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What changed in MPLX LP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MPLX LP's 2024 and 2025 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 2025 report.

+393 added−426 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in MPLX LP's 2025 10-K

393 paragraphs added · 426 removed · 326 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

85 edited+12 added−13 removed175 unchanged
Biggest changeThe rule is consistent with the voluntary methane reduction programs that MPLX has been implementing through its Focus on Methane Program. As a result, although the rule requires MPLX to make additional investments to further reduce methane emissions, we do not believe the rule will have a material impact to our operations.
Biggest changeAs a result, although the rule requires MPLX to make additional investments to further reduce methane emissions, we do not believe the rule will have a material impact to our operations. The Inflation Reduction Act of 2022 includes a charge on methane emissions above a certain threshold at facilities emitting more than 25,000 metric tons of carbon dioxide equivalent annually.
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.
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. • Treating.
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, MPC will pay us a deficiency payment equal to the volume of the deficiency multiplied by the tariff rate then in effect.
Under most of our terminal services agreements, if MPC fails to meet its minimum volume commitment during any period, then MPC will pay us a deficiency payment equal to the volume of the deficiency multiplied by the contractual fee then in effect. Some of our terminal services agreements contain minimum commitments for various additional services such as storage and blending.
Under most of our terminal services agreements, if MPC fails to meet its minimum volume commitment during any period, MPC will pay us a deficiency payment equal to the volume of the deficiency multiplied by the contractual fee then in effect. Some of our terminal services agreements contain minimum commitments for various additional services such as storage and blending.
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.
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 other wholesale petroleum products distributors.
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.
The 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 the EPAct 2005.
In addition, EPA has received three petitions requesting regulatory action on per- and polyfluoroalkyl substances (“PFAS”) under RCRA and in February 2024, proposed two regulations that would add nine PFAS, including PFOA and PFOS, to the list of RCRA hazardous constituents and broaden the definition of hazardous waste applicable to corrective action requirements at hazardous waste treatment, storage, and disposal facilities.
In addition, the EPA has received three petitions requesting regulatory action on per- and polyfluoroalkyl substances (“PFAS”) under RCRA and in February 2024, proposed two regulations that would add nine PFAS, including PFOA and PFOS, to the list of RCRA hazardous constituents and broaden the definition of hazardous waste applicable to corrective action requirements at hazardous waste treatment, storage, and disposal facilities.
Construction or maintenance of our plants, compressor stations, pipelines, barge docks and storage facilities may impact wetlands or other surface water bodies, which are also regulated under the CWA by EPA, the United States Army Corps of Engineers (“Army Corps”) and state water quality agencies.
Construction or maintenance of our plants, compressor stations, pipelines, barge docks and storage facilities may impact wetlands or other surface water bodies, which are also regulated under the CWA by the EPA, the United States Army Corps of Engineers (“Army Corps”) and state water quality agencies.
On October 22, 2019, EPA and the Army Corps published a final rule to repeal the 2015 “Clean Water Rule: Definition of Waters of the United States” (“2015 Rule”), which amended portions of the Code of Federal Regulations to restore the regulatory text that existed prior to the 2015 Rule, effective December 23, 2019.
On October 22, 2019, the EPA and the Army Corps published a final rule to repeal the 2015 “Clean Water Rule: Definition of Waters of the United States” (“2015 Rule”), which amended portions of the Code of Federal Regulations to restore the regulatory text that existed prior to the 2015 Rule, effective December 23, 2019.
The rule repealing the 2015 Rule has been challenged in multiple federal courts. On April 21, 2020, EPA and the Army Corps promulgated the Navigable Waters Protection Rule (“2020 Rule”) to define “waters of the United States.” The 2020 Rule has been vacated by a federal court.
The rule repealing the 2015 Rule has been challenged in multiple federal courts. On April 21, 2020, the EPA and the Army Corps promulgated the Navigable Waters Protection Rule (“2020 Rule”) to define “waters of the United States.” The 2020 Rule has been vacated by a federal court.
On January 18, 2023, EPA and the Army Corps published a final rule (“2023 Rule”) repealing the 2020 Rule defining “waters of the United States” and adopting a rule largely based upon the definition adopted in 1986 with some revisions based upon subsequent United States Supreme Court rulings, in particular Rapanos v.
On January 18, 2023, the EPA and the Army Corps published a final rule (“2023 Rule”) repealing the 2020 Rule defining “waters of the United States” and adopting a rule largely based upon the definition adopted in 1986 with some revisions based upon subsequent United States Supreme Court rulings, in particular Rapanos v.
EPA rejecting the significant nexus test in favor of the relatively permanent waters test, thereby narrowing the scope of wetlands and other water bodies regulated as “waters of the United States.” On September 8, 2023, EPA and the Army Corps revised the 2023 Rule to conform to the Sackett decision (“Revised 2023 Rule”).
EPA rejecting the significant nexus test in favor of the relatively permanent waters test, thereby narrowing the scope of wetlands and other water bodies regulated as “waters of the United States.” On September 8, 2023, the EPA and the Army Corps revised the 2023 Rule to conform to the Sackett decision (“Revised 2023 Rule”).
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.
We are also subject at regulated facilities to the Occupational Safety and Health Administration’s Process Safety Management and the 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.
We believe that we are in material compliance with all applicable laws and regulations regarding the security of our facilities. Tribal Lands Various federal agencies, including EPA and the Department of the Interior, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and gas operations on Native American tribal lands where we operate.
We believe that we are in material compliance with all applicable laws and regulations regarding the security of our facilities. Tribal Lands Various federal agencies, including the EPA and the Department of the Interior, along with certain Native American tribes, promulgate and enforce regulations pertaining to oil and gas operations on Native American tribal lands where we operate.
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.
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 its culture reflects the quality of individuals across its workforce.
If there is the potential to adversely affect migratory birds as a result of our operations or construction activities, we may be required to seek authorization to conduct those operations or construction activities, which may result in specified operating or construction restrictions on a temporary, seasonal, or permanent basis in affected areas and thus have an adverse impact on our ability to provide timely gathering, processing or fractionation services to our exploration and production customers.
If there is the potential to adversely affect migratory birds as a result of our operations or construction activities, we may be required to seek authorization to conduct those operations or construction activities, which may result in specified operating or construction restrictions on a temporary, seasonal, or permanent basis in affected areas and thus have an adverse impact on our ability to provide timely gathering, treating, processing or fractionation services to our exploration and production customers.
Also, on April 26, 2024, EPA issued a final rule establishing national drinking water standards for PFOS, PFOA, perfluorohexane sulfonic acid (“PFHxS”), perfluorononanoic acid (“PFNA”), perfluorobutane sulfonic acid (“PFBS”), and hexafluoropropylene oxide dimer acid and its ammonium salt (also known as “GenX”). Congress may also take further action to regulate PFAS.
Also, on April 26, 2024, the EPA issued a final rule establishing national drinking water standards for PFOS, PFOA, perfluorohexane sulfonic acid (“PFHxS”), perfluorononanoic acid (“PFNA”), perfluorobutane sulfonic acid (“PFBS”), and hexafluoropropylene oxide dimer acid and its ammonium salt (also known as “GenX”). Congress may also take further action to regulate PFAS.
Our assets include a network of crude oil and refined product pipelines; an inland marine business; light-product, asphalt, heavy oil and marine terminals; storage caverns; refinery tanks, docks, loading racks, and associated piping; crude oil and natural gas gathering systems and pipelines; as well as natural gas and NGL processing and fractionation facilities.
Our assets include a network of crude oil and refined product pipelines; an inland marine business; light-product, asphalt, heavy oil and marine terminals; storage caverns; refinery tanks, docks, loading racks, and associated piping; crude oil and natural gas gathering systems and pipelines; as well as natural gas and NGL treating, processing and fractionation facilities.
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.
Our Natural Gas and NGL Services competitors include: • natural gas midstream providers, of varying financial resources and experience, that gather, treat, 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.
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 wellhead to market services including gathering, processing and transportation of natural gas and 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 wellhead to market services including gathering, treating, processing and transportation of natural gas and NGLs.
It enables MPC to be an employer of choice in the face of shifting talent needs and availability. Executing this People Strategy requires that it attracts and retains the best talent with the right capabilities when we need them.
It enables MPC to be an employer of choice in the face of shifting talent needs and availability. Executing this People Strategy requires that it attracts and retains the best talent with the right skills and capabilities when we need them.
OUR NATURAL GAS AND NGL SERVICES CONTRACTS WITH MPC AND THIRD PARTIES The majority of our revenues in the Natural Gas and NGL Services segment are generated from wellhead to market services, including natural gas gathering, transportation and processing; and NGL transportation, fractionation, marketing and storage.
OUR NATURAL GAS AND NGL SERVICES CONTRACTS WITH MPC AND THIRD PARTIES The majority of our revenues in the Natural Gas and NGL Services segment are generated from wellhead to market services, including natural gas gathering, treating, transportation and processing; and NGL transportation, fractionation, marketing and storage.
This agreement is subject to an initial term of five years and automatically renews for one additional five-year renewal period unless terminated by either party.
This agreement is subject to an initial term of five years and automatically renews for one additional five-year period unless terminated by either party.
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.
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. 2025 RESULTS The following table summarizes the operating performance for each segment for the year ended December 31, 2025.
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.
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, 2025, approximately 88 percent of Crude Oil and Products Logistics segment revenues and other income was generated from MPC.
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.
However, we may be required to incur capital expenditures and may continue to incur capital expenditures in the future for installation of air pollution control equipment and may 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.
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.
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, 2025, 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 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.
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, 2025. Given MPC’s significant interest in us, we believe MPC will promote and support the successful execution of our business strategies.
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.
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 services agreement, MPC has committed to pay a fixed fee for 100 percent of available capacity for boats, barges and third-party chartered equipment.
Our agreements with MPC provide for annual escalations that are either fixed or based on a variety of factors including the FERC index and various other inflation-based indexes depending on the nature and geography of the services provided. Pipeline Operating Agreements with MPC We operate various pipelines owned by MPC, under operating services agreements.
Our agreements with MPC provide for annual escalations that are either fixed or based on a variety of factors including the FERC index and various other inflation-based indices depending on the nature and geography of the services provided. Pipeline Operating Agreements with MPC We operate various pipelines owned by MPC under operating services agreements.
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.
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, 2025: We continue to have a strategic relationship with MPC, which is a large source of our revenues.
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.
These assets consist of a network of 14,853 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.
EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) developing cleanup recommendations for PFOA and PFOS, (3) evaluating listing PFOA and PFOS as hazardous substances under CERCLA, and (4) conducting toxicity assessments for other PFAS chemicals.
The EPA identified that it would evaluate, among other actions, (1) proposing national drinking water standards for PFOA and PFOS, (2) developing cleanup recommendations for PFOA and PFOS, (3) evaluating the listing of PFOA and PFOS as hazardous substances under CERCLA, and (4) conducting toxicity assessments for other PFAS chemicals.
Additionally, we have certain indemnification agreements with MPC under which MPC retains responsibility for remediation of environmental liabilities due to the use or operation of the assets prior to our ownership, and indemnifies us for any losses we incurred arising out of those remediation obligations.
Additionally, we have certain indemnification agreements with MPC under which MPC retains responsibility for remediation of environmental liabilities due to the use or operation of the assets prior to our ownership, and indemnifies us for any losses we incur arising out of those remediation obligations.
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.
Our strategic gathering and processing agreements with key producers enhance 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.
CARB amended the regulation in August 2020 to include maximum emission rates from auxiliary engines and boilers used to unload tanker vessels at berth. The obligation to meet the emission rates applies to both a vessel and the terminal where it is unloading.
CARB amended the regulation in August 2020 to include maximum emission rates from auxiliary engines and boilers used to unload tanker vessels at berth. The obligation to meet the emission rates applies to both a vessel and the terminal where it is unloading or loading.
If protected species are located in areas where we propose to construct new gathering or transportation pipelines, processing or fractionation facilities, or other infrastructure, such work could be prohibited or delayed in certain of those locations or during certain times, when our operations could result in a taking of the species or destroy or adversely modify critical habitat that has been designated for the species.
If protected species are located in areas where we propose to construct new gathering or transportation pipelines, processing or fractionation facilities, or other infrastructure, such work could be prohibited 16 Table of Contents or delayed in certain of those locations or during certain times, when our operations could result in a taking of the species or destroy or adversely modify critical habitat that has been designated for the species.
Natural gas has a widely varying composition depending on the field, formation reservoir or facility from which it is produced. Our natural gas processing complexes remove the heavier and more valuable hydrocarbon components, which are extracted as a mixed NGL stream that includes ethane, propane, butanes and natural gasoline (also referred to as “y-grade”).
Natural gas has a widely varying composition depending on the field, formation reservoir or facility from which it is produced. Our natural gas processing complexes remove the heavier and more valuable hydrocarbon 6 Table of Contents components, which are extracted as a mixed NGL stream that includes ethane, propane, butanes and natural gasoline (also referred to as “y-grade”).
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.
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.
