - 8" 36 5 Total NGL Pipelines 1,045 668 (1) NGL throughput is a weighted average for days in operation.
Our major crude oil pipelines are connected to these supply hubs and transport crude oil to refineries owned by MPC and third parties. Our pipelines are strategically positioned to supply feedstocks to MPC refineries and transport products from certain MPC refineries to MPC and MPLX operations, as well as those of third parties.
Our major crude oil pipelines are connected to these supply hubs and transport crude oil to refineries owned by MPC and third parties. Our products pipelines are strategically positioned to transport products from certain MPC refineries to MPC and MPLX operations, as well as those of third parties.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (2) Includes 102 MMcf/d of volumes gathered for third parties by our operated joint venture Rendezvous Gas Services, L.L.C. (“RGS”). Excludes RGS gathering capacity of 1,032 MMcf/d and volumes gathered by RGS which generally interconnect with our owned Rockies region gathering systems.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (2) Includes 47 MMcf/d of volumes gathered for third parties by our operated joint venture Rendezvous Gas Services, L.L.C. (“RGS”). Excludes RGS gathering capacity of 1,032 MMcf/d and volumes gathered by RGS which generally interconnect with our owned Rockies region gathering systems.
See Item 8. Financial Statements and Supplementary Data – Note 20, for additional information regarding our leases. MPC indemnifies us for certain title defects and for failures to obtain certain consents and permits necessary to conduct our business with respect to the assets contributed to us by MPC.
See Item 8. Financial Statements and Supplementary Data – Note 21, for additional information regarding our leases. MPC indemnifies us for certain title defects and for failures to obtain certain consents and permits necessary to conduct our business with respect to the assets contributed to us by MPC.
Actual throughput of 159 MMcf/d representing our share of processed volumes is also included and used to compute the utilization presented above. (3) Includes volumes processed at third-party facilities in the Bakken.
Actual throughput of 118 MMcf/d representing our share of processed volumes is also included and used to compute the utilization presented above. (3) Includes volumes processed at third-party facilities in the Bakken.
Marine Vessels Number of Boats and Barges Capacity (mbbls) Inland tank barges 305 8,123 Inland towboats 29 N/A Our fleet of boats and barges transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks to and from refineries and terminals owned by MPC in the Mid-Continent and Gulf Coast regions.
Marine Vessels Number of Boats and Barges Capacity (mbbls) Inland tank barges 319 8,568 Inland towboats 29 N/A Our fleet of boats and barges transport light products, heavy oils, crude oil, renewable fuels, chemicals and feedstocks to and from refineries and terminals owned by MPC in the Mid-Continent and Gulf Coast regions.
These assets each currently have associated service agreements with MPC or third parties. 45 Table of Contents GATHERING AND PROCESSING The following tables set forth certain information relating to our consolidated and operated joint venture gas processing facilities, fractionation facilities, natural gas gathering systems, NGL pipelines and natural gas pipelines as of and for the year ended December 31, 2023.
These assets each currently have associated service agreements with MPC or third parties. 44 Table of Contents NATURAL GAS AND NGL SERVICES The following tables set forth certain information relating to our consolidated and operated joint venture natural gas gathering systems, gas processing facilities, fractionation facilities and NGL pipelines as of and for the year ended December 31, 2024.
(2) This terminal is accounted for as an equity method investment. Marine Assets The following table sets forth certain information regarding our marine assets in operation as of December 31, 2023. The marine business currently has an associated transportation service agreement with MPC.
(2) This terminal is accounted for as an equity method investment. Marine Assets The following table sets forth certain information regarding our marine assets in operation as of December 31, 2024. The marine business currently has associated transportation service agreements with MPC.
We believe that none of these burdens should materially detract from the value of these properties or from our interest in these properties or should materially interfere with their use in the operation of our business. 47 Table of Contents
We believe that none of these burdens should materially detract from the value of these properties or from our interest in these properties or should materially interfere with their use in the operation of our business.
As of December 31, 2023, in addition to the storage tanks at MPC’s refineries, we operated 32 tank farms, including one leased tank farm, with total available storage capacity of 33,452 mbbls.
As of December 31, 2024, in addition to the storage tanks at MPC’s refineries, we operated 32 tank farms, including one leased tank farm, with total available storage capacity of 33,718 mbbls.
Diameter Length (miles) Ownership Percentage Crude Systems: MarEn Bakken Company LLC (1) 30" 1,916 25% Minnesota Pipe Line Company LLC 16" - 24" 975 17% W2W Holdings LLC (2) 24” - 36” 652 50% Illinois Extension Pipeline Company LLC 24" 168 35% Andeavor Logistics Rio Pipeline LLC 12" 119 67% LOCAP LLC 48" 57 59% LOOP LLC (3) 48" 48 41% Refined Product Systems: Explorer Pipeline Company 10" - 28" 1,872 25% Natural Gas and NGL Systems: Whistler Pipeline LLC (4) 36" - 42" 498 38% BANGL LLC (5) 12" - 24" 109 25% (1) The investment in MarEn Bakken Company LLC includes our 9.19 percent indirect interest in a joint venture that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”).
Diameter Length (miles) Ownership Percentage Crude Systems: MarEn Bakken Company LLC (1) 30" 1,916 25% Minnesota Pipe Line Company LLC 16" - 24" 975 17% W2W Holdings LLC (2) 24” - 36” 652 50% Illinois Extension Pipeline Company LLC 24" 168 35% Andeavor Logistics Rio Pipeline LLC 12" 119 67% LOCAP LLC 48" 57 59% LOOP LLC (3) 48" 48 41% Refined Product Systems: Explorer Pipeline Company 10" - 28" 1,872 25% (1) The investment in MarEn Bakken Company LLC includes our 9.19 percent indirect interest in a joint venture that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”).
Diameter Length (miles) Crude Systems (1) 2" - 42" 5,159 Refined Product Systems (2) 4" - 36" 3,788 (1) Includes approximately 16 miles of pipeline leased from third parties and 1,192 miles of inactive pipeline.
Diameter Length (miles) Crude Systems (1) 2" - 42" 5,172 Refined Product Systems (2) 4" - 36" 3,787 (1) Includes approximately 16 miles of pipeline leased from third parties and 1,207 miles of inactive pipeline.
Our crude oil pipeline and related assets are strategically positioned to support diverse and flexible crude oil supply options for MPC’s refineries, which receive imported and domestic crude oil through a variety of sources.
Item 2. Properties CRUDE OIL AND PRODUCTS LOGISTICS Crude Oil and Refined Product Pipelines Our crude oil pipeline and related assets are strategically positioned to support diverse and flexible crude oil supply options for MPC’s refineries, which receive imported and domestic crude oil through a variety of sources.
Fractionation Facilities Region Design Throughput Capacity (mbpd) NGL Throughput (1) (mbpd) Utilization of Design Capacity (1) Marcellus Operations (2)(3) 413 323 78 % Utica Operations (2)(3)(4) — — — % Southern Appalachia Operations (2)(5) 24 11 46 % Bakken Operations 33 20 61 % Rockies Operations 5 3 60 % Total C3+ Fractionation 475 357 75 % (1) NGL throughput is a weighted average for days in operation.
Fractionation Facilities Region Design Throughput Capacity (mbpd) NGL Throughput (1) (mbpd) Utilization of Design Capacity (1) Marcellus Operations (2)(3) 413 336 81 % Utica Operations (2)(3)(4) — — — % Southern Appalachia Operations (2)(5) 24 12 50 % Bakken Operations 33 20 61 % Rockies Operations 5 5 100 % Total C3+ Fractionation 475 373 78 % (1) NGL throughput is a weighted average for days in operation.
Substantially all of our pipelines are constructed on rights-of-way granted by the apparent record owners of the property. In many instances, lands over which pipeline rights-of-way have been obtained may be subject to prior liens that have not been subordinated to the right-of-way grants, as well as potential conflicts with other mineral or surface use owners.
In many instances, lands over which pipeline rights-of-way have been obtained may be subject to prior liens that have not been subordinated to the right-of-way grants, as well as potential conflicts with other mineral or surface use owners.
Other L&S Assets MPLX owns and operates various other midstream assets, including 31 barge docks with a total capacity of 4,859 mbpd and 8 storage caverns with a storage commitment of 3,632 mbbls.
Other Crude Oil and Products Logistics Assets MPLX owns and operates various other midstream assets, including 31 barge docks with a total capacity of 4,893 mbpd and 8 storage caverns with a storage capacity of 3,632 mbbls.
Owned and Operated Terminals (1) Number of Terminals Tank Shell Capacity (mbbls) Number of Tanks Refined Product Terminals: Alabama 2 443 16 Alaska 3 1,540 35 California 8 3,484 67 Florida 3 2,265 48 Georgia 4 982 30 Idaho 3 999 49 Illinois 2 562 15 Indiana 7 3,770 68 Kentucky 6 2,587 56 Louisiana 2 5,469 53 Michigan 8 2,440 73 Minnesota 1 13 5 New Mexico 2 470 21 North Carolina 3 1,343 26 North Dakota 1 — — Ohio 12 3,144 99 Pennsylvania 1 390 12 South Carolina 1 371 8 Tennessee 4 1,149 30 Texas 1 76 15 Utah 1 21 2 Washington 4 920 25 West Virginia 2 1,564 24 Total Refined Product Terminals 81 34,002 777 Asphalt Terminals: Arizona 3 556 60 Minnesota 1 — — Nevada (2) 1 283 19 New Mexico 1 38 9 Texas 1 197 20 Total Asphalt Terminals 7 1,074 108 Total Terminals 88 35,076 885 (1) MPLX also has partial ownership interest in one terminal with a tank shell capacity of 415 mbbls, of which MPLX is not the operator.