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.
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, 2025, our general partner and its affiliates had approximately 5,762 full-time employees that provide services to us under our employee services agreements.
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.
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.
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.
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. The rule has been challenged in court.
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.
In 2025, MPC accounted for 48 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.
Any change in mix may influence our long-term financial results. Keep-whole Agreement with MPC MPLX has a keep-whole commodity agreement related to our Rockies operations with MPC. Under the agreement, MPC pays us a processing fee for NGLs related to keep-whole agreements and we pay MPC a marketing fee in exchange for assuming the commodity risk.
Any change in mix may influence our long-term financial results. Keep-whole Agreement with MPC MPLX had a keep-whole commodity agreement related to our Rockies operations with MPC. Under the agreement, MPC paid us a processing fee for NGLs related to keep-whole agreements and we paid MPC a marketing fee in exchange for assuming the commodity risk.
For the year ended December 31, 2024, revenues with one customer primarily related to these NGL transactions in the Southwest region accounted for approximately 16 percent of Natural Gas and NGL Services segment revenues.
For the year ended December 31, 2025, revenues with one customer primarily related to these NGL transactions in the Southwest region accounted for approximately 20 percent of Natural Gas and NGL Services segment revenues.
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 these regulations on our operations. In addition, many states are actively proposing and adopting legislation and regulations relating to the use of AFFFs containing PFAS.
Subsequent changes to those rates are not grandfathered. New rates have since been established after EPAct 1992 for certain pipelines, and certain of our pipelines have subsequently been approved to charge market-based rates. FERC permits regulated oil pipelines to change their rates within prescribed ceiling levels that are tied to an inflation index.
New rates have since been established after the EPAct 1992 for certain pipelines, and certain of our pipelines have subsequently been approved to charge market-based rates. FERC permits regulated oil pipelines to change their rates within prescribed ceiling levels that are tied to an inflation index.
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.
GHG Emissions 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.
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.
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 2026: Agreement Initial Term (years) MPC minimum commitment Transportation Services (mbpd): Crude pipelines (1) 4 - 10 1,933 Refined product pipelines (2) 1 - 15 1,597 Marine (3) 3 N/A Storage Services (mbbls): Tank Farms (4) 2 - 12 135,013 Caverns (5) 10 - 20 3,632 Terminal Services (6) (mbpd) Various 2,256 Fuels Distribution Services (7) (millions of gallons per year) 10 23,449 (1) Renewal terms include multiple two to five-year terms.
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.
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.
MPC also provides retirement programs, life insurance, family building and support programs, sick and disability benefits, education assistance, as well as supports the well-being of employees and their families through a comprehensive Employee Assistance Program and financial wellness tools.
MPC also provides retirement programs, including a 401(k) plan and active defined benefit plan, life insurance, family building and support programs, sick and disability benefits, education assistance, as well as supports the well-being of employees and their families through a comprehensive Employee Assistance Program and financial wellness tools.
The following diagram depicts our organizational structure and MPC’s ownership interest in us as of February 21, 2025. 5 Table of Contents INDUSTRY OVERVIEW As of December 31, 2024, our diversified services in the midstream sector broken down by our segments are as follows: Crude Oil and Products Logistics: The midstream sector plays a crucial role in the oil and gas industry by providing gathering, transportation, terminalling, storage and marketing services as depicted in blue below.
Our common units are publicly traded on the NYSE under the symbol “MPLX.” The following diagram depicts our organizational structure and MPC’s ownership interest in us as of February 20, 2026. 5 Table of Contents INDUSTRY OVERVIEW As of December 31, 2025, our diversified services in the midstream sector broken down by our segments are as follows: Crude Oil and Products Logistics: The midstream sector plays a crucial role in the oil and gas industry by providing gathering, transportation, terminalling, storage and marketing services as depicted in blue below.
(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.
(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. This agreement is subject to two renewal periods of three years each. (4) Volume shown represents total shell capacity available for MPC’s use and includes refining logistics tanks.
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.
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 waiver issued by the US EPA for the amended regulation has been challenged.
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.
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 cannot predict the effects of the various state implementation plan requirements at this time. In 2007, the California Air Resources Board (“CARB”) adopted the At-Berth Regulation to control airborne emissions from ocean-going vessels at berth but excluded tanker vessels due to safety and technological challenges for stack emission capture on vessels with hazardous cargo, which challenges still exist today.
In 2007, the California Air Resources Board (“CARB”) adopted the At-Berth Regulation to control airborne emissions from ocean-going vessels at berth but excluded tanker vessels due to safety and technological challenges for stack emission capture on vessels with hazardous cargo, which challenges still exist today.
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.
The pricing structure under this agreement provided for a base volume subject to a base rate and incremental volumes subject to variable rates, which were calculated with reference to certain of our costs incurred as processor of the volumes. The pricing for both the base and incremental volumes was subject to revision each year. This agreement expired in March 2025.
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.
Fluorine-free firefighting foams are currently under development but have not yet proven to be as effective as AFFFs containing PFAS for all applications. In May 2016, the EPA issued lifetime health advisory levels (“HALs”) and health effects support documents for two PFAS substances - PFOA and PFOS.
EPAct 1992 deemed certain interstate petroleum pipeline rates then in effect to be just and reasonable under the ICA. These rates are commonly referred to as “grandfathered rates.” Our rates for interstate transportation service in effect for the 365-day period ending on the date of the passage of EPAct 1992 were deemed just and reasonable and therefore are grandfathered.
These rates are commonly referred to as “grandfathered rates.” Our rates for interstate transportation service in effect for the 365-day period ending on the date of the passage of the EPAct 1992 were deemed just and reasonable and therefore are grandfathered. Subsequent changes to those rates are not grandfathered.
The rule titled “Standards of Performance for New, Reconstructed, and Modified Sources and Emissions Guidelines for Existing Sources: Oil and Gas Sector Climate Review” requires MPLX to control and reduce methane emissions within its natural gas gathering and boosting operations and gas processing facilities.
The EPA’s final rule titled “Standards of Performance for New, Reconstructed, and Modified Sources and Emissions Guidelines for Existing Sources: Oil and Natural Gas Sector Climate Review,” which was published in March 2024, requires MPLX to control and reduce methane emissions within its natural gas gathering and boosting operations and gas processing facilities.
The charge starts at $900 per metric ton of methane in 2024, $1,200 per metric ton in 2025, and increasing to $1,500 per metric ton in 2026 and beyond.
The charge starts at $900 per metric ton of methane in the first year, $1,200 per metric ton in the second year, and increasing to $1,500 per metric ton in the third year and beyond.
INSURANCE Our assets may experience physical damage as a result of an accident or natural disaster. These hazards can also cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and business interruption. We are insured under MPC and other third-party insurance policies.
INSURANCE Our assets may experience physical damage as a result of an accident or natural disaster. These hazards can also cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and business interruption. While certain insurance policies are shared with MPC, MPLX maintains its own retention structure.
Renewal terms vary and range from year-to-year to multiple additional five-year terms. (5) Renewal terms include multiple four to five-year terms. Volume shown represents total shell capacity. (6) Renewal terms vary and range from month-to-month to two additional five-year terms. (7) The contract initiated in February 2018 and includes one additional five-year renewal term.
Renewal terms vary and range from year-to-year to multiple additional five-year terms. (5) Renewal terms include multiple four to five-year terms. Volume shown represents total shell capacity. (6) Renewal terms vary and range from month-to-month to two additional five-year terms.
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.
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.
District Court in Montana vacated Nationwide Permit 12 (“NWP 12”), which authorizes the placement of fill material in “waters of the United States” for utility line activities as long as certain best management practices are implemented.
The regulatory uncertainty could result in delays in permitting and impact pipeline construction and maintenance activities. In April 2020, the U.S. District Court in Montana vacated Nationwide Permit 12 (“NWP 12”), which authorizes the placement of fill material in “waters of the United States” for utility line activities as long as certain best management practices are implemented.
This agreement is scheduled to expire in 2025. Other Service Agreements We provide general and administrative services for many of our operated joint ventures under services agreements.
Other Service Agreements We provide general and administrative services for many of our operated joint ventures under services agreements.
Both full-time and part-time employees are eligible for these benefits. Inclusion Inclusion is embedded in MPC’s People Strategy, guided by core values, and supported by a dedicated team of subject matter experts and leadership. Its People Strategy is based on three pillars: building a diverse workforce, creating a more inclusive culture, and contributing to our thriving communities.
Both full-time and part-time employees are eligible for these benefits. Inclusion Inclusion is embedded in MPC’s People Strategy, guided by core values, and supported by a dedicated team of subject matter experts and leadership.
We have implemented and continue to pursue growth and integration opportunities along the existing product-based value chains that benefit both MPC and MPLX, demonstrated by the recently announced expansion of the Permian to Gulf Coast integrated value chain, which includes projects to construct a fractionation complex and LPG export terminal adjacent to MPC’s Galveston Bay refinery.
We have implemented and continue to pursue growth and integration opportunities along the existing product-based value chains that benefit both MPC and MPLX, demonstrated by the continued expansion of the Permian to Gulf Coast integrated value chain, which includes the recently completed Northwind Midstream Acquisition and BANGL Acquisition.
Compliance with the regulation is expected to increase our costs at affected facilities; however, to the extent permitted by regulations and our existing agreements, we expect to pass these costs on to our customers. GHG Emissions Currently, legislative and regulatory measures to address GHG emissions are in various phases of review, discussion or implementation.
Compliance with the regulation is expected to increase our costs at affected facilities; however, to the extent permitted by regulations and our existing agreements, we expect to pass these costs on to our customers.
In February 2019, EPA issued a PFAS Action Plan identifying actions it is planning to take to study and regulate various PFAS chemicals.
These HALs were updated in June 2022, when the EPA also issued HALs for two additional PFAS substances. In February 2019, the EPA issued a PFAS Action Plan identifying actions it is planning to take to study and regulate various PFAS chemicals.
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 believes each candidate brings a new perspective to its workforce, and it actively seeks candidates with a variety of backgrounds and experience. 18 Table of Contents 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.
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.
Additionally, many states are using the EPA HALs for PFOS and PFOA and some states are adopting and proposing state-specific drinking water 15 Table of Contents 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.
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.
Our marine transportation business could be adversely affected if the Jones Act were to be modified so as to permit foreign competition that is not subject to the same United States government-imposed burdens. 17 Table of Contents 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.
The Revised 2023 Rule applies in only 23 states and has also been challenged in multiple federal courts. The regulatory uncertainty could result in delays in permitting and impact pipeline construction and maintenance activities. In April 2020, the U.S.
The Revised 2023 Rule applies in only 23 states and has also been challenged in multiple federal courts.
The specialization within each group allows it to specifically address MPC’s broad range of current and future talent needs, as well as 18 Table of Contents devote time and attention to candidates during the hiring process. MPC believes each candidate brings a new perspective to its workforce, and it actively seeks candidates with a variety of backgrounds and experience.
Its Talent Acquisition team consists of three segments: Executive Recruiting, Experienced Recruiting and University Recruiting. The specialization within each group allows it to specifically address MPC’s broad range of current and future talent needs, as well as devote time and attention to candidates during the hiring process.
We cannot currently predict the impact of these regulations on our liquidity, financial position, or results of operations. 15 Table of Contents Air Emissions The CAA and comparable state laws restrict the emission of air pollutants from many sources and impose various monitoring and reporting requirements.
Air Emissions The CAA and comparable state laws restrict the emission of air pollutants from many sources and impose various monitoring and reporting requirements.
At this time, we do not expect it to have a material adverse effect on our operations, financial condition or results of operations. 16 Table of Contents Endangered Species Act and Migratory Bird Treaty Act Considerations The federal Endangered Species Act (“ESA”) and analogous state laws regulate activities that may affect endangered or threatened species, including their habitats.
Endangered Species Act and Migratory Bird Treaty Act Considerations The federal Endangered Species Act (“ESA”) and analogous state laws regulate activities that may affect endangered or threatened species, including their habitats.
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.
As of December 31, 2025, gathering and processing assets available to MPLX included approximately 9.4 Bcf/d of gas gathering capacity, 11.2 Bcf/d of natural gas processing capacity and 819 mbpd of fractionation and de-ethanization capacity. MPLX also owns or operates approximately 1,401 miles of NGL pipelines.
Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as Item 8.
For further discussion of our segments and a reconciliation of Non-GAAP measures to our Consolidated Statements of Income, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as Item 8.
AVAILABLE INFORMATION General information about MPLX LP and its general partner, MPLX GP LLC, including Governance Principles, Audit Committee Charter, Conflicts Committee Charter and Certificate of Limited Partnership, can be found at www.mplx.com . In addition, our Code of Business Conduct and Code of Ethics for Senior Financial Officers are available in this same location.
Led by employees with involvement and support from executive sponsors, these networks connect colleagues from across MPC and provide opportunities for development, networking and community involvement. AVAILABLE INFORMATION General information about MPLX LP and its general partner, MPLX GP LLC, including Governance Principles, Audit Committee Charter, Conflicts Committee Charter and Certificate of Limited Partnership, can be found at www.mplx.com .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA 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.
Biggest changeA 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.
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.
Business and Operational Risks A significant decrease in crude 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.
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.
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, treating, 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.
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.
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, 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.
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.
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; • 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.
In order to attract additional oil, natural gas, NGL or refined product supplies from a customer, we may be required to order equipment and facilities, obtain rights of way or other land rights or otherwise commence construction activities for facilities that will be required to serve such customer’s additional supplies prior to executing agreements with the customer.
In order to attract additional crude oil, natural gas, NGL or refined product supplies from a customer, we may be required to order equipment and facilities, obtain rights of way or other land rights or otherwise commence construction activities for facilities that will be required to serve such customer’s additional supplies prior to executing agreements with the customer.
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.
Alternatively, crude 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 crude oil, natural gas, NGLs or refined products, which may increase our operating costs and reduce our cash available for distribution.
While we do not conduct hydraulic fracturing operations, we do provide gathering, processing and fractionation services with respect to natural gas and natural gas liquids produced by our customers as a result of such operations. A range of federal, state and local laws and regulations currently govern or, in some cases, prohibit, hydraulic fracturing in some jurisdictions.
While we do not conduct hydraulic fracturing operations, we do provide gathering, treating, processing and fractionation services with respect to natural gas and natural gas liquids produced by our customers as a result of such operations. A range of federal, state and local laws and regulations currently govern or, in some cases, prohibit, hydraulic fracturing in some jurisdictions.
If federal, state and local legislation and regulatory initiatives relating to hydraulic fracturing or other oil and gas production activities are enacted or expanded, such efforts could impede oil and gas production, increase producers’ cost of compliance, and result in reduced volumes available for our midstream assets to gather, process and fractionate.
If federal, state and local legislation and regulatory initiatives relating to hydraulic fracturing or other oil and gas production activities are enacted or expanded, such efforts could impede oil and gas production, increase producers’ cost of compliance, and result in reduced volumes available for our midstream assets to gather, treat, process and fractionate.
These conflicts include, among others, the following situations: • neither our Partnership Agreement nor any other agreement requires MPC to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by MPC to increase or decrease refinery production, shut down or reconfigure a refinery, or pursue and grow particular markets; • MPC’s directors and officers have a fiduciary duty to make decisions in the best interests of the stockholders of MPC; • disputes may arise under agreements pursuant to which MPC and its affiliates are our customers; • MPC may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests; • except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval; • our general partner will determine the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of cash reserves, each of which can affect the amount of cash that is distributed to our unitholders; • our general partner will determine the amount and timing of many of our cash expenditures and whether a cash expenditure is classified as an expansion capital expenditure, which would not reduce operating surplus, or a maintenance capital expenditure, which would reduce our operating surplus.
These conflicts include, among others, the following situations: • neither our Partnership Agreement nor any other agreement requires MPC to pursue a business strategy that favors us or utilizes our assets, which could involve decisions by MPC to increase or decrease refinery production, shut down or reconfigure a refinery, or pursue and grow particular markets; • MPC’s directors and officers have a fiduciary duty to make decisions in the best interests of the stockholders of MPC; • disputes may arise under agreements pursuant to which MPC and its affiliates are our customers; • MPC may be constrained by the terms of its debt instruments from taking actions, or refraining from taking actions, that may be in our best interests; 35 Table of Contents • except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval; • our general partner will determine the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities and the creation, reduction or increase of cash reserves, each of which can affect the amount of cash that is distributed to our unitholders; • our general partner will determine the amount and timing of many of our cash expenditures and whether a cash expenditure is classified as an expansion capital expenditure, which would not reduce operating surplus, or a maintenance capital expenditure, which would reduce our operating surplus.
The fees charged to third parties under our gathering, processing, transmission, transportation, fractionation, stabilization and storage agreements may not escalate sufficiently to cover increases in costs, or the agreements may not be renewed or may be suspended in some circumstances. Our costs may increase at a rate greater than the fees we charge to third parties.
The fees charged to third parties under our gathering, treating, processing, transmission, transportation, fractionation, stabilization and storage agreements may not escalate sufficiently to cover increases in costs, or the agreements may not be renewed or may be suspended in some circumstances. Our costs may increase at a rate greater than the fees we charge to third parties.
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.
Increases in interest rates could adversely impact our unit price, our ability to issue equity or incur additional 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.
Our indebtedness may impose various restrictions and covenants on us that could have, or the incurrence of such debt could otherwise result in, material adverse consequences, including: • We may have difficulties obtaining additional financing for working capital, capital expenditures, acquisitions, or general business purposes on favorable terms, if at all, or our cost of borrowing may increase. • We may be at a competitive disadvantage compared to our competitors who have proportionately less debt, or we may be more vulnerable to, and have limited flexibility to respond to, competitive pressures or a downturn in our business or the economy generally. • If our operating results are not sufficient to service our indebtedness, we may be required to reduce our distributions, reduce or delay our business activities, investments or capital expenditures, sell assets or issue equity, which could materially and adversely affect our financial condition, results of operations, cash flows and ability to make distributions to unitholders, as well as the trading price of our common units. • The operating and financial restrictions and covenants in our revolving credit facility and any future financing agreements could restrict our ability to finance our operations or capital needs or to expand or pursue our business activities, which may, in turn, limit our ability to make distributions to our unitholders.
Our indebtedness may impose 25 Table of Contents various restrictions and covenants on us that could have, or the incurrence of such debt could otherwise result in, material adverse consequences, including: • We may have difficulties obtaining additional financing for working capital, capital expenditures, acquisitions, or general business purposes on favorable terms, if at all, or our cost of borrowing may increase. • We may be at a competitive disadvantage compared to our competitors who have proportionately less debt, or we may be more vulnerable to, and have limited flexibility to respond to, competitive pressures or a downturn in our business or the economy generally. • If our operating results are not sufficient to service our indebtedness, we may be required to reduce our distributions, reduce or delay our business activities, investments or capital expenditures, sell assets or issue equity, which could materially and adversely affect our financial condition, results of operations, cash flows and ability to make distributions to unitholders, as well as the trading price of our common units. • The operating and financial restrictions and covenants in our revolving credit facility and any future financing agreements could restrict our ability to finance our operations or capital needs or to expand or pursue our business activities, which may, in turn, limit our ability to make distributions to our unitholders.
Sustained periods of low prices could result in producers deciding to limit their oil and gas drilling operations, which could substantially delay the production and delivery of volumes of oil, natural gas and NGLs to our facilities and adversely affect our revenues and cash available for distribution.
Sustained periods of low energy prices could result in producers deciding to limit their oil and gas drilling operations, which could substantially delay the production and delivery of volumes of oil, natural gas and NGLs to our facilities and adversely affect our revenues and cash available for distribution.
If such agreements are not executed, we may be unable to recover such costs and expenses. Additionally, new facilities may not be able to attract enough oil, natural gas, NGLs or refined products to achieve our expected investment return.
If such agreements are not executed, we may be unable to recover such costs and expenses. Additionally, new facilities may not be able to attract enough crude oil, natural gas, NGLs or refined products to achieve our expected investment return.
We depend 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, and a reduction in these quantities could reduce our revenues and cash flow.
We depend 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, and a reduction in these quantities could reduce our revenues and cash flow.
For example, our Partnership Agreement: • provides that whenever our general partner makes a determination or takes, or declines to take, any other action in its capacity as our general partner, our general partner is required to make such determination, or take or decline to take such other action, in good faith and will not be subject to any other or different standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity; • provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith; • provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and • provides that our general partner will not be in breach of its obligations under our Partnership Agreement or its fiduciary duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our Partnership Agreement.
For example, our Partnership Agreement: • provides that whenever our general partner makes a determination or takes, or declines to take, any other action in its capacity as our general partner, our general partner is required to make such determination, or take or decline to take 36 Table of Contents such other action, in good faith and will not be subject to any other or different standard imposed by our Partnership Agreement, Delaware law, or any other law, rule or regulation, or at equity; • provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith; • provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and • provides that our general partner will not be in breach of its obligations under our Partnership Agreement or any of its duties to us or our limited partners if a transaction with an affiliate or the resolution of a conflict of interest is approved in accordance with, or otherwise meets the standards set forth in, our Partnership Agreement.
However, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, our deduction for “business interest” is generally limited to the sum of our business interest income and 30 percent of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, our adjusted taxable income is also computed without regard to any depreciation or amortization.
However, under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017, our deduction for “business interest” generally became limited to the sum of our business interest income and 30 percent of our “adjusted taxable income.” For the purposes of this limitation, our adjusted taxable income is computed without regard to any business interest expense or business interest income, and in the case of taxable years beginning before January 1, 2022, our adjusted taxable income was also computed without regard to any depreciation or amortization.
The prices for oil, natural gas and NGLs depend upon factors beyond our control, including global and local demand, production levels, changes in interstate pipeline gas quality specifications, imports and exports, seasonality and weather conditions, alternative energy sources such as wind, solar and other renewable energy technologies, economic and political conditions domestically and internationally and governmental regulations.
The prices for oil, natural gas and NGLs depend upon factors beyond our control, including global and regional demand, production levels, changes in interstate pipeline gas quality specifications, imports and exports, seasonality and weather conditions, alternative energy sources such as wind, solar and other renewable energy technologies, economic and political conditions domestically and internationally and governmental regulations.
In addition, significant stockholders of MPC may attempt to effect changes at MPC or acquire control of the company, which could impact the pursuit of MPC’s business strategies.
In addition, significant stockholders of MPC may attempt to effect changes at MPC or acquire control of the company, which could impact MPC’s business strategies.
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.
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 2022, MPLX established a target to reduce methane emissions intensity and MPC, MPLX’s largest customer, has established a target to reduce GHG emissions. These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis.
MPLX has established a target to reduce methane emissions intensity and MPC, MPLX’s largest customer, has established a target to reduce GHG emissions intensity. These targets reflect our current plans and aspirations and are not guarantees that we will be able to achieve them. We assess progress with these targets on an annual basis.
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.
Significant acquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, 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.
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.
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.
If MPC satisfies only its minimum obligations under, or if we are unable to renew or extend, the transportation, terminal, fuels distribution, marketing and storage services agreements we have with MPC, or if MPC elects to use credits upon the expiration or termination of an agreement, our cash available for distribution will be materially and adversely affected.
If MPC satisfies only its minimum obligations under, or if we are unable to renew or extend, the transportation, terminal, fuels distribution, marketing and storage services agreements we have with MPC, or if MPC elects to 31 Table of Contents use credits upon the expiration or termination of an agreement, our cash available for distribution will be materially and adversely affected.
Non-U.S. unitholders will be required to file U.S. federal tax returns and pay tax on their share of our taxable income. Non-U.S. unitholders will also potentially have tax filings and payment obligations in additional jurisdictions. We treat each purchaser of common units as having the same tax benefits without regard to the actual units purchased.
Non-U.S. unitholders will be required to file U.S. federal tax returns and pay tax on their share of our taxable income. Non-U.S. unitholders will also potentially have tax filings and payment obligations in additional jurisdictions. 33 Table of Contents We treat each purchaser of common units as having the same tax benefits without regard to the actual units purchased.
Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes or increase the amount of taxes payable by unitholders in publicly traded partnerships.
Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible to meet 34 Table of Contents the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes or increase the amount of taxes payable by unitholders in publicly traded partnerships.
Legal and Regulatory Risks We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations. Additionally, changes to the federal government’s policies and operations could lead to increased regulatory uncertainty and volatility, which may impact our business, financial condition and results of operations.
Legal and Regulatory Risks We expect to continue to incur substantial capital expenditures and operating costs to meet the requirements of evolving environmental and other laws or regulations. Changes to the federal government’s policies and operations could lead to increased regulatory uncertainty and volatility and increased state regulation, which may impact our business, financial condition and results of operations.
If we are unable to make accretive strategic acquisitions from MPC or third parties that increase the cash generated from operations per unit, whether due to an inability to identify attractive acquisition candidates, to negotiate acceptable purchase contracts, or to obtain financing for these acquisitions on economically acceptable terms, then our ability to successfully implement our business strategy may be impaired.
If we are unable to make accretive strategic acquisitions from MPC or third parties that increase the cash 30 Table of Contents generated from operations per unit, whether due to an inability to identify attractive acquisition candidates, to negotiate acceptable purchase contracts, or to obtain financing for these acquisitions on economically acceptable terms, then our ability to successfully implement our business strategy may be impaired.
The U.S. inland waterway infrastructure is aging, with more than half of the locks over 50 years old. As a result, due to the age of the locks, planned and unplanned maintenance may create more frequent outages, resulting in delays and additional operating expenses.
The U.S. inland waterway infrastructure is aging, with more than half of the locks over 50 years old. As a result, due to the age of the 22 Table of Contents locks, planned and unplanned maintenance may create more frequent outages, resulting in delays and additional operating expenses.
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.