Owned and Operated Terminals Number of Terminals Tank Shell Capacity (mbbls) Number of Tanks Refined Product Terminals: Alabama 2 443 16 Alaska 3 1,540 35 California 8 3,472 56 Florida 3 2,265 48 Georgia 4 952 29 Idaho 3 1,020 51 Illinois 2 562 15 Indiana 7 3,770 68 Kentucky 6 2,587 56 Louisiana 2 5,469 53 Michigan 8 2,440 73 Minnesota 1 13 5 New Mexico 2 467 20 North Carolina (1) 3 1,343 26 North Dakota 1 — — Ohio 12 3,144 100 Pennsylvania 1 390 12 South Carolina 1 371 8 Tennessee 4 1,148 30 Texas 1 76 15 Utah 1 21 2 Washington 4 920 25 West Virginia 2 1,564 24 Total Refined Product Terminals 81 33,977 767 Asphalt Terminals: Arizona 3 552 52 Minnesota 1 — — Nevada (2) 1 274 19 New Mexico 1 36 6 Texas 1 206 22 Total Asphalt Terminals 7 1,068 99 Total Terminals 88 35,045 866 (1) MPLX also has partial ownership interest in one terminal with a tank shell capacity of 415 mbbls, of which MPLX is not the operator.
Our refined product pipelines are integrated with MPC’s and MPLX’s expansive network of refined product terminals, which support MPC’s integrated business. 43 Table of Contents Terminal Assets The following table sets forth certain information regarding our owned and operated terminals as of December 31, 2023.
Our product pipelines are integrated with MPC’s and MPLX’s expansive network of refined product terminals, which support MPC’s integrated business. The following table sets forth information regarding our crude oil and refined product pipeline systems as of December 31, 2024.
Some of the leases, easements, rights-of-way, permits, licenses and franchise ordinances that were transferred to us required the consent of the then-current landowner to transfer these rights, which in some instances was a governmental entity. We believe that we have obtained sufficient third-party consents, permits and authorizations for the transfer of the assets necessary for us to operate our business.
Some of the leases, easements, rights-of-way, permits, licenses and franchise ordinances that were transferred to us required the consent of the then-current landowner to transfer these rights, which in some instances was a governmental entity.
(4) We operate a condensate stabilization facility with a capacity of 23 mbpd and 77 thousand barrels of condensate storage that is owned by a joint venture in which we have a 62 percent ownership interest. Actual NGL throughput at this facility was 13 mbpd for the year ended December 31, 2023.
(4) We operate a condensate stabilization facility with a capacity of 23 mbpd and 77 thousand barrels of condensate storage. Actual NGL throughput at this facility was 13 mbpd for the year ended December 31, 2024.
MPC Refining Logistics Assets Tank Capacity (mbbls) Galveston Bay, Texas City, Texas 18,977 Garyville, Louisiana 16,466 Los Angeles, California 14,242 Robinson, Illinois 6,913 Anacortes, Washington 5,448 Catlettsburg, Kentucky 5,098 Detroit, Michigan 5,006 El Paso, Texas 5,084 St.
Each of the following assets are currently included in storage services agreements with MPC. MPC Refining Logistics Assets Tank Capacity (mbbls) Galveston Bay, Texas City, Texas 19,287 Garyville, Louisiana 16,481 Los Angeles, California 14,242 Robinson, Illinois 6,888 Anacortes, Washington 5,448 Catlettsburg, Kentucky 5,091 El Paso, Texas 5,084 Detroit, Michigan 5,019 St.
We also have a marine repair facility (“MRF”), which is a full-service marine shipyard, located on the Ohio River, adjacent to MPC’s Catlettsburg, Kentucky refinery. 44 Table of Contents The MRF is responsible for the preventive routine and unplanned maintenance of towing vessels, barges and local terminal facilities.
We also have a marine repair facility (“MRF”), which is a full-service marine shipyard, located on the Ohio River, adjacent to MPC’s Catlettsburg, Kentucky refinery.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (2) Certain complexes have above-ground NGL storage with a usable capacity of 1,334 thousand barrels.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. (2) Certain complexes have above-ground NGL storage with a usable capacity of 1,333 thousand barrels. (3) Entities within the Marcellus and Utica Operations jointly own the Hopedale fractionation complex. Hopedale throughput is included in the Marcellus Operations totals for purposes of utilization calculations.
Refining Logistics Assets The following table outlines the tankage owned by us, serving MPC’s refineries as of December 31, 2023. We also own and operate rail and truck racks and docks at certain of these refineries. Each of the following assets are currently included in storage services agreements with MPC.
The MRF is responsible for the preventive routine and unplanned maintenance of towboats, barges and local terminal facilities. 43 Table of Contents Refining Logistics Assets The following table outlines the tankage owned by us, serving MPC’s refineries as of December 31, 2024. We also own and operate rail and truck racks and docks at certain of these refineries.
(2) Includes approximately 2 miles of pipeline leased from third parties, 201 miles of inactive refined product pipeline, 87 miles in which we have partial ownership of 65 percent and 17 miles in which we have partial ownership of 50 percent. 42 Table of Contents The following table sets forth information regarding the pipeline systems which we have an interest in through ownership of our equity method investments as of December 31, 2023.
(2) Includes approximately 2 miles of pipeline leased from third parties, 197 miles of inactive refined product pipeline, 87 miles in which we have partial ownership of 65 percent and 17 miles in which we have partial ownership of 50 percent.
Gas Processing Complexes Region Design Throughput Capacity (MMcf/d) Natural Gas Throughput (1) (MMcf/d) Utilization of Design Capacity (1) Marcellus Operations 6,320 5,773 91 % Utica Operations 1,325 564 43 % Southwest Operations (2) 2,545 1,772 70 % Southern Appalachia Operations 495 216 44 % Bakken Operations (3) 185 163 88 % Rockies Operations 1,177 483 41 % Total Gas Processing 12,047 8,971 74 % (1) Natural gas throughput is a weighted average for days in operation.
Gas Processing Complexes Region Design Throughput Capacity (MMcf/d) Natural Gas Throughput (1) (MMcf/d) Utilization of Design Capacity (1) Marcellus Operations 6,520 5,974 92 % Utica Operations 1,325 832 63 % Southwest Operations (2) 2,745 1,844 70 % Southern Appalachia Operations 425 215 51 % Bakken Operations (3) 185 182 98 % Rockies Operations 1,177 616 52 % Total Gas Processing 12,377 9,663 79 % (1) Natural gas throughput is a weighted average for days in operation.
De-ethanization Facilities Region Design Throughput Capacity (mbpd) NGL Throughput (1) (mbpd) Utilization of Design Capacity (1) Marcellus Operations 309 233 75 % Utica Operations 40 7 18 % Rockies Operations 5 — — % Total De-ethanization 354 240 68 % (1) NGL throughput is a weighted average for days in operation.
(5) This region includes complexes with both above-ground, pressurized NGL storage facilities, with usable capacity of 48 thousand barrels, and underground storage facilities, with usable capacity of 238 thousand barrels. 45 Table of Contents De-ethanization Facilities Region Design Throughput Capacity (mbpd) NGL Throughput (1) (mbpd) Utilization of Design Capacity (1) Marcellus Operations 309 265 86 % Utica Operations 40 16 40 % Rockies Operations 5 — — % Total De-ethanization 354 281 80 % (1) NGL throughput is a weighted average for days in operation.
MPLX owns refining logistics assets with 5,977 mbbls of storage capacity associated with the facility, and has entered into terminalling and storage service agreements with the joint venture and its partners to provide services for the facility.
Paul Park, Minnesota 3,983 Kenai, Alaska 3,488 Mandan, North Dakota 3,180 Canton, Ohio 2,687 Salt Lake City, Utah 2,139 Total 93,017 Additionally, MPLX owns refining logistics assets at MPC’s Martinez Renewable Fuels joint venture with 5,914 mbbls of associated storage capacity, and has entered into terminalling and storage service agreements with the joint venture and its partners to provide services for the facility.
The utilization of design capacity has been calculated using the weighted average design throughput capacity. 46 Table of Contents Natural Gas Gathering Systems Region Design Throughput Capacity (MMcf/d) Natural Gas Throughput (1) (MMcf/d) Utilization of Design Capacity (1) Marcellus Operations 1,622 1,389 88 % Utica Operations 3,183 2,338 73 % Southwest Operations 2,980 1,772 59 % Bakken Operations 239 165 69 % Rockies Operations (2) 1,637 593 36 % Total Natural Gas Gathering 9,661 6,257 65 % (1) Natural gas throughput is a weighted average for days in operation.
Natural Gas Gathering Systems Region Design Throughput Capacity (MMcf/d) Natural Gas Throughput (1) (MMcf/d) Utilization of Design Capacity (1) Marcellus Operations 1,622 1,521 94 % Utica Operations 3,903 2,544 68 % Southwest Operations 3,180 1,698 55 % Bakken Operations 239 183 77 % Rockies Operations (2) 1,299 633 49 % Total Natural Gas Gathering 10,243 6,579 66 % (1) Natural gas throughput is a weighted average for days in operation.
We also believe we have satisfactory title or other right to our material land assets.
We believe that we have obtained sufficient third-party consents, permits and authorizations for the transfer of the assets necessary 46 Table of Contents for us to operate our business. We also believe we have satisfactory title or other right to our material land assets.
(2) The investment in W2W Holdings LLC includes our 15 percent indirect interest in a joint venture that has partial ownership of the Wink to Webster pipeline system. (3) LOOP LLC also includes the Louisiana Offshore Oil Port, a deepwater offloading oil port in the Gulf of Mexico, as well as temporary crude oil storage.
(2) The investment in W2W Holdings LLC includes our 16 percent indirect interest in Wink to Webster Pipeline LLC.
Item 2. Properties LOGISTICS AND STORAGE Crude Oil and Refined Product Pipelines The following table sets forth information regarding our crude oil and refined product pipeline systems as of December 31, 2023.
The following table sets forth information regarding the pipeline systems which we have an interest in through ownership of our equity method investments as of December 31, 2024.
Removed
(4) Whistler Pipeline LLC also owns a 50 percent interest in a joint venture owning primarily natural gas storage facilities. (5) BANGL LLC also owns a 42 percent interest in a 323 mile NGL pipeline.
Added
(3) LOOP LLC also includes the Louisiana Offshore Oil Port, a deepwater offloading crude oil port, as well as temporary crude oil storage. 42 Table of Contents Terminal Assets The following table sets forth certain information regarding our owned and operated terminals as of December 31, 2024.