In the future, we may not be able to maintain insurance of the types and amounts we desire at reasonable rates. 26 Table of Contents 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.
Therefore, we are subject to the possibility of more burdensome terms and increased costs to obtain and retain necessary land use if our leases, rights-of-way or other property rights lapse, terminate or are reduced or it is determined that we do not have valid leases, rights-of-way or other property rights.
Therefore, we are subject to the 29 Table of Contents possibility of more burdensome terms and increased costs to obtain and retain necessary land use if our leases, rights-of-way or other property rights lapse, terminate or are reduced or it is determined that we do not have valid leases, rights-of-way or other property rights.
Unitholders may have to repay distributions that were wrongfully distributed to them. Under certain circumstances, unitholders may have to repay amounts wrongfully distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to unitholders if the distribution would cause our liabilities to exceed the fair value of our assets.
Under certain circumstances, unitholders may have to repay amounts wrongfully distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to unitholders if the distribution would cause our liabilities to exceed the fair value of our assets.
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.
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 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 business, financial position, results of operations, cash flows and our ability to make distributions to our unitholders.
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.
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.
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.
Failure by us, or an entity in which we have an interest, to adequately manage the risks associated with any 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.
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.
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 20, 2026, MPC held 647,415,452 common units. Additionally, we have agreed to provide MPC with certain registration rights.
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.
These and other cybersecurity threats may 23 Table of Contents 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.
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 rely on such systems to process, transmit and store electronic information, including financial records and 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.
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.
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.
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.
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 purchase and subsequent sale.
Along with our own data and information collected in the normal course of our business, we collect, use, transfer and retain certain data that is subject to specific laws and regulations. The transfer and use of this data is becoming increasingly complex.
Along with our own data and information collected in the normal course of our business, we, and some of our third-party service providers, collect, use, transfer and retain certain data that is subject to specific laws and regulations. The transfer and use of this data is becoming increasingly complex.
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.
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 20, 2026.
Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our results of operations and financial condition. Currently, multiple legislative and regulatory measures to address GHG (including carbon dioxide, methane and nitrous oxides) and other emissions are in various phases of consideration, promulgation or implementation.
Climate change and GHG emission regulation could affect our operations, energy consumption patterns and regulatory obligations, any of which could adversely impact our business, results of operations and financial condition. Currently, multiple legislative and regulatory measures to address GHG and other emissions are in various phases of consideration, promulgation or implementation.
If any of these significant suppliers, or a significant number of smaller producers, were to decrease the supply of oil, natural gas, NGLs or refined products to our systems and facilities for any reason, we could experience difficulty in replacing those lost volumes.
If these or several smaller producers, were to decrease the supply of crude oil, natural gas, NGLs or refined products to our systems and facilities for any reason, we could experience difficulty in replacing those lost volumes.
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.
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.
A unitholder could be liable for our obligations as if they were a general partner if a court or government agency were to determine that: • we were conducting business in a state but had not complied with that particular state’s partnership statute; or • a unitholder’s right to act with other unitholders to remove or replace the general partner, to approve some amendments to our Partnership Agreement or to take other actions under our Partnership Agreement constitute “control” of our business.
A unitholder could be liable for our obligations as if they were a general partner if a court or government agency were to determine that: • we were conducting business in a state but had not complied with that particular state’s partnership statute; or • a unitholder’s right to act with other unitholders to remove or replace the general partner, to approve some amendments to our Partnership Agreement or to take other actions under our Partnership Agreement constitute “control” of our business. 38 Table of Contents Unitholders may have to repay distributions that were wrongfully distributed to them.
As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks. Recent and continuously evolving technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks. Our introduction of these technologies into our processes may result in new or expanded risks and liabilities.
As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks. Recent and continuously evolving technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks.
Any failure by us to comply with these laws and regulations, including as a result of a cybersecurity incident or privacy breach, could expose us to significant penalties and liabilities, including individual claims or consumer class actions, commercial litigation, administrative, and investigations or actions, regulatory intervention and sanctions or fines.
Any failure by us, or by a third-party service provider upon which we rely, to comply with these laws and regulations, including as a result of a cybersecurity incident or privacy breach, could expose us to significant penalties and liabilities, including individual claims or consumer class actions, commercial litigation, administrative, and investigations or actions, regulatory intervention and sanctions or fines.
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.
As of December 31, 2025, our balance sheet reflected $8.8 billion and $1.4 billion 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.
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.
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.
Future acquisitions will involve the integration of new assets or businesses and may present substantial risks that could adversely affect our business, financial conditions, results of operations and cash flows.
Significant acquisitions, including the Northwind Midstream Acquisition and the BANGL Acquisition, will involve the integration of new assets or businesses and may present substantial risks that could adversely affect our business, financial conditions, results of operations and cash flows.
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).
As of February 20, 2026, 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).
The control of our general partner may be transferred to a third party without unitholder consent. There is no restriction in our Partnership Agreement on the ability of MPC to transfer its membership interest in our general partner to a third party.
There is no restriction in our Partnership Agreement on the ability of MPC to transfer its membership interest in our general partner to a third party.
A significant portion of our supply of oil, natural gas, NGLs and refined products comes from a limited number of key producers/suppliers, who may be under no obligation to deliver a specific volume to our facilities.
A significant portion of our supply of crude oil, natural gas, NGLs and refined products comes from few key suppliers, who may be under no obligation to deliver a minimum volume.
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 at the federal, state and local level. These laws and regulations continue to increase in both number and complexity and affect our business.
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.
Additionally, as the nature, scope and complexity of ESG reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, we may have to undertake additional costs to control, assess and report on ESG metrics.
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.
As of December 31, 2025, MPC had consolidated long-term indebtedness of approximately $33.3 billion, of which $7.3 billion was a direct obligation of MPC or its subsidiaries other than MPLX or its consolidated subsidiaries.
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.
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. The age and condition of our assets could result in increased maintenance or repair expenditures in the future.
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.
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.
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.
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.
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.
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.
Under the terms of the omnibus agreements, we will be required to reimburse MPC for the provision of certain general and administrative services to us. Under the terms of our employee services agreements, we have agreed to reimburse MPC or its affiliates for the provision of certain operational and management services to us in support of our facilities.
Under the terms of our employee services agreements, we have agreed to reimburse MPC or its affiliates for the provision of certain operational and management services to us in support of our facilities. Our general partner and its affiliates also may provide us other services for which we will be charged fees as determined by our general partner.
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.
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.
We also may be required to incur additional costs and expenses in connection with the design and installation of our facilities due to their location and the surrounding terrain.
Our expansion or construction projects may not be completed on schedule (or at all), or at the budgeted cost. We also may be required to incur additional costs and expenses in connection with the design and installation of our facilities due to their location and the surrounding terrain.
Laws 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.
Laws 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.
Under our Partnership Agreement, we are required to reimburse our general partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations. Except to the extent specified under our omnibus agreements or our employee services agreements, our general partner determines the amount of these expenses.
Under our Partnership Agreement, we are required to reimburse our general partner and its affiliates for all costs and expenses that they incur on our behalf for managing and controlling our business and operations.
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.
There is also increased regulatory interest in PFAS, which we expect will lead to increased monitoring and remediation obligations and 27 Table of Contents potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flows. In 2025, the U.S. presidential administration announced wide-ranging policy changes and issued numerous executive actions.
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.
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.
We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and processes available to mitigate such risks.
The occurrence of these and similar events have had, and may in the future have, an adverse effect on our assets and operations. We have incurred and will continue to incur additional costs to protect our assets and operations from such physical risks and employ the evolving technologies and processes available to mitigate such risks.
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.
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.
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.
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.
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.
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 business, financial positions, results of operations, cash flows and our ability to make distributions to our unitholders.
Because our operating costs are primarily fixed, a reduction in the volumes delivered to us would result not only in a reduction of revenues, but also a decline in net income and cash flow. We may not be able to retain existing customers, or acquire new customers, which would reduce our revenues and limit our future profitability.
Since most of our operating costs are fixed, a reduction in delivered volumes lowers revenue, net income and cash flow. We may not be able to retain existing customers, or acquire new customers, which would reduce our revenues and limit our future profitability. A significant portion of our business comes from a limited number of key customers.
If a contract with a customer is altered or rejected in bankruptcy proceedings, we could lose some or all of the expected revenues associated with that contract. Any such material non-payment or non-performance could reduce our ability to make distributions to our unitholders.
If a contract with a customer is altered or rejected in bankruptcy proceedings, we could lose some or all of the expected revenues associated with that contract. Any such material non-payment or non-performance could have a material adverse effect on our business, financial condition, results of operations and cash flows.
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.
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.
Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rate environment could have an adverse impact on our unit price and our ability to issue equity or incur debt for acquisitions or other purposes and to make distributions at our intended levels.
The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rate environment could have an adverse impact on our unit price.
If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 21 percent, and likely would pay state and local income tax at varying rates.
A successful IRS contest of the federal income tax positions we take may adversely impact the market for our common units, and the costs of any IRS contest will reduce our cash available for distribution to unitholders. 32 Table of Contents If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 21 percent, and likely would pay state and local income tax at varying rates.
We have significant debt obligations, which totaled $21.2 billion as of December 31, 2024, including amounts, if any, outstanding under our loan agreement with MPC. We may incur significant debt obligations in the future.
Our substantial debt and other financial obligations could impair our financial condition, results of operations and cash flow, and our ability to fulfill our debt obligations. We have significant debt obligations, which totaled $26.0 billion as of December 31, 2025, including amounts, if any, outstanding under our loan agreement with MPC. We may incur significant debt obligations in the future.
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. For example, the Dakota Access Pipeline, in which we have a minority interest, is subject to, and may in the future be subject to, litigation seeking a permanent shutdown of the pipeline.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur 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.
Biggest changeOur 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. 39 Table of Contents Risk Management and Strategy MPC has processes in place designed to protect our information systems, data, assets, infrastructure and computing environments from cybersecurity threats and risks while maintaining confidentiality, integrity, and availability.
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.
These enterprise-wide processes are based upon policies, practices and standards that guide MPC on identifying, assessing, and managing material risks from cybersecurity threats 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.
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.
The MPC CDO and CISO are responsible for assessing and 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.
As 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.
As of February 26, 2026, 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 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.
MPC’s CISO has more than 30 years of experience in the oil and gas industry and has held various leadership and strategic roles related to information security and related technology, including collectively serving as a chief information security officer for seven years at two publicly traded companies.
Governance The full Board of Directors of MPLX GP oversees enterprise-level risks and has delegated to the Audit Committee of the MPLX GP Board oversight of risks from cybersecurity threats as informed through MPC’s ERM program.
Governance The full Board of Directors of MPLX GP oversees enterprise-level risks and in conjunction with the Audit Committee of the MPLX GP Board oversees risks from cybersecurity threats as informed through MPC’s ERM program.
MPC’s CISO works at the direction of MPC’s CDO, who has more than 20 years of executive IT leadership experience and leads the company’s Digital and Information Technology functions that seek to provide innovative, secure, and reliable technology products and services to MPC and its customers.
Its CISO also holds an Executive Master in Cybersecurity degree and a Master of Computer Science degree. 40 Table of Contents MPC’s CISO works at the direction of MPC’s CDO, who has more than 20 years of executive IT leadership experience and leads the company’s Digital and Information Technology functions that seek to provide innovative, secure, and reliable technology products and services to MPC and its customers.
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Risk Management and Strategy MPC has processes in place designed to protect our information systems, data, assets, infrastructure and computing environments from cybersecurity threats and risks while maintaining confidentiality, integrity, and availability.
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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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeGas 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.
Biggest changeGas Processing Complexes Region Design Throughput Capacity (MMcf/d) Natural Gas Throughput (1) (MMcf/d) Utilization of Design Capacity (1) Marcellus Operations 6,520 6,123 94 % Utica Operations 1,325 961 73 % Southwest Operations (2)(3) 2,745 1,904 69 % Southern Appalachia Operations 425 191 45 % Bakken Operations (4) 185 159 86 % Total Gas Processing 11,200 9,338 83 % (1) Natural gas throughput is the average daily rate based on calendar days, irrespective of days in operation.
(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.
(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 our 50 percent indirect interest in Waha Gas Storage, which primarily owns natural gas storage facilities.
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.
Our major crude oil pipelines are connected to these supply hubs and transport crude oil to refineries owned by MPC and third parties. Our product pipelines are strategically positioned to transport products from certain MPC refineries to MPC and MPLX operations, as well as those of third parties.
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.
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, 2025. We also own and operate rail and truck racks and docks at certain of these refineries.
(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.
(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, 2025.
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.
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 for the year ended December 31, 2025.
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.
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, 2025.
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.
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 and NGL pipeline systems through the following entities: Diameter Length (miles) Ownership Percentage Natural Gas Pipelines: Delaware Basin Residue, LLC (1) 10" - 42" 298 10% MXP Parent, LLC (2) 36" - 42" 580 10% 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.
Title to these properties is subject to encumbrances in some cases, such as coal, that may require payment to other holders of title in the property at issue; however, we believe that none of these burdens will materially detract from the value of these properties or from our interest in these properties, or will materially interfere with their use in the operation of our business.
Title to these properties is subject to encumbrances in some cases, such as coal, that may require payment to other holders of title in the property at issue; however, we believe that none of these burdens will materially detract from the value of these properties or 46 Table of Contents from our interest in these properties, or will materially interfere with their use in the operation of our business.
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.
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, 2025.
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.
Paul Park, Minnesota 3,983 Kenai, Alaska 3,488 Mandan, North Dakota 3,059 Canton, Ohio 2,684 Salt Lake City, Utah 2,139 Total 93,643 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.
(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.
(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, 2025. The marine business currently has an associated transportation service agreement with MPC.
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.
Marine Vessels Number of Boats and Barges Capacity (mbbls) Inland tank barges 320 8,655 Inland towboats 30 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.
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.
Diameter Length (miles) Crude Systems (1) 2" - 42" 5,259 Refined Product Systems (2) 4" - 36" 3,787 (1) Includes approximately 16 miles of pipeline leased from third parties and 1,168 miles of inactive pipeline.
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.
During the year ended December 31, 2025, the Marcellus Operations and Utica Operations accounted for approximately 83 percent and 17 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.
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.
Other Crude Oil and Products Logistics Assets MPLX owns and operates various other midstream assets, including 31 barge docks with a total capacity of 5,104 mbpd and eight storage caverns with a storage capacity of 3,632 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.
As of December 31, 2025, 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 35,456 mbbls.
Our operations also include a renewable fuels rail loading hub in North Dakota with 180 mbbls of storage capacity, and more than 100 miles of water pipeline systems in North Dakota and Wyoming dedicated to gathering and handling produced water associated with well completion and production activities.
Our operations also include a renewable fuels rail loading hub in North Dakota with 180 mbbls of storage capacity and more than 200 miles of water pipeline systems, primarily in North Dakota and the Four Corners region, dedicated to gathering and handling produced water associated with well completion and production activities.
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.
Owned and Operated Terminals Number of Terminals Tank Shell Capacity (mbbls) Number of Tanks Refined Product Terminals: Alabama 2 443 16 Alaska 3 1,536 35 California 8 3,472 56 Florida 3 2,265 48 Georgia 4 952 28 Idaho 3 1,020 51 Illinois 2 562 15 Indiana 7 3,689 67 Kentucky 6 2,606 57 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 3,132 99 Pennsylvania 1 390 12 South Carolina 1 371 8 Tennessee 4 1,148 30 Texas 1 76 15 Utah 1 41 3 Washington 4 920 25 West Virginia 2 1,564 24 Total Refined Product Terminals 81 33,919 766 Asphalt Terminals: Arizona 3 558 53 Minnesota 1 — — Nevada (2) 1 274 19 New Mexico 1 36 6 Texas 1 206 22 Total Asphalt Terminals 7 1,074 100 Total Terminals 88 34,993 866 (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.
(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.
(4) We own and operate a condensate stabilization facility with a capacity of 23 mbpd and 179 thousand barrels of condensate storage. Actual NGL throughput at this facility was 15 mbpd for the year ended December 31, 2025.
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.
Each of the following assets are currently included in storage services agreements with MPC. Refining Logistics Assets Tank Capacity (mbbls) Galveston Bay, Texas City, Texas 19,206 Garyville, Louisiana 17,419 Los Angeles, California 14,176 Robinson, Illinois 6,859 Anacortes, Washington 5,448 Catlettsburg, Kentucky 5,085 El Paso, Texas 5,084 Detroit, Michigan 5,013 St.
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.
Actual throughput of 99 MMcf/d, representing our share of processed volumes, is also included and used to compute the utilization presented above. (3) The amounts presented above exclude Northwind Midstream design throughput capacity and treated volumes. (4) Includes volumes processed at third-party facilities in the Bakken.
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.
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.
(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.
(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 309 267 86 % Utica Operations 40 21 53 % Total De-ethanization 349 288 83 % (1) NGL throughput is the average daily rate based on calendar days, irrespective of days in operation.
(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.
(2) Includes the BANGL Pipeline system, which also owns a 50 percent undivided joint interest in a 323 mile NGL pipeline.
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.
Fractionation Facilities Region Design Throughput Capacity (mbpd) NGL Throughput (1) (mbpd) Utilization of Design Capacity (1) Marcellus Operations (2)(3) 413 343 83 % Utica Operations (2)(3)(4) — — — % Southern Appalachia Operations (5) 24 11 46 % Bakken Operations 33 14 42 % Total C3+ Fractionation 470 368 78 % (1) NGL throughput is the average daily rate based on calendar days, irrespective of days in operation.
NGL 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.
NGL Pipelines Region Diameter Length (miles) Throughput (1) (mbpd) Marcellus Operations 6" - 20" 442 457 Utica Operations 4" - 20" 185 65 Southwest Operations (2) 4" - 20" 530 180 Southern Appalachia Operations 6" - 8" 140 11 Bakken Operations 6" - 12" 104 14 Total NGL Pipelines 1,401 727 (1) NGL throughput is the average daily rate based on calendar days, irrespective of 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.
Natural Gas Gathering Systems Region Design Throughput Capacity (MMcf/d) Natural Gas Throughput (1) (MMcf/d) Utilization of Design Capacity (1) Marcellus Operations 1,823 1,526 89 % Utica Operations 3,923 2,672 68 % Southwest Operations 3,445 1,826 56 % Bakken Operations 239 160 67 % Total Natural Gas Gathering 9,430 6,184 68 % (1) Natural gas throughput is the average daily rate based on calendar days, irrespective of days in operation.
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.
We also believe we have satisfactory title or other right to our material land assets.
Removed
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.
Added
The utilization of design capacity has been calculated using the weighted average design throughput capacity.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe 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
Biggest changeWe 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.
In 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.
In September 2023, the U.S. Department of Justice and the 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.
Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than a specified threshold.
ENVIRONMENTAL ENFORCEMENT MATTERS Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than a specified threshold.
Edwardsville Incident In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC (“MPL”), an indirect wholly owned subsidiary of MPLX LP, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka 22" line near Edwardsville, Illinois.
In March 2022, the State of Illinois brought an action in Madison County Circuit Court in Illinois against Marathon Pipe Line LLC, an indirect wholly owned subsidiary of MPLX, asserting various violations and demanding a permanent injunction and civil penalties in connection with a release of crude oil on the Wood River to Patoka 22-inch line near Edwardsville, Illinois.
Removed
We use a threshold of $1 million for this purpose. Dakota Access Pipeline We hold a 9.19 percent indirect interest in a joint venture (“Dakota Access”), which owns and operates the Bakken Pipeline system.
Added
See “Tesoro High Plains Pipeline” and “Dakota Access Pipeline” of Note 22 in Item 8. Financial Statements and Supplementary Data for additional information regarding Legal Proceedings and other regulatory matters.
Removed
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.
Added
We use a threshold of $1 million for this purpose.
Removed
The Army Corps issued a draft EIS in September 2023 detailing various options for the easement, including denying the easement, approving the easement with additional measures, rerouting the easement, or approving the easement with no changes.
Added
On August 29, 2025, MPLX acquired Northwind Delaware Holdings LLC (“Northwind Midstream”), including its subsidiary Northwind Midstream Partners LLC, which owns and operates a sour gas treating facility in Lea County, New Mexico. We have disclosed to the New Mexico Environment Department (“NMED”) excess air emissions from the facility flares.
Removed
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.
Added
We initiated discussions with NMED to resolve this matter and have entered into a new owner audit agreement with NMED as a result of those discussions. We do not believe any civil penalty will have a material impact on our consolidated results of operations, financial position or cash flows. Item 4.
Removed
According to public statements from Army Corps officials, the EIS is now expected to be issued in 2025.
Added
Mine Safety Disclosures Not applicable. 47 Table of Contents PART II
Removed
We have entered into a Contingent Equity Contribution Agreement whereby MPLX LP, along with the other joint venture owners in the Bakken Pipeline system, has agreed to make equity contributions to the joint venture upon certain events occurring to allow the entities that own and operate the Bakken Pipeline system to satisfy their senior note payment obligations.
Removed
The senior notes were issued to repay amounts owed by the pipeline companies to fund the cost of construction of the Bakken Pipeline system.
Removed
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.
Removed
MPLX also expects to contribute its 9.19 percent pro rata share of any costs to remediate any deficiencies to reinstate the easement and/or return the pipeline into operation.
Removed
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.
Removed
As of December 31, 2024, our maximum potential undiscounted payments under the Contingent Equity Contribution Agreement were approximately $78 million.
Removed
Tesoro High Plains Pipeline In July 2020, Tesoro High Plains Pipeline Company, LLC (“THPP”), a subsidiary of MPLX, received a Notification of Trespass Determination from the Bureau of Indian Affairs (“BIA”) relating to a portion of the Tesoro High Plains Pipeline that crosses the Fort Berthold Reservation in North Dakota.
Removed
The notification demanded the immediate cessation of pipeline operations and assessed trespass damages of approximately $187 million. After subsequent appeal proceedings and in compliance with a new order issued by the BIA, in December 2020, THPP paid approximately $4 million in assessed trespass damages and ceased use of the portion of the pipeline that crosses the property at issue.
Removed
In March 2021, the BIA issued an order purporting to vacate the BIA's prior orders related to THPP’s alleged trespass and direct the Regional Director of the BIA to reconsider the issue of THPP’s alleged trespass and issue a new order.
Removed
In April 2021, THPP filed a lawsuit in the District of North Dakota against the United States of America, the U.S. Department of the Interior and the BIA (collectively, the “U.S. Government Parties”) challenging the March 2021 order purporting to vacate all previous orders related to THPP’s alleged trespass. On February 8, 2022, the U.S.
Removed
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.
Removed
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.
Removed
THPP continues not to operate the portion of the pipeline that crosses the property at issue.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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
Biggest changeItem 4. Mine Safety Disclosures 47 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 49 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

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Biggest change(3) The maximum dollar value remaining has been reduced by the amount of any commissions paid to brokers. 49 Table of Contents
Biggest changeOn August 5, 2025, we announced a board authorization for the repurchase of up to an incremental $1.0 billion of MPLX common units held by the public. These unit repurchase authorizations have no expiration date. (3) The maximum dollar value remaining has been reduced by the amount of any commissions paid to brokers. 48 Table of Contents
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.
Issuer Purchases of Equity Securities The following table sets forth a summary of our purchases during the quarter ended December 31, 2025, of equity securities that are registered by MPLX pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
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.
The weighted average price includes any commissions paid to brokers during the relevant period. (2) On August 2, 2022, we announced a board authorization for the repurchase of up to $1.0 billion of MPLX common units held by the public.
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.
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 20, 2026, there were approximately 210 registered holders of our outstanding common units.
Millions 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.
Millions of Dollars Period Total Number of Common Units Purchased Average Price Paid per Common Unit (1) Total Number of Common Units Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Common Units that May Yet Be Purchased Under the Plans or Programs (2)(3) 10/1/2025-10/31/2025 556,511 $ 49.59 556,511 $ 1,192 11/1/2025-11/30/2025 418,560 53.02 418,560 1,170 12/1/2025-12/31/2025 920,871 54.52 920,871 $ 1,120 Total 1,895,942 $ 52.74 1,895,942 (1) Amounts in this column reflect the weighted average price paid for units purchased under our unit repurchase authorizations.

Item 7. Management's Discussion & Analysis

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

97 edited+37 added−53 removed88 unchanged
Biggest changeTotal revenues and other income increased by $652 million in 2024 compared to 2023 primarily due to: • Increased Service revenue of $426 million primarily due $170 million of incremental revenues from recent acquisitions, including the Torñado Acquisition and the Utica Midstream Acquisition, $157 million due to crude oil and products logistics tariff and other fee escalations and higher natural gas and NGL volumes and throughput fee rates of $84 million. • Increased Rental income of $39 million primarily due to annual fee escalations related to our refining logistics assets. • Increased Product related revenue of $30 million primarily due to higher NGL prices of $51 million, partially offset by lower volumes of $15 million. • Lower Sales-type lease revenue of $25 million due to changes in the presentation of lease income between service revenue, rental income and sales-type lease revenue as a result of lease contract modifications. • Increased Income from equity method investments of $202 million primarily driven by a $151 million gain related to the Whistler Joint Venture Transaction, increased throughput and fee rates in certain processing and pipeline joint ventures and $12 million of incremental income from the Utica Midstream Acquisition partially offset by a $32 million decrease due to the Torñado Acquisition.