Removed
Paul Park, Minnesota 3,983 Kenai, Alaska 3,488 Mandan, North Dakota 3,180 Canton, Ohio 2,695 Salt Lake City, Utah 2,139 Total 92,719 MPC formed the Martinez Renewables joint venture and began producing renewable diesel at the Martinez facility in 2023.
Added
During the year ended December 31, 2024, the Marcellus Operations and Utica Operations accounted for approximately 86 percent and 14 percent of total throughput at the Hopedale fractionation complex, respectively. Actual throughput presented within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for Marcellus and Utica Operations includes each region’s actual utilization of the complex.
Removed
(3) The capacity, throughput and utilization of design capacity at the Hopedale fractionation complex is presented in the Marcellus Operations totals, however, the Hopedale fractionation complex is jointly owned by MarkWest Ohio Fractionation Company, L.L.C. (“Ohio Fractionation”) and MarkWest Utica EMG, L.L.C. (“MarkWest Utica EMG”). Ohio Fractionation is a joint venture between MarkWest Liberty Midstream & Resources, L.L.C.
Added
The utilization of design capacity has been calculated using the weighted average design throughput capacity.
Removed
(“MarkWest Liberty Midstream”) and Sherwood Midstream (a joint venture between MarkWest Liberty Midstream and Antero Midstream LLC). MarkWest Liberty Midstream and Sherwood Midstream are entities that operate in the Marcellus region, and MarkWest Utica EMG is an entity that operates in the Utica region.
Added
(2) Southwest Operations includes the portion of the BANGL Pipeline system operated by MPLX. BANGL, LLC, in which MPLX has a 45 percent ownership interest, also owns a 42 percent undivided joint interest in a 323 mile NGL pipeline.
Removed
During the year ended December 31, 2023, the Marcellus Operations and Utica Operations utilized an average of 89 percent and 11 percent of the Hopedale fractionation complex, respectively. Additionally, Sherwood Midstream has the right to fractionation revenue and the obligation to pay expenses related to 40 mbpd of capacity in the Hopedale 3 and 4 fractionators.
Added
Other Natural Gas and NGL Services Assets In addition to the MPLX-operated equity method investments included in the above tables, we also have ownership interests in natural gas & NGL pipeline systems through the following entities: Diameter Length (miles) Ownership Percentage Natural Gas Pipelines: Delaware Basin Residue, LLC (1) 12" - 42" 249 10% MXP Parent, LLC (2) 36" - 42" 580 5% WPC Parent, LLC (3) 36" - 42" 541 30% NGL Pipelines: Panola Pipeline Company, LLC 8" - 20" 253 15% (1) Includes Agua Blanca Pipeline and Carlsbad Gateway Pipeline.
Removed
(5) This region includes complexes with both above-ground, pressurized NGL storage facilities, with usable capacity of 48 thousand barrels, and underground storage facilities, with usable capacity of 238 thousand barrels.
Added
(2) Includes Matterhorn Express Pipeline. (3) Includes our indirect interest in Whistler Pipeline as well as our 70 percent indirect ownership in the ADCC Pipeline lateral. Also includes 50 percent indirect interest in Waha Gas Storage, which primarily owns natural gas storage facilities.
Added
Title to Properties We believe that our properties and facilities are adequate for our operations and that our facilities are adequately maintained. Substantially all of our pipelines are constructed on rights-of-way granted by the apparent record owners of the property.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeDepartment of Justice and EPA confirmed they will be pursuing federal enforcement for alleged Clean Water Act violations arising from this incident as well as three pipeline incidents in Illinois and Indiana in 2018, 2020, and 2021. 48 Table of Contents We cannot currently estimate the amount of any civil penalty or the timing of the resolution of this matter but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows.
Biggest changeIn September 2023, the U.S. Department of Justice and EPA confirmed they will be pursuing federal enforcement for alleged Clean Water Act violations arising from this incident as well as three pipeline incidents in Illinois and Indiana in 2018, 2020 and 2021.
If the vacation of the easement results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the one percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.
If the vacatur of the easement results in a permanent shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of the cost to redeem the bonds (including the one percent redemption premium required pursuant to the indenture governing the notes) and any accrued and unpaid interest.
In 2020, the D.D.C. ordered the United States Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement.
In 2020, the D.D.C. ordered the United States Army Corps of Engineers (“Army Corps”), which granted permits and an easement for the Bakken Pipeline system, to prepare an environmental impact statement (“EIS”) relating to an easement under Lake Oahe in North Dakota. The D.D.C. later vacated the easement going forward.
If the vacation of the easement results in a temporary shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown.
If the vacatur of the easement results in a temporary shutdown of the pipeline, MPLX would have to contribute its 9.19 percent pro rata share of funds required to pay interest accruing on the notes and any portion of the principal that matures while the pipeline is shutdown.
As of December 31, 2023, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $170 million.
As of December 31, 2024, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.
The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies. The pipeline remains operational while the Army Corps finalizes its decision which is expected to be issued by the end of 2024.
The Army Corps has not selected a preferred alternative, but will make a decision in its final review, after considering input from the public and other agencies. The pipeline remains operational while the Army Corps finalizes its decision which will follow the issuance of the final EIS.
Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation. On November 8, 2023, the Court granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims.
Government Parties filed their answer and counterclaims to THPP’s suit claiming THPP is in continued trespass 47 Table of Contents with respect to the pipeline and seek disgorgement of pipeline profits from June 1, 2013 to present, removal of the pipeline and remediation.
The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. THPP continues not to operate the portion of the pipeline that crosses the property at issue.
THPP continues not to operate the portion of the pipeline that crosses the property at issue.
Removed
Item 4. Mine Safety Disclosure Not applicable. Part II
Added
According to public statements from Army Corps officials, the EIS is now expected to be issued in 2025.
Added
On November 8, 2023, the District Court of North Dakota granted THPP’s motion to sever and stay the U.S. Government Parties’ counterclaims. The case will proceed on the merits of THPP’s challenge to the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass.
Added
We cannot currently estimate the timing of the resolution of this matter but do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows. Item 4. Mine Safety Disclosures Not applicable. 48 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 49 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 49 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 71 Item 8. Financial Statements and Supplementary Data 73
Biggest changeItem 4. Mine Safety Disclosures 48 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 49 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 72 Item 8. Financial Statements and Supplementary Data 74

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+2 added−1 removed0 unchanged
Biggest changeMillions of Dollars Period Total Number of Units Purchased Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs (1) 10/1/2023-10/31/2023 — $ — — $ 846 11/1/2023-11/30/2023 — — — 846 12/1/2023-12/31/2023 — — — $ 846 Total — $ — — (1) On August 2, 2022, we announced the board authorization for the repurchase of up to $1 billion of MPLX common units held by the public.
Biggest changeMillions of Dollars Period Total Number of Units Purchased Average Price Paid per Common Unit (1) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs (2)(3) 10/1/2024-10/31/2024 453,805 $ 44.25 453,805 $ 600 11/1/2024-11/30/2024 505,376 48.51 505,376 575 12/1/2024-12/31/2024 1,144,766 48.39 1,144,766 $ 520 Total 2,103,947 $ 47.53 2,103,947 (1) Amounts in this column reflect the weighted average price paid for units purchased under our unit repurchase authorization.
Issuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2023, of equity securities that are registered by MPLX pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
Issuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2024, of equity securities that are registered by MPLX pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common units are listed on the NYSE and traded under the symbol “MPLX.” As of February 23, 2024, there w ere approximately 229 register ed holders of our outstanding common units.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common units are listed on the NYSE and traded under the symbol “MPLX.” As of February 21, 2025, there w ere approximately 233 register ed holders of our outstanding common units.
Removed
This unit repurchase authorization has no expiration date. 49 Table of Contents
Added
The weighted average price includes any commissions paid to brokers during the relevant period. (2) On August 2, 2022, we announced the board authorization for the repurchase of up to $1 billion of MPLX common units held by the public. This unit repurchase authorization has no expiration date.
Added
(3) The maximum dollar value remaining has been reduced by the amount of any commissions paid to brokers. 49 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

110 edited+52 added−52 removed76 unchanged
Biggest change(In millions) 2023 2022 $ Change 2021 $ Change Revenues and other income: Total revenues and other income (1) $ 11,281 $ 11,613 $ (332) $ 10,027 $ 1,586 Costs and expenses: Cost of revenues (excludes items below) 1,401 1,369 32 1,184 185 Purchased product costs 1,598 2,063 (465) 1,585 478 Rental cost of sales 82 123 (41) 136 (13) Rental cost of sales - related parties 33 54 (21) 109 (55) Purchases - related parties 1,544 1,413 131 1,219 194 Depreciation and amortization 1,213 1,230 (17) 1,287 (57) Impairment expense — — — 42 (42) General and administrative expenses 379 335 44 353 (18) Other taxes 131 115 16 120 (5) Total costs and expenses 6,381 6,702 (321) 6,035 667 Income from operations 4,900 4,911 (11) 3,992 919 Interest and other financial costs 923 925 (2) 879 46 Income before income taxes 3,977 3,986 (9) 3,113 873 Provision for income taxes 11 8 3 1 7 Net income 3,966 3,978 (12) 3,112 866 Less: Net income attributable to noncontrolling interests 38 34 4 35 (1) Net income attributable to MPLX LP $ 3,928 $ 3,944 $ (16) $ 3,077 $ 867 Adjusted EBITDA attributable to MPLX LP (2) $ 6,269 $ 5,775 $ 494 $ 5,560 $ 215 DCF attributable to MPLX (2) $ 5,340 $ 4,981 $ 359 $ 4,785 $ 196 (1) The year ended December 31, 2022 includes a $509 million gain on a lease reclassification.