Biggest changeTotal revenues and other income increased by $1.1 billion in 2025 compared to 2024 primarily due to: • Increased Service revenue of $342 million primarily due $132 million of crude oil and products logistics tariff and other fee increases, $96 million from recent acquisitions, $93 million of higher pipeline throughput and a $37 million benefit from a FERC tariff ruling issued in November 2025. • Increased Rental income of $45 million primarily due to changes in the presentation of lease income between sales-type lease revenue, service revenue and rental income as a result of lease contract modifications, and annual fee escalations related to our refining logistics assets. • Increased Product related revenue of $195 million due to higher NGL sales volumes in the Southwest and Marcellus of $347 million and a $27 million non-recurring benefit associated with a customer agreement, partially offset by lower revenue in the Rockies of $101 million, including the impact of the Rockies divestiture, and lower NGL prices in the Southwest, Marcellus and Southern Appalachia of $76 million. • Decreased Income from equity method investments of $105 million primarily driven by a $151 million gain in the 2024 period related to the dilution of our ownership interest in connection with the formation of a new joint venture to strategically combine the Whistler Pipeline and the Rio Bravo Pipeline project (the “Whistler Joint Venture Transaction”), partially offset by increased throughput and fee rates in certain processing and pipeline joint ventures and a $25 million gain in the first half of 2025 related to the formation of a new joint venture, Texas City Logistics LLC.
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 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, treating, processing and transportation of natural gas as well as the transportation, fractionation, storage and marketing of NGLs.
For 2023 and 2022, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
For 2023, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 35 percent ethane, 35 percent propane, six percent Iso-Butane, 12 percent normal butane and 12 percent natural gasoline.
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.
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, 2025, we were in compliance with the covenants contained in the MPLX Credit Agreement.
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.
These non-GAAP financial measures should not be considered alternatives to net income or net cash provided by operating 50 Table of Contents 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.
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.
As of February 1, 2026, 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 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 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 43 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.
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.
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, 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 maturity.
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.
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; (viii) transaction-related costs; and (ix) 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.
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; (vii) transaction-related costs; and (viii) other adjustments, as applicable.
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.
This represents a 12.5 percent increase over the fourth quarter of 2024 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.
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.
Discussion and analysis of 2023 and year-to-year comparisons between 2024 and 2023 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, 2024.
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.
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, 2023.
Project debt at the joint venture level is typically secured by the assets owned by the joint venture and in certain cases, MPLX’s interest in the joint venture, but unless otherwise noted, is non-recourse to MPLX in excess of the value of MPLX’s investment in the joint venture.
Project debt at the joint venture level is typically secured by the assets owned by the joint venture. In certain cases, MPLX’s interest in the joint venture, unless otherwise noted, is non-recourse to MPLX in excess of the value of MPLX’s investment in the joint venture.
Financial Statements and Supplementary Data – Note 21 for further discussion about our lease obligations. Our cash commitment at December 31, 2024 was $923 million. We execute various third-party transportation, terminalling, and gathering and processing agreements that obligate us to minimum volume, throughput or payment commitments over the remaining terms, which range from less than one year to seven years.
Financial Statements and Supplementary Data – Note 21 for further discussion about our lease obligations. Our cash commitment at December 31, 2025 was $938 million. We execute various third-party transportation, terminalling, and gathering and processing agreements that obligate us to minimum volume, throughput or payment commitments over the remaining terms, which range from less than one year to seven years.
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.
At December 31, 2025, we had $4.8 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.
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.
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, 2025.
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.
These reassessments may impact the comparability of our financial results. 51 Table of Contents RESULTS OF OPERATIONS The following tables and discussion summarize our results of operations for the years ended 2025, 2024 and 2023, 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.
At December 31, 2024, debt held by our unconsolidated joint ventures based on our equity ownership percentage was $1.6 billion. Cash Commitments Our material cash requirements include the following contractual obligations and other cash commitments as of December 31, 2024. Our contractual obligations primarily consist of outstanding borrowings on debt, commitment and administrative fees and interest.
At December 31, 2025, debt held by our unconsolidated joint ventures based on our equity ownership percentage was $1.8 billion. Cash Commitments Our material cash requirements include the following contractual obligations and other cash commitments as of December 31, 2025. Our contractual obligations primarily consist of outstanding borrowings on debt, commitment and administrative fees and interest.
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.
Our environmental capital expenditures are expected to approximate $92 million in 2026. 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.
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.
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 about our reportable segments for the years ended December 31, 2025, 2024 and 2023.
Maintenance capital reimbursements are included in the Contributions from MPC line within financing activities section of the Consolidated Statements of Cash Flows. For 2025, we announced a capital outlook of $2.0 billion, net of reimbursements, and excluding potential acquisitions, if any, which includes growth capital of $1.7 billion and maintenance capital of $300 million.
Maintenance capital reimbursements are included in the Contributions from MPC line within financing activities section of the Consolidated Statements of Cash Flows. For 2026, we announced a capital outlook of $2.7 billion, net of reimbursements, and excluding potential acquisitions, if any, which includes growth capital of $2.4 billion and maintenance capital of $300 million.
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.
SIGNIFICANT FINANCIAL AND OTHER HIGHLIGHTS Significant financial and other highlights for the years ended December 31, 2025, 2024 and 2023 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. (1) Non-GAAP measure.
Borrowings under the MPC Loan Agreement bear interest at one-month term SOFR adjusted upward by 0.10 percent plus 1.25 percent or such lower rate as would be applicable to such loans under the MPLX Credit Agreement as discussed in Item 8. Financial Statements and Supplementary Data - Note 17. All other terms of the MPC Loan Agreement remain unchanged.
Borrowings under the MPC Loan Agreement bear interest at one-month term SOFR adjusted upward by 0.10 percent plus 1.25 percent or such lower rate as would be applicable to such loans under the MPLX Credit Agreement as discussed in Item 8. Financial Statements and Supplementary Data – Note 17.
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.
The allocation of total quarterly cash distributions to common and preferred unitholders is as follows for the years ended December 31, 2025, 2024 and 2023. 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.
Results include the equity method investment distributions and adjustments of our interest in Whistler Pipeline, LLC, prior to the transaction date, and results of the equity method investment distributions and adjustments of our ownership in WPC Parent, LLC, subsequent to the transaction date. 61 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Cash Flows Our cash and cash equivalents were $1,519 million and $1,048 million at December 31, 2024 and December 31, 2023, respectively.
Results include the equity method investment distributions and adjustments of our interest in Whistler Pipeline, LLC prior to the transaction date, and results of the equity method investment distributions and adjustments of our ownership in WPC Parent, LLC subsequent to the transaction date. 60 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Cash Flows Our cash and cash equivalents were $2,137 million and $1,519 million at December 31, 2025 and December 31, 2024, respectively.
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.
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.
For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which is at least at the segment level and in some cases for similar assets in the same geographic region where cash flows can be separately identified.
For purposes of impairment evaluation, long-lived assets must be grouped at the lowest level for which independent cash flows can be identified, which is at least at the reporting unit level and in some cases for similar assets in the same geographic region 70 Table of Contents where cash flows can be separately identified.
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.
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, 2025 was $43.4 billion, with $2.7 billion payable within 12 months.
Distributions paid to Series A preferred unitholders during the years ended December 31, 2024, 2023 and 2022 were $44 million, $94 million and $85 million, respectively.
Distributions paid to Series A preferred unitholders during the years ended December 31, 2025, 2024 and 2023 were $6 million, $44 million and $94 million, respectively.
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.
Our environmental expenditures for each of the past three years were: (In millions, except %) 2025 2024 2023 Capital $ 74 $ 41 $ 29 Percent of total capital expenditures 3 % 4 % 3 % Compliance: (1) Operating and maintenance $ 29 $ 41 $ 10 Remediation (2) 8 9 19 Total $ 37 $ 50 $ 29 (1) Based on the American Petroleum Institute’s definition of environmental expenditures.
(2) Total growth capital expenditures exclude $622 million, $246 million and $28 million of acquisitions, net of cash acquired, in 2024, 2023 and 2022, respectively, and a $134 million cash distribution received in 2024 in connection with the Whistler Joint Venture Transaction.
(3) Total growth capital expenditures exclude $3,316 million, $622 million and $246 million of acquisitions, net of cash acquired, in 2025, 2024 and 2023, respectively, and a $134 million cash distribution received in 2024 in connection with the Whistler Joint Venture Transaction.
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.
Excluding significant non-cash items, MPC accounted for 48 percent, 49 percent and 50 percent of our total revenues and other income for the years ended December 31, 2025, 2024 and 2023, respectively. Of our total costs and expenses, MPC accounted for 26 percent, 27 percent and 27 percent for the years ended December 31, 2025, 2024 and 2023, respectively.
(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.
(In millions, except per unit data) 2025 2024 2023 Distribution declared: Limited partner common units - public $ 1,506 $ 1,339 $ 1,152 Limited partner common units - MPC 2,632 2,339 2,104 Total distributions declared to limited partner common units 4,138 3,678 3,256 Series A preferred units — 27 94 Series B preferred units — — 5 Total distribution declared $ 4,138 $ 3,705 $ 3,355 Cash distributions declared per limited partner common unit: Quarter ended March 31, $ 0.9565 $ 0.8500 $ 0.7750 Quarter ended June 30, 0.9565 0.8500 0.7750 Quarter ended September 30, 1.0765 0.9565 0.8500 Quarter ended December 31, 1.0765 0.9565 0.8500 Year ended December 31, $ 4.0660 $ 3.6130 $ 3.2500 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.
Purity ethane makes up approximately 282 mbpd, 240 mbpd and 209 mbpd of MPLX operated total fractionated products for the years ended December 31, 2024, 2023 and 2022, respectively. 2024 2023 2022 Pricing Information Natural Gas NYMEX HH ($/MMBtu) $ 2.41 $ 2.66 $ 6.52 C2 + NGL Pricing/gallon (1) $ 0.84 $ 0.69 $ 1.03 (1) For 2024, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane, 60 percent propane, five percent Iso-Butane, 15 percent normal butane and 10 percent natural gasoline.
Purity ethane makes up approximately 288 mbpd, 282 mbpd and 240 mbpd of MPLX operated total fractionated products for the years ended December 31, 2025, 2024 and 2023, respectively. 58 Table of Contents 2025 2024 2023 Pricing Information Natural Gas NYMEX HH ($/MMBtu) $ 3.63 $ 2.41 $ 2.66 C2 + NGL Pricing/gallon (1) $ 0.79 $ 0.84 $ 0.69 (1) For 2025 and 2024, C2 + NGL pricing based on Mont Belvieu prices assuming an NGL barrel of approximately 10 percent ethane, 60 percent propane, five percent Iso-Butane, 15 percent normal butane and 10 percent natural gasoline.
Financial Statements and Supplementary Data – Note 6 and Note 17. 63 Table of Contents Our intention is to maintain an investment grade credit profile.
Financial Statements and Supplementary Data – Note 6 and Note 17. Our intention is to maintain an investment grade credit profile.
Leases In accounting for leases, we analyze new or modified leases for lease classification. One of the key inputs into the lease classification analysis is the fair value of the leased assets. For newly classified sales-type leases, the net investment in the lease is recorded at the estimated fair value of the underlying leased assets.
One of the key inputs into the lease classification analysis is the fair value of the leased assets. For newly classified sales-type leases, the net investment in the lease is recorded at the estimated fair value of the underlying leased assets.
COMPARABILITY OF OUR FINANCIAL RESULTS During the normal course of business, we amend or modify our contractual agreements with customers. These amendments or modifications require the agreements to be reassessed under ASU No. 2016-02, Leases (“ASC 842”), which can impact the classification of revenues or costs associated with the agreement.
COMPARABILITY OF OUR FINANCIAL RESULTS During the normal course of business, we amend or modify our contractual agreements with customers. These amendments or modifications require the agreements to be reassessed under GAAP, which can impact the classification of revenues or costs associated with the agreement.
MPC Loan Agreement MPLX is party to a loan agreement with MPC (the “MPC Loan Agreement”), which was renewed on July 31, 2024. 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.
MPC Loan Agreement MPLX is party to a loan agreement with MPC (the “MPC Loan Agreement”). 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.
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.
We incurred $16 million of incident response costs, net of insurance recoveries, during the year ended December 31, 2023. (3) Includes unrealized derivative gains and/or losses, equity-based compensation and other miscellaneous items.
Total unit repurchases were as follows for the respective periods: (In millions, except per unit data) 2024 2023 2022 Units repurchased 8 — 15 Cash paid for common units repurchased (1) $ 326 $ — $ 491 Average cost per unit (1) $ 43.04 $ — $ 31.96 (1) Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.
Total unit repurchases were as follows for the respective periods: (In millions, except per unit data) 2025 2024 2023 Units repurchased 8 8 — Cash paid for common units repurchased (1) $ 400 $ 326 $ — Average cost per unit (1) $ 51.58 $ 43.04 $ — (1) Cash paid for common units repurchased and average cost per unit includes commissions paid to brokers during the period.
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.
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. Accounting Standards Not Yet Adopted Refer to Item 8.
(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 .
(In millions) 2025 2024 2023 Net cash provided by operating activities (1) $ 5,909 $ 5,946 $ 5,397 Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow Net cash used in investing activities (2) (4,856) (1,995) (1,252) Contributions from MPC 24 35 31 Distributions to noncontrolling interests (44) (44) (41) Adjusted FCF 1,033 3,942 4,135 Distributions paid to common and preferred unitholders (4,024) (3,603) (3,296) Adjusted FCF after distributions $ (2,991) $ 339 $ 839 (1) The years ended December 31, 2025 , 2024 and 2023 include working capital draws of $65 million, $241 million and $169 million, respectively .
(2) We incurred $16 million of Garyville Incident response costs, net of insurance recoveries, during the year ended December 31, 2023. 2024 Compared to 2023 Net income attributable to MPLX increased $389 million in 2024 compared to 2023 primarily due to annual fee escalations, higher throughputs and benefits from recent acquisitions.
(3) We incurred $16 million of Garyville Incident response costs, net of insurance recoveries, during the year ended December 31, 2023. 2025 Compared to 2024 Net income attributable to MPLX increased $595 million in 2025 compared to 2024 primarily due to a $484 million gain from the BANGL Acquisition, annual fee escalations, higher throughputs and benefits from recent acquisitions.
(2) Disclosed amounts include growth capital related to WPC Parent, LLC, including the ADCC Pipeline lateral, Rio Bravo Pipeline, Whistler Pipeline, and our indirect and 12.5 percent direct ownership in the Blackcomb Pipeline.
(2) Includes growth capital for Matterhorn Express Pipeline. (3) Disclosed amounts include growth capital related to WPC Parent, LLC, including the ADCC Pipeline lateral, Rio Bravo Pipeline, Whistler Pipeline and our indirect and 12.5 percent direct ownership interest in Blackcomb and Traverse Pipeline Holdings, LLC.
The following table presents the impact of equity method investment distributions and other adjustments included in MPLX’s Adjusted EBITDA for the years ended December 31, 2024, 2023 and 2022: (In millions) 2024 2023 2022 Distributions/adjustments related to equity method investments: Crude Oil and Products Logistics Illinois Extension Pipeline Company, L.L.C. $ 67 $ 58 $ 45 LOOP LLC 20 9 23 MarEn Bakken Company LLC 113 116 113 Other 147 124 90 Total Crude Oil and Products Logistics 347 307 271 Natural Gas and NGL Services BANGL, LLC 17 — — MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. 83 86 86 MarkWest Utica EMG, L.L.C. 123 89 73 Ohio Gathering Company L.L.C. 38 — — Sherwood Midstream LLC 122 117 115 WPC Parent, LLC (1) 162 94 57 Other 36 81 50 Total Natural Gas and NGL Services 581 467 381 Total $ 928 $ 774 $ 652 (1) In May 2024, MPLX completed the Whistler Joint Venture Transaction, which resulted in the formation of a new entity, WPC Parent, LLC.
The following table presents the impact of equity method investment distributions and other adjustments included in MPLX’s Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023: (In millions) 2025 2024 2023 Distributions/adjustments related to equity method investments: Crude Oil and Products Logistics Illinois Extension Pipeline Company, L.L.C. $ 60 $ 67 $ 58 LOOP LLC 30 20 9 MarEn Bakken Company LLC 103 113 116 Other 126 147 124 Total Crude Oil and Products Logistics 319 347 307 Natural Gas and NGL Services MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. 78 83 86 MarkWest Utica EMG, L.L.C. 172 123 89 Ohio Gathering Company L.L.C. 64 38 — Sherwood Midstream LLC 127 122 117 WPC Parent, LLC (1) 119 162 94 Other 83 53 81 Total Natural Gas and NGL Services 643 581 467 Total $ 962 $ 928 $ 774 (1) In May 2024, MPLX completed the Whistler Joint Venture Transaction, which resulted in the formation of a new entity, WPC Parent, LLC.
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.
Crude Oil and Products Logistics Operating Data 2025 2024 2023 Crude Oil and Products Logistics Crude oil transported for (mbpd): MPC 3,188 3,086 3,053 Third parties 711 699 719 Total 3,899 3,785 3,772 % MPC 82% 82% 81% Refined products transported for (mbpd): MPC 1,955 1,891 1,941 Third parties 111 106 99 Total 2,066 1,997 2,040 % MPC 95% 95% 95% Average tariff rates ($ per Bbl) (1) : Crude oil pipelines $ 1.06 $ 1.03 $ 0.96 Refined product pipelines 1.08 1.00 0.90 Total pipelines $ 1.06 $ 1.02 $ 0.94 Terminal throughput (mbpd) 3,132 3,131 3,130 Marine Assets (number in operation) Barges 322 319 305 Towboats 30 29 29 (1) Average tariff rates calculated using pipeline transportation revenues divided by pipeline throughput barrels.
Our growth capital plans are focused on expanding our Permian to Gulf Coast integrated value chain, progressing long-haul pipeline growth projects to support producer activity, and investing in new gas processing plants in the Marcellus and Permian.
Our growth capital plans are focused on expanding our Permian to Gulf Coast integrated value chain, progressing long-haul pipeline growth projects to support producer activity, and investing in new gas processing plants in the Marcellus and Permian. The remainder of our capital plan targets the debottlenecking of existing assets to meet customer demand.
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 cash commitment for these agreements at December 31, 2025 was $509 million. At December 31, 2025, our contractual commitment under contracts to acquire property, plant and equipment was $311 million. Our other cash commitments consist of expense projects, right of way and easement obligations, natural gas purchase obligations and ARO commitments.
The changes in mix from 2023 to 2024 resulted in an approximate $0.13 increase in the calculated C2 + NGL price per gallon. 60 Table of Contents SUPPLEMENTAL INFORMATION ON EQUITY METHOD INVESTMENTS The following table presents MPLX’s income (loss) from equity method investments for the years ended December 31, 2024, 2023 and 2022: (In millions) 2024 2023 2022 Income (loss) from equity method investments: Crude Oil and Products Logistics Illinois Extension Pipeline Company, L.L.C. $ 57 $ 49 $ 39 LOOP LLC 11 30 23 MarEn Bakken Company LLC 98 88 76 Other 103 103 59 Total Crude Oil and Products Logistics 269 270 197 Natural Gas and NGL Services BANGL, LLC 7 (5) 5 MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. 67 64 73 MarkWest Utica EMG, L.L.C. 82 57 32 Ohio Gathering Company L.L.C. 13 — — Sherwood Midstream LLC 109 105 93 WPC Parent, LLC (1) 252 80 64 Other 3 29 12 Total Natural Gas and NGL Services 533 330 279 Total $ 802 $ 600 $ 476 (1) In May 2024, MPLX completed the Whistler Joint Venture Transaction, which resulted in the formation of a new entity, WPC Parent, LLC.
The changes in mix from 2023 to 2024 resulted in an approximate $0.13 increase in the calculated C2 + NGL price per gallon. 59 Table of Contents SUPPLEMENTAL INFORMATION ON EQUITY METHOD INVESTMENTS The following table presents MPLX’s income from equity method investments for the years ended December 31, 2025, 2024 and 2023: (In millions) 2025 2024 2023 Income from equity method investments: Crude Oil and Products Logistics Illinois Extension Pipeline Company, L.L.C. $ 50 $ 57 $ 49 LOOP LLC 14 11 30 MarEn Bakken Company LLC 79 98 88 Other 100 103 103 Total Crude Oil and Products Logistics 243 269 270 Natural Gas and NGL Services MarkWest EMG Jefferson Dry Gas Gathering Company, L.L.C. 77 67 64 MarkWest Utica EMG, L.L.C. 127 82 57 Ohio Gathering Company L.L.C. 36 13 — Sherwood Midstream LLC 114 109 105 WPC Parent, LLC (1) 71 252 80 Other (2) 29 10 24 Total Natural Gas and NGL Services 454 533 330 Total $ 697 $ 802 $ 600 (1) In May 2024, MPLX completed the Whistler Joint Venture Transaction, which resulted in the formation of a new entity, WPC Parent, LLC.
On February 18, 2025, MPLX used the remaining net proceeds from the issuance of the 2034 Senior Notes to repay all of MPLX’s outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025. As of December 31, 2024, we had $21.2 billion in aggregate principal amount of senior notes outstanding.
On February 18, 2025, MPLX used the remaining net proceeds from the issuance of the 2034 Senior Notes to repay all of MPLX’s outstanding $500 million aggregate principal amount of 4.000 percent senior notes due February 2025.
That is, unfavorable adjustments to some of the above listed adjustments may be offset by favorable adjustments in other assumptions. See Item 8. Financial Statements and Supplementary Data - Note 5 for additional information on our equity method investments and Note 14 for additional information on our goodwill and intangibles.
That is, unfavorable adjustments to some of the above listed assumptions may be offset by favorable adjustments in other assumptions. See Item 8. Financial Statements and Supplementary Data – Note 5 for additional information on our equity method investments. Leases In accounting for leases, we analyze new or modified leases for lease classification.
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.
For the annual impairment assessment as of November 30, 2025, management performed only qualitative assessments for all four reporting units as we determined it was more likely than not that the fair values of the reporting units exceeded their carrying values. See Item 8.
Crude Oil and Products Logistics Segment Crude Oil and Products Logistics Segment Financial Highlights (in millions) Segment revenues and other income Segment Adjusted EBITDA (In millions) 2024 2023 $ Change 2022 $ Change Total segment revenues and other income $ 6,339 $ 6,048 $ 291 $ 5,598 $ 450 Segment Adjusted EBITDA 4,375 4,134 241 3,761 373 Capital expenditures 482 414 68 325 89 Investments in unconsolidated affiliates (1) $ 93 $ 8 $ 85 $ 63 $ (55) (1) The years ended December 31, 2024 and 2022 include contributions of $92 million and $60 million, respectively, to a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”), to fund our share of debt repayments by the joint venture. 2024 Compared to 2023 Total segment revenues and other income increased $291 million in 2024 compared to 2023.
Crude Oil and Products Logistics Segment Crude Oil and Products Logistics Segment Financial Highlights (in millions) Segment revenues and other income Segment Adjusted EBITDA (In millions) 2025 2024 $ Change 2023 $ Change Total segment revenues and other income $ 6,575 $ 6,339 $ 236 $ 6,048 $ 291 Segment Adjusted EBITDA 4,547 4,375 172 4,134 241 Capital expenditures 538 482 56 414 68 Investments in unconsolidated affiliates (1) $ — $ 93 $ (93) $ 8 $ 85 (1) The year ended December 31, 2024 includes a contribution of $92 million to a joint venture (“Dakota Access”) that owns and operates the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline projects (collectively referred to as the “Bakken Pipeline system”), to fund our share of debt repayments by the joint venture. 2025 Compared to 2024 Total segment revenues and other income increased $236 million in 2025 compared to 2024.
(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.
(4) Represents Net interest and other financial costs excluding gains and/or losses on extinguishment of debt and amortization of deferred financing costs. 53 Table of Contents (In millions) 2025 2024 2023 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 $ 5,909 $ 5,946 $ 5,397 Changes in working capital items (65) (241) (169) All other, net 1 (5) 39 Loss on extinguishment of debt 3 — 9 Adjusted net interest and other financial costs (1) 950 867 859 Other adjustments to equity method investment distributions 98 102 38 Transaction-related costs (2) 33 — — Garyville Incident response costs (3) — — 16 Other 132 139 122 Adjusted EBITDA 7,061 6,808 6,311 Adjusted EBITDA attributable to noncontrolling interests (44) (44) (42) Adjusted EBITDA attributable to MPLX LP 7,017 6,764 6,269 Deferred revenue impacts (57) 31 97 Sales-type lease payments, net of income 62 32 12 Adjusted net interest and other financial costs (1) (950) (867) (859) Maintenance capital expenditures, net of reimbursements (256) (206) (150) Equity method investment maintenance capital expenditures paid out (20) (18) (15) Other (5) (39) (14) DCF attributable to MPLX LP 5,791 5,697 5,340 Preferred unit distributions — (27) (99) DCF attributable to LP unitholders $ 5,791 $ 5,670 $ 5,241 (1) Represents Net interest and other financial costs excluding gains and/or losses on extinguishment of debt and amortization of deferred financing costs.
The year ended December 31, 2024 includes a gain of $151 million related to the dilution of our ownership interest in connection with the Whistler Joint Venture Transaction.
The year ended December 31, 2024 includes a gain of $151 million related to the dilution of our ownership interest in connection with the Whistler Joint Venture Transaction. (2) Includes a $25 million gain in 2025 related to the formation of a new joint venture, Texas City Logistics LLC.
Certain of our joint ventures fund capital expenditures with project debt financings at the joint venture level or with cash from operations. Growth capital projects funded through debt at the joint venture level or cash from operations of the joint venture do not require capital contributions by us unless otherwise noted.
Growth capital projects funded through debt at the joint venture level or cash from operations of the joint venture do not require capital contributions by us 66 Table of Contents unless otherwise noted.
MPLX has various employee agreements with MPC under which MPLX reimburses MPC for employee benefit expenses, along with the provision of operational and management services in support of both our Crude Oil and Products Logistics and Natural Gas and NGL Services segments’ operations.