Biggest change(In millions) 2024 2023 $ Change 2022 $ Change Revenues and other income: Service revenue $ 6,950 $ 6,524 $ 426 $ 6,113 $ 411 Rental income 1,104 1,065 39 1,090 (25) Product related revenue 2,239 2,209 30 2,811 (602) Sales-type lease revenue 611 636 (25) 527 109 Income from equity method investments (1) 802 600 202 476 124 Other income (2) 227 247 (20) 596 (349) Total revenues and other income 11,933 11,281 652 11,613 (332) Costs and expenses: Cost of revenues (excludes items below) 1,560 1,401 159 1,369 32 Purchased product costs 1,561 1,598 (37) 2,063 (465) Rental cost of sales 100 115 (15) 177 (62) Purchases - related parties 1,583 1,544 39 1,413 131 Depreciation and amortization 1,283 1,213 70 1,230 (17) General and administrative expenses 427 379 48 335 44 Other taxes 131 131 — 115 16 Total costs and expenses 6,645 6,381 264 6,702 (321) Income from operations 5,288 4,900 388 4,911 (11) Net interest and other financial costs 921 923 (2) 925 (2) Income before income taxes 4,367 3,977 390 3,986 (9) Provision for income taxes 10 11 (1) 8 3 Net income 4,357 3,966 391 3,978 (12) Less: Net income attributable to noncontrolling interests 40 38 2 34 4 Net income attributable to MPLX LP $ 4,317 $ 3,928 $ 389 $ 3,944 $ (16) Adjusted EBITDA attributable to MPLX LP (3) $ 6,764 $ 6,269 $ 495 $ 5,775 $ 494 DCF attributable to MPLX (3) $ 5,697 $ 5,340 $ 357 $ 4,981 $ 359 (1) The year ended December 31, 2024 includes a $151 million gain related to the dilution of our ownership interest in connection with the Whistler Joint Venture Transaction.
We define DCF as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) sales-type lease payments, net of income; (iii) net interest and other financial costs; (iv) net maintenance capital expenditures; (v) equity method investment capital expenditures paid out; and (vi) other adjustments as deemed necessary.
We define DCF as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) sales-type lease payments, net of income; (iii) adjusted net interest and other financial costs; (iv) net maintenance capital expenditures; (v) equity method investment capital expenditures paid out; and (vi) other adjustments as deemed necessary.
In addition, we have omnibus agreements and employee agreements with MPC. One of the omnibus agreements with MPC addresses our payment of a fixed annual fee to MPC for the provision of executive management services by certain executive officers of our general partner and our reimbursement to MPC for the provision of certain general and administrative services to us.
In addition, we have omnibus agreements and employee services agreements with MPC. One of the omnibus agreements with MPC addresses our payment of a fixed annual fee to MPC for the provision of executive management services by certain executive officers of our general partner and our reimbursement to MPC for the provision of certain general and administrative services to us.
A rating from one rating agency should be evaluated independently of ratings from other rating agencies. The agreements governing our debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments in the event that our credit ratings are downgraded.
A rating from one rating agency should be evaluated independently of ratings from other rating agencies. The agreements governing our debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments solely in the event that our credit ratings are downgraded.
We define Adjusted FCF as net cash provided by operating activities adjusted for: (i) net cash used in investing activities; (ii) cash contributions from MPC; and (iii) cash distributions to noncontrolling interests. We define Adjusted FCF after distributions as Adjusted FCF less base distributions to common and preferred unitholders.
We define Adjusted FCF as net cash provided by operating activities adjusted for: (i) net cash used in investing activities; (ii) cash contributions from MPC; and (iii) cash distributions to noncontrolling interests. We define Adjusted FCF after distributions as Adjusted FCF less distributions to common and preferred unitholders.
As of February 1, 2024, the credit ratings on our senior unsecured debt were at or above investment grade level as follows: Rating Agency Rating Moody’s Baa2 (stable outlook) Fitch BBB (stable outlook) Standard & Poor’s BBB (stable outlook) The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities.
As of February 1, 2025, the credit ratings on our senior unsecured debt were at or above investment grade level as follows: Rating Agency Rating Fitch BBB (stable outlook) Moody’s Baa2 (stable outlook) Standard & Poor’s BBB (stable outlook) The ratings reflect the respective views of the rating agencies and should not be interpreted as a recommendation to buy, sell or hold our securities.
These agreements obligate us to pay MPC for operational and other services provided to the subsidiaries of MPLX Operations LLC. The co-location agreements have remaining terms up to 46 years. Finance and operating leases relate primarily to facilities and equipment under lease, including ground leases, building space, office and field equipment, storage facilities and transportation equipment. See Item 8.
These agreements obligate us to pay MPC for operational and other services provided to the subsidiaries of MPLX Operations LLC. The co-location services agreements have remaining terms up to 44 years. Finance and operating leases relate primarily to facilities and equipment under lease, including ground leases, building space, office and field equipment, storage facilities and transportation equipment. See Item 8.
These reassessments may impact the comparability of our financial results. 52 Table of Contents RESULTS OF OPERATIONS The following tables and discussion summarize our results of operations for the years ended 2023, 2022 and 2021, including a reconciliation of Adjusted EBITDA and DCF from Net income and Net cash provided by operating activities, the most directly comparable GAAP financial measures.
These reassessments may impact the comparability of our financial results. 52 Table of Contents RESULTS OF OPERATIONS The following tables and discussion summarize our results of operations for the years ended 2024, 2023 and 2022, including a reconciliation of Adjusted EBITDA and DCF from Net income and Net cash provided by operating activities, the most directly comparable GAAP financial measures.
The allocation of total quarterly cash distributions to limited and preferred partners is as follows for the years ended December 31, 2023, 2022 and 2021. Our distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned. See additional discussion in Item 8.
The allocation of total quarterly cash distributions to limited and preferred partners is as follows for the years ended December 31, 2024, 2023 and 2022. Our distributions are declared subsequent to quarter end; therefore, the following table represents total cash distributions applicable to the period in which the distributions were earned. See additional discussion in Item 8.
We may also, from time to time repurchase our senior notes and preferred units in the open market, in tender offers, in privately-negotiated transactions or otherwise in such volumes, at such prices and upon such other terms as we deem appropriate and execute unit repurchases under our unit repurchase program.
We may also, from time to time repurchase our senior notes in the open market, in tender offers, in privately negotiated transactions or otherwise in such volumes, at market prices and upon such other terms as we deem appropriate and execute unit repurchases under our unit repurchase program.
Our capital requirements consist of growth capital expenditures and maintenance capital expenditures. Growth capital expenditures are those incurred for acquisitions or capital improvements that we expect will increase our operating capacity for volumes gathered, processed, transported or fractionated, decrease operating expenses within our facilities or increase operating income over the long term.
Our capital requirements consist of growth capital expenditures and maintenance capital expenditures. Growth capital expenditures are those incurred for acquisitions or capital improvements that we expect will increase our operating capacity for volumes gathered, processed, transported or fractionated, decrease operating expenses within our facilities or increase income from operations over the long term.
Discussion and analysis of 2021 and year-to-year comparisons between 2022 and 2021 not included in this Annual Report on Form 10-K can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2022.
Discussion and analysis of 2022 and year-to-year comparisons between 2023 and 2022 not included in this Annual Report on Form 10-K can be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023.
(1) The year ended December 31, 2022 includes a gain on a lease reclassification of $509 million. See Item 8. Financial Statements and Supplementary Data - Note 20 in the Consolidated Financial Statements for additional information. (2) Non-GAAP measure.
(1) The year ended December 31, 2022 includes a gain on a lease reclassification of $509 million. See Item 8. Financial Statements and Supplementary Data - Note 21 in the Consolidated Financial Statements for additional information. (2) Non-GAAP measure.
In contrast, maintenance capital expenditures are those made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred in maintaining existing system volumes and related cash flows.
In contrast, maintenance capital expenditures are expenditures made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred to maintain existing system volumes and related cash flows.
MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated unit repurchases or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans.
We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers, or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans.
SIGNIFICANT FINANCIAL AND OTHER HIGHLIGHTS Significant financial and other highlights for the years ended December 31, 2023, 2022 and 2021 are shown in the chart below. Refer to the Results of Operations, the Liquidity and Capital Resources, and Non-GAAP Financial Information sections for further information.
SIGNIFICANT FINANCIAL AND OTHER HIGHLIGHTS Significant financial and other highlights for the years ended December 31, 2024, 2023 and 2022 are shown in the chart below. Refer to the Results of Operations, the Liquidity and Capital Resources, and Non-GAAP Financial Information sections for further information.
For the annual impairment assessment as of November 30, 2023, management performed only a qualitative assessment for two reporting units as we determined it was more likely than not that the fair values of the reporting units exceeded their carrying values.
For the annual impairment assessment as of November 30, 2024, management performed only a qualitative assessment for two reporting units as we determined it was more likely than not that the fair values of the reporting units exceeded their carrying values.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of the Annual Report on Form 10-K does not address certain items regarding the year ended December 31, 2021.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of the Annual Report on Form 10-K does not address certain items regarding the year ended December 31, 2022.
These non-GAAP financial measures should not be considered alternatives to GAAP net income or net cash provided by operating activities as they have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.
These non-GAAP financial measures should not be considered alternatives to net income or net cash provided by operating activities as they have important limitations as analytical tools because they exclude some but not all items that affect net income 51 Table of Contents and net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.
The MPC Loan Agreement is scheduled to expire, and borrowings under the loan agreement are scheduled to mature and become due and payable on July 31, 2024, provided that MPC may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to the maturity date.
The MPC Loan Agreement is now scheduled to expire, and borrowings under the loan agreement are scheduled to mature and become due and payable, on July 31, 2029, provided that MPC may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to the maturity date.
MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us. From time to time, we may also utilize other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.
MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us under our omnibus agreement. From time to time, we may also utilize other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.
We perform a variety of services for MPC related to the transportation of crude and refined products, including renewable diesel, via pipeline or marine, as well as terminal services, storage services and fuels distribution and marketing services, among others. The services that we provide may be based on regulated tariff rates or on contracted rates.
We perform a variety of services for MPC related to the transportation of crude and refined products, including renewables, via pipeline or marine, as well as terminal services, storage services and fuels distribution and marketing services, among others. The services that we provide may be based on regulated tariff rates or on contracted rates.
The significant assumptions that were used to develop the estimate of the fair value included management’s best estimates of the discount rate as well as estimates of future cash flows, which are impacted primarily by producer customers’ development plans, which impact the reporting unit’s future volumes and capital requirements.
The significant assumptions that were used to develop the estimate of the fair value included management’s best estimates of the discount rate as well as estimates of future cash flows, which are impacted primarily by producers’ development plans, which impact the reporting unit’s future volumes and capital requirements.
At December 31, 2023, MPLX had three reporting units with goodwill totaling approximately $7.6 billion, which includes goodwill associated with our Crude Gathering reporting unit of $1.1 billion.
At December 31, 2024, MPLX had three reporting units with goodwill totaling approximately $7.6 billion, which includes goodwill associated with our Crude Gathering reporting unit of $1.1 billion.
CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated 67 Table of Contents financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods.
Our estimates of future throughput of crude oil, natural gas, NGL and refined product volumes are based on internal forecasts and depend, in part, on assumptions about our customers’ drilling activity which is inherently subjective and contingent upon a number of variable factors (including future or expected crude oil and natural gas pricing considerations), many of which are difficult to forecast.
Our estimates of future throughput of crude oil, natural gas, NGL and refined product volumes are based on internal forecasts and depend, in part, on assumptions about our customers and other producers’ drilling activity which is inherently subjective and contingent upon a number of variable factors (including future or expected crude oil and natural gas pricing considerations), many of which are difficult to forecast.
We intend to repay the short-term maturities with existing cash on hand, short-term borrowings under our revolving credit agreements, or with the proceeds of new long-term debt, depending on, among other things, market conditions. Our contractual commitment for co-location services agreements was $4.1 billion at December 31, 2023.
We intend to repay the short-term maturities with existing cash on hand, short-term borrowings under our revolving credit agreements or with the proceeds of new long-term debt, depending on, among other things, market conditions. Our contractual commitment for co-location services agreements was $4.0 billion at December 31, 2024.
Financial Statements and Supplementary Data – Note 6 and Note 17. 62 Table of Contents Our intention is to maintain an investment grade credit profile.
Financial Statements and Supplementary Data – Note 6 and Note 17. 63 Table of Contents Our intention is to maintain an investment grade credit profile.
Our environmental capital expenditures are expected to approximate $31 million in 2024. Actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements and could increase if additional projects are identified or additional requirements are imposed.
Our environmental capital expenditures are expected to approximate $111 million in 2025. Actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements and could increase if additional projects are identified or additional requirements are imposed.
In addition, DCF is commonly used by the investment community because the market value of publicly traded partnerships is 51 Table of Contents based, in part, on DCF and cash distributions paid to unitholders.
In addition, DCF is commonly used by the investment community because the market value of publicly traded partnerships is based, in part, on DCF and cash distributions paid to unitholders.
Adjusted FCF and adjusted free cash flow after distributions are financial performance measures used by management in the allocation of capital and to assess financial performance. We believe that unitholders may use this metric to analyze our ability to manage leverage and return capital.
Adjusted FCF and Adjusted FCF after distributions are financial liquidity measures used by management in the allocation of capital and to assess financial performance. We believe that unitholders may use this metric to analyze our ability to manage leverage and return capital.
A 100-basis point increase to the discount rate used to estimate the fair value of the reporting unit would not have resulted in a goodwill impairment charge as of November 30, 2023. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
A 100-basis point 70 Table of Contents increase to the discount rate used to estimate the fair value of the reporting unit would not have resulted in a goodwill impairment charge as of November 30, 2024. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
This represents a 10 percent increase over the fourth quarter of 2022 distribution. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.
This represents a 12.5 percent increase over the fourth quarter of 2023 distribution. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.
On August 2, 2022, we announced the board authorization for the repurchase of up to an additional $1 billion of MPLX common units held by the public. This repurchase authorization has no expiration date.
On August 2, 2022, we announced the board authorization for the repurchase of up to an additional $1 billion of MPLX common 64 Table of Contents units held by the public. The authorization has no expiration date.
We define Adjusted EBITDA as net income adjusted for: (i) provision for income taxes; (ii) interest and other financial costs; (iii) depreciation and amortization; (iv) income/(loss) from equity method investments; (v) distributions and adjustments related to equity method investments; (vi) gain on sales-type leases and equity method investments; (vii) impairment expense; (viii) noncontrolling interests; and (ix) other adjustments, as applicable.
We define Adjusted EBITDA as net income adjusted for: (i) provision for income taxes; (ii) net interest and other financial costs; (iii) depreciation and amortization; (iv) income/(loss) from equity method investments; (v) distributions and adjustments related to equity method investments; (vi) impairment expense; (vii) noncontrolling interests; and (viii) other adjustments, as applicable.
Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) interest and other financial costs; (iii) income/(loss) from equity method investments; (iv) distributions and adjustments related to equity method investments; (v) gain on sales-type leases and equity method investments; (vi) impairment expense; (vii) noncontrolling interests; and (viii) other adjustments, as applicable.
Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) net interest and other financial costs; (iii) income/(loss) from equity method investments; (iv) distributions and adjustments related to equity method investments; (v) impairment expense; (vi) noncontrolling interests; and (vii) other adjustments, as applicable.
However, any downgrades in the credit ratings of our senior unsecured debt ratings could, among other things, increase the applicable interest rates and other fees payable under the MPLX Credit Agreement, and limit our flexibility to obtain future financing, including refinancing existing indebtedness.
However, any downgrades in the credit ratings of our senior unsecured debt ratings to below investment grade ratings could, among other things, increase the applicable interest rates and other fees payable under the MPLX Credit Agreement, and may limit our ability to obtain future financing, including refinancing existing indebtedness.
Our liquidity totaled $4.5 billion at December 31, 2023, consisting of: December 31, 2023 (In millions) Total Capacity Outstanding Borrowings Available Capacity MPLX Credit Agreement $ 2,000 $ — $ 2,000 MPC Loan Agreement 1,500 — 1,500 Total $ 3,500 $ — 3,500 Cash and cash equivalents 1,048 Total liquidity $ 4,548 We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facilities and access to capital markets.
Our liquidity totaled $5.0 billion at December 31, 2024, consisting of: December 31, 2024 (In millions) Total Capacity Outstanding Borrowings Available Capacity MPLX Credit Agreement $ 2,000 $ — $ 2,000 MPC Loan Agreement 1,500 — 1,500 Total $ 3,500 $ — 3,500 Cash and cash equivalents 1,519 Total liquidity $ 5,019 We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facilities and access to capital markets.
In addition, MPC performs certain services for us related to information technology, engineering, legal, accounting, treasury, human resources and other administrative services. For further discussion of agreements and activity with MPC and related parties see Item 1. Business and Item 8.
In addition, MPC performs certain services for us related to information technology, engineering, legal, accounting, treasury, human resources and other administrative services. For further discussion of agreements and activity with MPC and related parties see Item 1. Business and Item 8. Financial Statements and Supplementary Data – Note 6.
Additional information for third-party debt is included in Item 8. Financial Statements and Supplementary Data – Note 17. See Item 8. Financial Statements and Supplementary Data – Note 6 for additional information for the related party loan. Our cash commitment at December 31, 2023 was $33.5 billion, with $2.1 billion payable within 12 months.
Additional information for third-party debt is included in Item 8. Financial Statements and Supplementary Data – Note 17. See Item 8. Financial Statements and Supplementary Data – Note 6 for additional information for the related party loan. Our cash commitment at December 31, 2024 was $34.0 billion, with $2.6 billion payable within 12 months.
At December 31, 2023, we had $3.7 billion of equity method investments recorded on the Consolidated Balance Sheets. 69 Table of Contents An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions (e.g., pricing, volumes and discount rates) that can materially affect our estimates.
At December 31, 2024, we had $4.5 billion of equity method investments recorded on the Consolidated Balance Sheets. An estimate of the sensitivity to net income resulting from impairment calculations is not practicable, given the numerous assumptions (e.g., pricing, volumes and discount rates) that can materially affect our estimates.
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. The tables below present information about Segment Adjusted EBITDA for the reported segments for the years ended December 31, 2023, 2022 and 2021.
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. The tables below present additional financial information for our reported segments for the years ended December 31, 2024, 2023 and 2022.
At December 31, 2023, our contractual commitment under contracts to acquire property, plant and equipment was $136 million. Our other cash commitments consist of expense projects, right of way and easement obligations, natural gas purchase obligations, and ARO commitments. These other cash commitments at December 31, 2023 totaled $339 million.
Our cash commitment at December 31, 2024 was $675 million. At December 31, 2024, our contractual commitment under contracts to acquire property, plant and equipment was $128 million. Our other cash commitments consist of expense projects, right of way and easement obligations, natural gas purchase obligations and ARO commitments. These other cash commitments at December 31, 2024 totaled $362 million.
Our environmental expenditures for each of the past three years were: (In millions, except %) 2023 2022 2021 Capital $ 29 $ 15 $ 15 Percent of total capital expenditures 3 % 2 % 3 % Compliance: (1) Operating and maintenance $ 10 $ 15 $ 28 Remediation (2) 19 33 17 Total $ 29 $ 48 $ 45 (1) Based on the American Petroleum Institute’s definition of environmental expenditures.
Our environmental expenditures for each of the past three years were: (In millions, except %) 2024 2023 2022 Capital $ 41 $ 29 $ 15 Percent of total capital expenditures 4 % 3 % 2 % Compliance: (1) Operating and maintenance $ 41 $ 10 $ 15 Remediation (2) 9 19 33 Total $ 50 $ 29 $ 48 (1) Based on the American Petroleum Institute’s definition of environmental expenditures.
An estimate of the sensitivity to net income if other assumptions had been used in recording these liabilities is not practical because of the number of contingencies that must be assessed, the number of underlying assumptions and the wide range of reasonably possible outcomes, in terms of both the probability of loss and the estimates of such loss. 70 Table of Contents For additional information on contingent liabilities, see Item 7.
An estimate of the sensitivity to net income if other assumptions had been used in recording these liabilities is not practical because of the number of contingencies that must be assessed, the number of underlying assumptions and the wide range of reasonably possible outcomes, in terms of both the probability of loss and the estimates of such loss.
We incurred $1.8 billion of costs under various agreements with MPC, including the omnibus, co-location and employee agreements for 2023. Effects of Inflation Inflation did not have a material impact on our results of operations for the years ended December 31, 2023, 2022 or 2021.
We incurred $2.0 billion of costs under various agreements with MPC, including the omnibus, co-location and employee service agreements for 2024. 67 Table of Contents Effects of Inflation Inflation did not have a material impact on our results of operations for the years ended December 31, 2024, 2023 or 2022.
The timing and amount of repurchases depends upon several factors, including market and business conditions, and repurchases may be suspended, discontinued, or restarted at any time.
The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued, or restarted at any time.
Our estimates of future operating performance are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions as well as commodity prices.
Our estimates of future operating performance are based on our analysis of various supply and demand factors, which include, among other things, industry-wide capacity, our planned utilization rate, end-user demand, capital expenditures and economic conditions, as well as commodity prices. Such estimates are consistent with those used in our planning and capital investment reviews. • Future volumes.
Significant judgment is involved in performing these fair value estimates since the results are based on forecasted assumptions. Significant assumptions include: • Future Operating Performance.
Significant judgment is involved in performing these fair value estimates since the results are based on forecasted financial information prepared using significant assumptions including: • Future operating performance.
The L&S segment also includes the operation of our refining logistics, fuels distribution and inland marine businesses, terminals, rail facilities and storage caverns. The G&P segment provides gathering, processing and transportation of natural gas as well as the transportation, fractionation, storage and marketing of NGLs.
The Crude Oil and Products Logistics segment also includes the operation of our refining logistics, fuels distribution and inland marine businesses, terminals, rail facilities and storage caverns. The Natural Gas and NGL Services segment provides gathering, processing and transportation of natural gas as well as the transportation, fractionation, storage and marketing of NGLs.
The impact of these legislative and regulatory developments, if enacted or adopted, could result in increased compliance costs and additional operating restrictions on our business, each of which could have an adverse impact on our financial position, results of operations and liquidity. MPC will indemnify us for certain of these costs.
The impact of these legislative and regulatory developments, if enacted or adopted, could result in increased compliance costs and additional operating restrictions on our business, each of which could have an adverse impact on our financial position, results of operations and liquidity. We expect that certain of these costs will be subject to indemnification by MPC.
Significant uses of fair value measurements include: • assessment of impairment of long-lived assets, intangible assets, goodwill and equity method investments; • assessment of values for assets in implicit leases, including sales-type leases; • assessment of values for underlying assets to record net investment in sales-type leases; • recorded values for assets acquired and liabilities assumed in connection with acquisitions; and • recorded values of derivative instruments.
Financial Statements and Supplementary Data - Note 15 for disclosures regarding our fair value measurements. 69 Table of Contents Significant uses of fair value measurements include: • assessment of impairment of long-lived assets, intangible assets, goodwill and equity method investments; • assessment of values for assets in implicit leases, including sales-type leases; • assessment of values for underlying assets to record net investment in sales-type leases; • recorded values for assets acquired and liabilities assumed in connection with acquisitions; and • recorded values of derivative instruments.
See reconciliation below for the most directly comparable GAAP measures. 53 Table of Contents (In millions) 2023 2022 2021 Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net income: Net income $ 3,966 $ 3,978 $ 3,112 Provision for income taxes 11 8 1 Interest and other financial costs 923 925 879 Income from operations 4,900 4,911 3,992 Depreciation and amortization 1,213 1,230 1,287 Income from equity method investments (600) (476) (321) Distributions/adjustments related to equity method investments 774 652 537 Gain on sales-type leases and equity method investments (92) (509) — Impairment expense — — 42 Garyville Incident response costs (1) 16 — — Other (2) 100 5 62 Adjusted EBITDA 6,311 5,813 5,599 Adjusted EBITDA attributable to noncontrolling interests (42) (38) (39) Adjusted EBITDA attributable to MPLX LP 6,269 5,775 5,560 Deferred revenue impacts 97 158 88 Sales-type lease payments, net of income (3) 12 18 71 Net interest and other financial costs (4) (859) (851) (819) Maintenance capital expenditures, net of reimbursements (150) (144) (88) Equity method investment maintenance capital expenditures paid out (15) (13) (7) Other (14) 38 (20) DCF attributable to MPLX LP 5,340 4,981 4,785 Preferred unit distributions (99) (129) (141) DCF attributable to GP and LP unitholders $ 5,241 $ 4,852 $ 4,644 (1) In August 2023, a naphtha release and resulting fire occurred at our Garyville Tank Farm resulting in the loss of four storage tanks with a combined shell capacity of 894 thousand barrels.
See reconciliation below to the most directly comparable GAAP measures. 53 Table of Contents (In millions) 2024 2023 2022 Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to LP unitholders from Net income: Net income $ 4,357 $ 3,966 $ 3,978 Provision for income taxes 10 11 8 Net interest and other financial costs 921 923 925 Income from operations 5,288 4,900 4,911 Depreciation and amortization 1,283 1,213 1,230 Income from equity method investments (802) (600) (476) Distributions/adjustments related to equity method investments 928 774 652 Gain on sales-type leases and equity method investments — (92) (509) Garyville incident response costs (1) — 16 — Other (2) 111 100 5 Adjusted EBITDA 6,808 6,311 5,813 Adjusted EBITDA attributable to noncontrolling interests (44) (42) (38) Adjusted EBITDA attributable to MPLX LP 6,764 6,269 5,775 Deferred revenue impacts 31 97 158 Sales-type lease payments, net of income 32 12 18 Adjusted net interest and other financial costs (3) (867) (859) (851) Maintenance capital expenditures, net of reimbursements (206) (150) (144) Equity method investment maintenance capital expenditures paid out (18) (15) (13) Other (39) (14) 38 DCF attributable to MPLX LP 5,697 5,340 4,981 Preferred unit distributions (27) (99) (129) DCF attributable to LP unitholders $ 5,670 $ 5,241 $ 4,852 (1) In August 2023, a naphtha release and resulting fire occurred at our Garyville Tank Farm resulting in the loss of four storage tanks with a combined shell capacity of 894 thousand barrels (“Garyville Incident”).
(4) Purity ethane makes up approximately 233 mbpd, 204 mbpd and 192 mbpd of MPLX LP consolidated total fractionated products for the years ended December 31, 2023, 2022 and 2021, respectively. Purity ethane makes up approximately 240 mbpd, 209 mbpd and 197 mbpd of MPLX operated total fractionated products for the years ended December 31, 2023, 2022 and 2021, respectively.
(4) Purity ethane makes up approximately 265 mbpd, 233 mbpd and 204 mbpd of MPLX LP consolidated total fractionated products for the years ended December 31, 2024, 2023 and 2022, respectively.
Consolidated EBITDA is subject to adjustments, including for certain acquisitions completed and capital projects undertaken during the relevant period. Other covenants restrict us and/or certain of our subsidiaries from incurring debt, creating liens on our assets and entering into transactions with affiliates.
Consolidated EBITDA is subject to adjustments, including for certain acquisitions completed and capital projects undertaken during the relevant period. Other covenants restrict us and/or certain of our subsidiaries from incurring debt, creating liens on our assets and entering into transactions with affiliates. As of December 31, 2024, we were in compliance with the covenants contained in the MPLX Credit Agreement.
(In millions, except per unit data) 2023 2022 2021 Distribution declared: Limited partner common units - public $ 1,152 $ 1,063 $ 1,257 Limited partner common units - MPC 2,104 1,917 2,175 Total distributions declared to limited partner common units (1) 3,256 2,980 3,432 Series A preferred units (1) 94 88 100 Series B preferred units 5 41 41 Total distribution declared $ 3,355 $ 3,109 $ 3,573 Cash distributions declared per limited partner common unit: Quarter ended March 31, $ 0.7750 $ 0.7050 $ 0.6875 Quarter ended June 30, 0.7750 0.7050 0.6875 Quarter ended September 30, (1) 0.8500 0.7750 1.2800 Quarter ended December 31, 0.8500 0.7750 0.7050 Year ended December 31, $ 3.2500 $ 2.9600 $ 3.3600 (1) Includes the Supplemental Distribution Amount of $0.5750 per unit and base distribution amount of $0.7050 per unit for the third quarter ended September 30, 2021. 64 Table of Contents Capital Expenditures Our operations are capital intensive, requiring investments to expand, upgrade, enhance or maintain existing operations and to meet environmental and operational regulations.
(In millions, except per unit data) 2024 2023 2022 Distribution declared: Limited partner common units - public $ 1,339 $ 1,152 $ 1,063 Limited partner common units - MPC 2,339 2,104 1,917 Total distributions declared to limited partner common units 3,678 3,256 2,980 Series A preferred units 27 94 88 Series B preferred units — 5 41 Total distribution declared $ 3,705 $ 3,355 $ 3,109 Cash distributions declared per limited partner common unit: Quarter ended March 31, $ 0.8500 $ 0.7750 $ 0.7050 Quarter ended June 30, 0.8500 0.7750 0.7050 Quarter ended September 30, 0.9565 0.8500 0.7750 Quarter ended December 31, 0.9565 0.8500 0.7750 Year ended December 31, $ 3.6130 $ 3.2500 $ 2.9600 65 Table of Contents Capital Expenditures Our operations are capital intensive, requiring investments to expand, upgrade, enhance or maintain existing operations and to meet environmental and operational regulations.
DCF is a financial performance measure used by management as a key component in the determination of cash distributions paid to unitholders. We believe DCF is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the partnership is generating sufficient cash flow to support quarterly distributions.
We believe DCF is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the partnership is generating sufficient cash flow to support quarterly distributions.
These laws, which change frequently, regulate the discharge of materials into the environment or otherwise relate to protection of the environment. Compliance with these laws and regulations may require us to remediate environmental damage from any discharge of hazardous, petroleum or chemical substances from our facilities or require us to install additional pollution control equipment on our equipment and facilities.
Compliance with these laws and regulations may require us to remediate environmental damage from any discharge of hazardous, petroleum or chemical substances from our facilities or require us to install additional pollution control equipment on our equipment and facilities.
(In millions) 2023 2022 2021 Net cash provided by operating activities (1) $ 5,397 $ 5,019 $ 4,911 Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow Net cash used in investing activities (1,252) (956) (518) Contributions from MPC 31 44 45 Distributions to noncontrolling interests (41) (38) (39) Adjusted free cash flow 4,135 4,069 4,399 Base distributions paid to common and preferred unitholders (2) (3,296) (3,047) (2,970) Adjusted free cash flow after distributions $ 839 $ 1,022 $ 1,429 (1) The years ended December 31, 2023 , 2022 and 2021 include working capital draws of $146 million, $121 million and $157 million, respectively .
(In millions) 2024 2023 2022 Net cash provided by operating activities (1) $ 5,946 $ 5,397 $ 5,019 Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow Net cash used in investing activities (2) (1,995) (1,252) (956) Contributions from MPC 35 31 44 Distributions to noncontrolling interests (44) (41) (38) Adjusted FCF 3,942 4,135 4,069 Distributions paid to common and preferred unitholders (3,603) (3,296) (3,047) Adjusted FCF after distributions $ 339 $ 839 $ 1,022 (1) The years ended December 31, 2024 , 2023 and 2022 include working capital draws of $241 million,$169 million and $128 million, respectively .
We incurred $16 million of incident response costs, net of insurance recoveries, during the year ended December 31, 2023. (2) Includes unrealized derivative gain/(loss), equity-based compensation and other miscellaneous items. (3) The year ended December 31, 2021 includes a one-time impact from the Refining Logistics harmonization project of $54 million.
We incurred $16 million of incident response costs, net of insurance recoveries, during the year ended December 31, 2023. (2) Includes unrealized derivative gain/(loss), equity-based compensation and other miscellaneous items.
(4) Excludes gain/loss on extinguishment of debt and amortization of deferred financing costs. 54 Table of Contents (In millions) 2023 2022 2021 Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to GP and LP unitholders from Net cash provided by operating activities: Net cash provided by operating activities $ 5,397 $ 5,019 $ 4,911 Changes in working capital items (146) (121) (157) All other, net 16 (34) (26) Loss/(gain) on extinguishment of debt 9 1 (10) Net interest and other financial costs (1) 859 851 819 Other adjustments to equity method investment distributions 38 74 29 Garyville Incident response costs (2) 16 — — Other 122 23 33 Adjusted EBITDA 6,311 5,813 5,599 Adjusted EBITDA attributable to noncontrolling interests (42) (38) (39) Adjusted EBITDA attributable to MPLX LP 6,269 5,775 5,560 Deferred revenue impacts 97 158 88 Sales-type lease payments, net of income (3) 12 18 71 Net interest and other financial costs (1) (859) (851) (819) Maintenance capital expenditures, net of reimbursements (150) (144) (88) Equity method investment maintenance capital expenditures paid out (15) (13) (7) Other (14) 38 (20) DCF attributable to MPLX LP 5,340 4,981 4,785 Preferred unit distributions (99) (129) (141) DCF attributable to GP and LP unitholders $ 5,241 $ 4,852 $ 4,644 (1) Excludes gain/loss on extinguishment of debt and amortization of deferred financing costs.
(3) Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs. 54 Table of Contents (In millions) 2024 2023 2022 Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to LP unitholders from Net cash provided by operating activities: Net cash provided by operating activities $ 5,946 $ 5,397 $ 5,019 Changes in working capital items (241) (169) (128) All other, net (5) 39 (27) Loss on extinguishment of debt — 9 1 Adjusted net interest and other financial costs (1) 867 859 851 Other adjustments to equity method investment distributions 102 38 74 Garyville Incident response costs (2) — 16 — Other 139 122 23 Adjusted EBITDA 6,808 6,311 5,813 Adjusted EBITDA attributable to noncontrolling interests (44) (42) (38) Adjusted EBITDA attributable to MPLX LP 6,764 6,269 5,775 Deferred revenue impacts 31 97 158 Sales-type lease payments, net of income 32 12 18 Adjusted net interest and other financial costs (1) (867) (859) (851) Maintenance capital expenditures, net of reimbursements (206) (150) (144) Equity method investment maintenance capital expenditures paid out (18) (15) (13) Other (39) (14) 38 DCF attributable to MPLX LP 5,697 5,340 4,981 Preferred unit distributions (27) (99) (129) DCF attributable to LP unitholders $ 5,670 $ 5,241 $ 4,852 (1) Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs.
L&S Operating Data 2023 2022 2021 L&S Crude oil transported for (mbpd): MPC 3,053 2,908 2,810 Third parties 719 641 570 Total 3,772 3,549 3,380 % MPC 81% 82% 83% Refined products transported for (mbpd): MPC 1,941 2,016 1,982 Third parties 99 95 91 Total 2,040 2,111 2,073 % MPC 95% 95% 96% Average tariff rates ($ per Bbl) (1) : Crude oil pipelines $ 0.96 $ 0.91 $ 0.95 Refined product pipelines 0.90 0.81 0.78 Total pipelines $ 0.94 $ 0.87 $ 0.89 Terminal throughput (mbpd) 3,130 3,022 2,886 Marine Assets (number in operation) (2) Barges 305 296 297 Towboats 29 23 23 (1) Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
Crude Oil and Products Logistics Operating Data 2024 2023 2022 Crude Oil and Products Logistics Crude oil transported for (mbpd): MPC 3,086 3,053 2,908 Third parties 699 719 641 Total 3,785 3,772 3,549 % MPC 82% 81% 82% Refined products transported for (mbpd): MPC 1,891 1,941 2,016 Third parties 106 99 95 Total 1,997 2,040 2,111 % MPC 95% 95% 95% Average tariff rates ($ per Bbl) (1) : Crude oil pipelines $ 1.03 $ 0.96 $ 0.91 Refined product pipelines 1.00 0.90 0.81 Total pipelines $ 1.02 $ 0.94 $ 0.87 Terminal throughput (mbpd) 3,131 3,130 3,022 Marine Assets (number in operation) (2) Barges 319 305 296 Towboats 29 29 23 (1) Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years were as follows: (In millions) 2023 2022 2021 Net cash provided by/(used in): Operating activities $ 5,397 $ 5,019 $ 4,911 Investing activities (1,252) (956) (518) Financing activities (3,335) (3,838) (4,395) Total $ 810 $ 225 $ (2) Cash Flows Provided by Operating Activities - Net cash provided by operating activities increased $378 million, or eight percent, in 2023 compared to 2022, primarily due to improved results from operations and increased cash distributions from equity method investments.
Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years were as follows: (In millions) 2024 2023 2022 Net cash provided by/(used in): Operating activities $ 5,946 $ 5,397 $ 5,019 Investing activities (1,995) (1,252) (956) Financing activities (3,480) (3,335) (3,838) Total $ 471 $ 810 $ 225 Cash Flows Provided by Operating Activities - Net cash provided by operating activities increased $549 million, or ten percent, in 2024 compared to 2023, primarily due to improved results from operations, increased cash distributions from equity method investments and $72 million of favorable working capital changes.
There was no activity on the MPC Loan Agreement or MPLX Credit Agreement during 2023. There were no outstanding balances on either facility as of December 31, 2023. The MPLX Credit Agreement had less than $1 million in letters of credit outstanding. For further discussion, see Item 8.
There were no borrowings or repayments on the MPC Loan Agreement or MPLX Credit Agreement during the year ended December 31, 2024. The MPLX Credit Agreement had less than $1 million in letters of credit outstanding. For further discussion, see Item 8.
The 2033 Senior Notes were offered at a price to the public of 99.170 percent of par with interest payable semi-annually in arrears, commencing on September 1, 2023. The 2053 Senior Notes were offered at a price to the public of 99.536 percent of par with interest payable semi-annually in arrears, commencing on September 1, 2023.
The 2034 Senior Notes were offered at a price to the public of 98.778 percent of par, with interest payable semi-annually in arrears, commencing on December 1, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Matters and Compliance Costs and Item 8. Financial Statements and Supplementary Data - Note 21.
For additional information on contingent liabilities, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Matters and Compliance Costs and Item 8. Financial Statements and Supplementary Data - Note 22.
The business consists of two segments based on the nature of services it offers: Logistics and Storage (“L&S”) and Gathering and Processing (“G&P”). Our assets are positioned throughout the United States. The L&S segment primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products, and renewables.
The business consists of two segments based on the product-based value chain each supports: Crude Oil and Products Logistics and Natural Gas and NGL Services. Our assets are positioned throughout the United States. The Crude Oil and Products Logistics segment primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products, and renewables.
These agreements may include escalation clauses based on various inflationary indices; however, those potential increases have not been incorporated in minimum fees due under these agreements presented below. See Item 8. Financial Statements and Supplementary Data – Note 21 for further discussion. Our cash commitment at December 31, 2023 was $833 million.
We expect to pass any minimum payment commitments through to producer customers. These agreements may include escalation clauses based on various inflationary indices; however, those potential increases have not been incorporated in minimum fees due under these agreements presented below. See Item 8. Financial Statements and Supplementary Data – Note 22 for further discussion.
We use a cost method approach for non-recurring fair value measurements related to the valuation of our leased assets. See Item 8. Financial Statements and Supplementary Data - Note 15 for disclosures regarding our fair value measurements.
We use a cost method or income approach for non-recurring fair value measurements related to the valuation of our leased assets and assets acquired in business combinations. See Item 8.
During the years ended December 31, 2023 and December 31, 2021, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into 2,281,831 common units and 93,108 common units, respectively.
During the years ended December 31, 2024 and December 31, 2023, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into approximately 21 million common units and 2 million common units, respectively. Approximately 6 million Series A preferred units were outstanding as of December 31, 2024.
Financial Statements and Supplementary Data – Note 6. 66 Table of Contents Excluding significant non-cash items, MPC accounted for 50 percent, 47 percent and 50 percent of our total revenues and other income for the years ended December 31, 2023, 2022 and 2021, respectively.
Excluding significant non-cash items, MPC accounted for 49 percent, 50 percent and 47 percent of our total revenues and other income for the years ended December 31, 2024, 2023 and 2022, respectively. Of our total costs and expenses, MPC accounted for 27 percent, 27 percent and 25 percent for the years ended December 31, 2024, 2023 and 2022, respectively.
We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations and quarterly cash distributions. Our material future obligations include interest on debt, payments of debt principal, purchase obligations including contracts to acquire PP&E and our operating leases and service agreements.
We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations and quarterly cash distributions.
The increase of $0.6 billion compared to year-end 2022 resulted from financing the redemption of the Series B preferred units with the issuance of senior notes, as discussed above.
The increase of $0.5 billion compared to year-end 2023 resulted from financing the redemption of the Senior Notes due February 2025 with the proceeds from the issuance of the 2034 Senior Notes, as discussed above.
Under the terms of the MPC Loan Agreement, MPC extends loans to MPLX on a revolving basis as requested by MPLX and as agreed to by MPC. The borrowing capacity of the MPC Loan Agreement is $1.5 billion aggregate principal amount of all loans outstanding at any one time.
The borrowing capacity of the MPC Loan Agreement is $1.5 billion aggregate principal amount of all loans outstanding at any one time.
The table below provides a reconciliation of Adjusted FCF and Adjusted FCF after distributions from net cash provided by operating activities for the years ended December 31, 2023, 2022 and 2021.
This provided us the flexibility to return capital to our unitholders by increasing our quarterly distribution by 12.5 percent in the third quarter of 2024. The table below provides a reconciliation of Adjusted FCF and Adjusted FCF after distributions from net cash provided by operating activities for the years ended December 31, 2024, 2023 and 2022.
Our capital expenditures for the past three years are shown in the table below: (In millions) 2023 2022 2021 Capital expenditures: Growth capital expenditures $ 838 $ 665 $ 407 Growth capital reimbursements (1) (165) (151) (35) Investments in unconsolidated affiliates 98 217 151 Return of capital (3) (11) (36) Capitalized interest (14) (8) (13) Total growth capital expenditures (2) 754 712 474 Maintenance capital expenditures 181 188 133 Maintenance capital reimbursements (31) (44) (45) Capitalized interest (1) (1) (1) Total maintenance capital expenditures 149 143 87 Total growth and maintenance capital expenditures 903 855 561 Investments in unconsolidated affiliates (3) (98) (217) (151) Return of capital (3) 3 11 36 Growth and maintenance capital reimbursements (1)(4) 196 195 80 Increase in capital accruals (82) (47) (11) Capitalized interest 15 9 14 Additions to property, plant and equipment (3) $ 937 $ 806 $ 529 (1) Growth capital reimbursements include reimbursements from customers and our Sponsor.
Our capital expenditures for the past three years are shown in the table below: (In millions) 2024 2023 2022 Capital expenditures: Growth capital expenditures $ 796 $ 838 $ 665 Growth capital reimbursements (115) (165) (151) Investments in unconsolidated affiliates (1) 236 98 217 Return of capital (12) (3) (11) Capitalized interest (16) (14) (8) Total growth capital expenditures (2) 889 754 712 Maintenance capital expenditures 254 181 188 Maintenance capital reimbursements (48) (31) (44) Capitalized interest (3) (1) (1) Total maintenance capital expenditures 203 149 143 Total growth and maintenance capital expenditures 1,092 903 855 Investments in unconsolidated affiliates (3) (236) (98) (217) Return of capital (3) 12 3 11 Growth and maintenance capital reimbursements (4) 163 196 195 Decrease/(increase) in capital accruals 6 (82) (47) Capitalized interest 19 15 9 Additions to property, plant and equipment (3) $ 1,056 $ 937 $ 806 (1) Investments in unconsolidated affiliates for the year ended December 31, 2024 exclude $210 million and $18 million related to the acquisition of additional interests in BANGL, LLC and Wink to Webster Pipeline LLC, respectively.
Cash Flows Used in Investing Activities - Net cash used in investing activities increased $296 million in 2023 compared to 2022 due to higher capital spending and the acquisition of the remaining 40 percent interest in Torñado in 2023.
Cash Flows Used in Investing Activities - Net cash used in investing activities increased $743 million in 2024 compared to 2023 primarily due to the Utica Midstream Acquisition in the first quarter of 2024 and higher capital spending.
We generally record losses related to these types of contingencies as cost of revenues or selling, general and administrative expenses on the Consolidated Statements of Income, except for tax deficiencies unrelated to income taxes, which are recorded as other taxes.
Similarly, liabilities for environmental remediation may vary from estimates because of changes in laws, regulations and their interpretation, additional information on the extent and nature of site contamination and improvements in technology. 71 Table of Contents We generally record losses related to these types of contingencies as cost of revenues or selling, general and administrative expenses on the Consolidated Statements of Income, except for tax deficiencies unrelated to income taxes, which are recorded as other taxes.
The amount of Adjusted EBITDA and DCF generated is considered by the board of directors of our general partner in approving MPLX’s cash distributions. Adjusted EBITDA is a financial performance measure used by management, industry analysts, investors, lenders, and rating agencies to assess the financial performance and operating results of our ongoing business operations.
These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measures of Adjusted EBITDA, DCF, Adjusted FCF, and Adjusted FCF after distributions. Adjusted EBITDA is a financial performance measure used by management, industry analysts, investors, lenders, and rating agencies to assess the financial performance and operating results of our ongoing business operations.
As of December 31, 2023, we had $846 million available under our remaining unit repurchase authorization. Distributions On January 24, 2024, we announced that the board of directors of our general partner had declared a distribution of $0.8500 per common unit, which was paid on February 14, 2024 to common unitholders of record on February 5, 2024.
Distributions On January 22, 2025, we announced that the board of directors of our general partner had declared a quarterly cash distribution of $0.9565 per common unit for the fourth quarter of 2024, which was paid on February 14, 2025 to common unitholders of record on February 3, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of both December 31, 2023 and 2022, the estimated fair value of this contract was a liability of $61 million. Open Derivative Positions and Sensitivity Analysis The estimated fair value of our Level 2 and 3 financial instruments are sensitive to the assumptions used in our pricing models.
Biggest changeAt December 31, 2024 and 2023, the estimated fair value of this contract was a liability of $58 million and $61 million, respectively. Open Derivative Positions and Sensitivity Analysis The estimated fair value of our Level 2 and 3 financial instruments are sensitive to the assumptions used in our pricing models.
We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. 71 Table of Contents Interest Rate Risk Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on third-party outstanding debt, excluding finance leases, is provided in the following table.
We evaluate our portfolio of commodity derivative instruments on an ongoing basis and add or revise strategies in anticipation of changes in market conditions and in risk profiles. 72 Table of Contents Interest Rate Risk Sensitivity analysis of the effect of a hypothetical 100-basis-point change in interest rates on third-party outstanding debt, excluding finance leases, is provided in the following table.
As of December 31, 2023, we did not have any open financial or commodity derivative instruments to hedge the economic risks related to interest rate fluctuations or the volatility of commodity prices, respectively; however, we continually monitor the market and our exposure and may enter into these arrangements in the future.
As of December 31, 2024, we did not have any open financial or commodity derivative instruments to hedge the economic risks related to interest rate fluctuations or the volatility of commodity prices, respectively; however, we continually monitor the market and our exposure and may enter into these arrangements in the future.
Sensitivity analysis of a ten percent difference in our estimated fair value of Level 2 and 3 commodity derivatives (excluding embedded derivatives) as of December 31, 2023 would not have incremental effects on income before income taxes, given we had no open commodity derivative contracts as of December 31, 2023.
Sensitivity analysis of a ten percent difference in our estimated fair value of Level 2 and 3 commodity derivatives (excluding embedded derivatives) as of December 31, 2024 would not have incremental effects on income before income taxes, given we had no open commodity derivative contracts as of December 31, 2024.
Outstanding Derivative Contracts We have a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachian region expiring in December 2027. The customer has the unilateral option to extend the agreement for one five-year term through December 2032.
Outstanding Derivative Contracts We have a natural gas purchase commitment embedded in a keep-whole processing agreement with a producer customer in the Southern Appalachia region expiring in December 2027. The customer has the unilateral option to extend the agreement for one five-year term through December 2032.
(2) Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at December 31, 2023. (3) Assumes a 100-basis-point change in interest rates. The change to income before income taxes was based on the weighted average balance of all outstanding variable-rate debt for the year ended December 31, 2023.
(2) Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at December 31, 2024. (3) Assumes a 100-basis-point change in interest rates. The change to income before income taxes was based on the weighted average balance of all outstanding variable-rate debt for the year ended December 31, 2024.
(4) MPLX had no outstanding borrowings on the MPLX Credit Agreement as of December 31, 2023. Our use of fixed or variable-rate debt directly exposes us to interest rate risk. Fixed rate debt, such as our senior notes, exposes us to changes in the fair value of our debt due to changes in market interest rates.
(4) MPLX had no outstanding borrowings on the MPLX Credit Agreement as of December 31, 2024. Our use of fixed or variable-rate debt directly exposes us to interest rate risk. Fixed rate debt, such as our senior notes, exposes us to changes in the fair value of our debt due to changes in market interest rates.
In the event of a customer default, we may sustain a loss and our cash receipts could be negatively impacted. 72 Table of Contents
In the event of a customer default, we may sustain a loss and our cash receipts could be negatively impacted. 73 Table of Contents
(In millions) Fair Value as of December 31, 2023 (1) Change in Fair Value (2) Change in Income before income taxes for the Year Ended December 31, 2023 (3) Outstanding debt Fixed-rate $ 19,377 $ 1,568 N/A Variable-rate (4) $ — $ — $ — (1) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.
(In millions) Fair Value as of December 31, 2024 (1) Change in Fair Value (2) Change in Income before income taxes for the Year Ended December 31, 2024 (3) Outstanding debt Fixed-rate $ 19,574 $ 1,489 N/A Variable-rate (4) $ — $ — $ — (1) Fair value was based on market prices, where available, or current borrowing rates for financings with similar terms and maturities.

Other MPLX 10-K year-over-year comparisons