MPLX has various employee agreements with MPC under which MPLX reimburses MPC for employee benefit expenses, along with the provision of operational and management services in support of both our Crude Oil and Products Logistics and Natural Gas and NGL Services segments’ operations. 67 Table of Contents We incurred $2.1 billion of costs under various agreements with MPC, including the omnibus, co-location and employee service agreements for 2025.
Segment Adjusted EBITDA increased $254 million in 2024 compared to 2023.
Segment Adjusted EBITDA increased $81 million in 2025 compared to 2024.
We have five reporting units, three of which have goodwill allocated to them. A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, without exceeding the recorded amount of goodwill.
We have five reporting units, four of which have goodwill allocated to them. A goodwill impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, without exceeding the recorded amount of goodwill. At December 31, 2025, MPLX had four reporting units with goodwill totaling approximately $8.8 billion.
Equity and Preferred Units Overview Preferred Units Series A Preferred Units - On May 13, 2016, MPLX completed the private placement of approximately 30.8 million Series A preferred units for a cash purchase price of $32.50 per unit.
Equity and Preferred Units Overview Preferred Units On May 13, 2016, MPLX completed the private placement of approximately 30.8 million Series A preferred units for a cash purchase price of $32.50 per unit. The aggregate net proceeds of approximately $984 million from the sale of the preferred units were used for capital expenditures, repayment of debt and general business purposes.
On February 11, 2025, MPLX exercised its right to convert the remaining outstanding Series A preferred units into common units.
On February 11, 2025, MPLX exercised its right to convert the remaining 6 million outstanding Series A preferred units into common units. As a result, there were no Series A preferred units outstanding at December 31, 2025.
(2) Represents total at end of period. 57 Table of Contents Natural Gas and NGL Services Segment Natural Gas and NGL Services Segment Financial Highlights (in millions) Segment revenues and other income (1) Segment Adjusted EBITDA (In millions) 2024 2023 $ Change 2022 $ Change Total segment revenues and other income (1) $ 5,594 $ 5,233 $ 361 $ 6,015 $ (782) Segment Adjusted EBITDA 2,389 2,135 254 2,014 121 Capital expenditures 568 605 (37) 528 77 Investments in unconsolidated affiliates $ 143 $ 90 $ 53 $ 154 $ (64) (1) The year ended December 31, 2024 includes a $151 million gain related to the dilution of ownership interest in connection with the Whistler Joint Venture Transaction.
Transportation revenues include tariff and other fees, which may vary by region and nature of services provided. 56 Table of Contents Natural Gas and NGL Services Segment Natural Gas and NGL Services Segment Financial Highlights (in millions) Segment revenues and other income (1) Segment Adjusted EBITDA (In millions) 2025 2024 $ Change 2023 $ Change Total segment revenues and other income (1) $ 6,423 $ 5,594 $ 829 $ 5,233 $ 361 Segment Adjusted EBITDA 2,470 2,389 81 2,135 254 Capital expenditures 1,418 568 850 605 (37) Investments in unconsolidated affiliates $ 794 $ 143 $ 651 $ 90 $ 53 (1) The year ended December 31, 2024 includes a $151 million gain related to the dilution of ownership interest in connection with the Whistler Joint Venture Transaction.
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.
Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years were as follows: (In millions) 2025 2024 2023 Net cash provided by/(used in): Operating activities $ 5,909 $ 5,946 $ 5,397 Investing activities (4,856) (1,995) (1,252) Financing activities (435) (3,480) (3,335) Total $ 618 $ 471 $ 810 Cash Flows Provided by Operating Activities - Net cash provided by operating activities decreased $37 million in 2025 compared to 2024 primarily due to a $182 million increase in working capital requirements, partially offset by improved results of operations and higher cash distributions from equity method investments.
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.
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.
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.
The following conversions were executed in accordance with the conversion provisions outlined in our Partnership Agreement. During the years ended December 31, 2024 and 2023, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into 21 million common units and 2 million common units, respectively.
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”).
See reconciliation below to the most directly comparable GAAP measures. 52 Table of Contents (In millions) 2025 2024 2023 Reconciliation of Adjusted EBITDA attributable to MPLX LP and DCF attributable to LP unitholders from Net income: Net income $ 4,952 $ 4,357 $ 3,966 Provision for income taxes 8 10 11 Net interest and other financial costs 983 921 923 Income from operations 5,943 5,288 4,900 Depreciation and amortization 1,351 1,283 1,213 Income from equity method investments (697) (802) (600) Distributions/adjustments related to equity method investments 962 928 774 Gain on equity method investments (484) — (92) Gain on sale of assets (159) — — Transaction-related costs (1) 33 — — Garyville incident response costs (2) — — 16 Other (3) 112 111 100 Adjusted EBITDA 7,061 6,808 6,311 Adjusted EBITDA attributable to noncontrolling interests (44) (44) (42) Adjusted EBITDA attributable to MPLX LP 7,017 6,764 6,269 Deferred revenue impacts (57) 31 97 Sales-type lease payments, net of income 62 32 12 Adjusted net interest and other financial costs (4) (950) (867) (859) Maintenance capital expenditures, net of reimbursements (256) (206) (150) Equity method investment maintenance capital expenditures paid out (20) (18) (15) Other (5) (39) (14) DCF attributable to MPLX LP 5,791 5,697 5,340 Preferred unit distributions — (27) (99) DCF attributable to LP unitholders $ 5,791 $ 5,670 $ 5,241 (1) Transaction-related costs include costs associated with the Northwind Midstream Acquisition, the BANGL Acquisition and the divestiture of the Rockies gathering and processing operations discussed in Item 8.
(2) This column represents operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for MPLX-operated equity method investments. (3) Entities within the Marcellus and Utica Operations jointly own the Hopedale fractionation complex. Hopedale throughput is included in the Marcellus and Utica Operations and represents each region’s utilization of the complex.
(2) This column represents operating data for entities that have been consolidated into the MPLX financial statements as well as operating data for MPLX-operated equity method investments. (3) The amounts presented above exclude Northwind Midstream treated volumes during the year ended December 31, 2025. (4) Entities within the Marcellus and Utica Operations jointly own the Hopedale fractionation complex.
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.
As of December 31, 2025, we had $1,120 million remaining under the unit repurchase authorizations. 64 Table of Contents Distributions On January 29, 2026, we announced that the board of directors of our general partner had declared a quarterly cash distribution of $1.0765 per common unit for the fourth quarter of 2025, which was paid on February 17, 2026 to common unitholders of record on February 9, 2026.
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.
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, 2025, 2024 and 2023.
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.
Unit Repurchase Program On August 5, 2025, we announced a board authorization for the repurchase of $1.0 billion of MPLX common units held by the public in addition to the $1.0 billion common unit repurchase authorization announced on August 2, 2022. These unit repurchase authorizations have no expiration date.
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.
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 aggregate net proceeds of approximately $984 million from the sale of the preferred units were used for capital expenditures, repayment of debt and general business purposes. The holders of the Series A preferred units received quarterly distributions equal to the greater of $0.528125 per unit or the amount of distributions they would have received on an as converted basis.
Prior to conversion, the holders of the Series A preferred units received quarterly distributions equal to the greater of $0.528125 per unit or the amount of distributions they would have received on an as converted basis.
Equity Method Investment Impairment Assessments Equity method investments are assessed for impairment whenever factors indicate an other-than-temporary loss in value.
Financial Statements and Supplementary Data – Note 14 for additional information relating to our reporting units and goodwill. Equity Method Investment Impairment Assessments Equity method investments are assessed for impairment whenever factors indicate an other-than-temporary loss in value.
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.
Cash Flows Used in Investing Activities - Net cash used in investing activities increased $2,861 million in 2025 compared to 2024 primarily due to the acquisition of Northwind Midstream for $2,413 million, higher capital spending and the purchase of the remaining 55 percent interest in BANGL for $703 million.
The year ended December 31, 2022 includes a $509 million gain on a lease reclassification. See Item 8. Financial Statements and Supplementary Data - Note 21 for additional information. 2024 Compared to 2023 Total segment revenues and other income increased $361 million in 2024 compared to 2023.
See Item 8. Financial Statements and Supplementary Data – Note 4 for additional information. 2025 Compared to 2024 Total segment revenues and other income increased $829 million in 2025 compared to 2024.
(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.
(In millions) 2025 2024 $ Change 2023 $ Change Revenues and other income: Service revenue $ 7,292 $ 6,950 $ 342 $ 6,524 $ 426 Rental income 1,149 1,104 45 1,065 39 Product related revenue 2,434 2,239 195 2,209 30 Sales-type lease revenue 599 611 (12) 636 (25) Income from equity method investments 697 802 (105) 600 202 Gain on equity method investments 484 20 464 92 (72) Other income 343 207 136 155 52 Total revenues and other income 12,998 11,933 1,065 11,281 652 Costs and expenses: Cost of revenues (excludes items below) 1,561 1,560 1 1,401 159 Purchased product costs 1,815 1,561 254 1,598 (37) Rental cost of sales 96 100 (4) 115 (15) Purchases - related parties 1,649 1,583 66 1,544 39 Depreciation and amortization 1,351 1,283 68 1,213 70 General and administrative expenses 446 427 19 379 48 Other taxes 137 131 6 131 — Total costs and expenses 7,055 6,645 410 6,381 264 Income from operations 5,943 5,288 655 4,900 388 Net interest and other financial costs 983 921 62 923 (2) Income before income taxes 4,960 4,367 593 3,977 390 Provision for income taxes 8 10 (2) 11 (1) Net income 4,952 4,357 595 3,966 391 Less: Net income attributable to noncontrolling interests 40 40 — 38 2 Net income attributable to MPLX LP $ 4,912 $ 4,317 $ 595 $ 3,928 $ 389 Adjusted EBITDA attributable to MPLX LP (1) $ 7,017 $ 6,764 $ 253 $ 6,269 $ 495 DCF attributable to MPLX (1) $ 5,791 $ 5,697 $ 94 $ 5,340 $ 357 (1) Non-GAAP measure.
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.
Our capital expenditures for the past three years are shown in the table below: (In millions) 2025 2024 2023 Capital expenditures: Growth capital expenditures $ 1,668 $ 796 $ 838 Growth capital reimbursements (136) (115) (165) Investments in unconsolidated affiliates (1) 794 236 98 Return of capital (2) (251) (12) (3) Capitalized interest (38) (16) (14) Total growth capital expenditures (3) 2,037 889 754 Maintenance capital expenditures 288 254 181 Maintenance capital reimbursements (32) (48) (31) Capitalized interest (4) (3) (1) Total maintenance capital expenditures 252 203 149 Total growth and maintenance capital expenditures 2,289 1,092 903 Investments in unconsolidated affiliates (1) (794) (236) (98) Return of capital (2) 251 12 3 Growth and maintenance capital reimbursements (4) 168 163 196 (Increase)/decrease in capital accruals (170) 6 (82) Capitalized interest 42 19 15 Other 22 — — Additions to property, plant and equipment $ 1,808 $ 1,056 $ 937 (1) Investments in unconsolidated affiliates and additions to property, plant and equipment, net are shown as separate lines within investing activities in the Consolidated Statements of Cash Flows.
The financial covenant requires us to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as defined in the MPLX Credit Agreement) for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 for up to two fiscal quarters following certain acquisitions).
The applicable margins to the benchmark interest rates and certain fees fluctuate based on the credit ratings in effect from time to time on MPLX’s long-term debt. 62 Table of Contents The MPLX Credit Agreement contains certain representations and warranties, affirmative and negative covenants and events of default that we consider usual and customary for an agreement of this type, including a financial covenant that requires us to maintain a ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA (both as defined in the MPLX Credit Agreement) for the prior four fiscal quarters of no greater than 5.0 to 1.0 (or 5.5 to 1.0 for up to two fiscal quarters following certain acquisitions).
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.
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. 63 Table of Contents Our liquidity totaled $5.6 billion at December 31, 2025, consisting of: December 31, 2025 (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 2,137 Total liquidity $ 5,637 We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facilities and access to capital markets.

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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 changeSensitivity 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.
Biggest changeWe had no open commodity derivative contracts (excluding embedded derivatives) as of December 31, 2025, and therefore, no sensitivity analysis was performed to evaluate the impact of changes in fair value on income before income taxes.
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.
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 and Sensitivity Analysis 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.
(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.
(2) Assumes a 100-basis-point decrease in the weighted average yield-to-maturity at December 31, 2025. (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, 2025.
(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.
(4) MPLX had no outstanding borrowings on the MPLX Credit Agreement as of December 31, 2025. 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.
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.
As of December 31, 2025, 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, however, we continually monitor the market and our exposure and may enter into these arrangements in the future.
(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.
(In millions) Fair Value as of December 31, 2025 (1) Change in Fair Value (2) Change in Income before income taxes for the Year Ended December 31, 2025 (3) Outstanding debt Fixed-rate $ 24,887 $ 2,001 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.
At 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.
At December 31, 2025 and 2024, the estimated fair value of this contract was a liability of $41 million and $58 million, respectively. Open Derivative Positions and Sensitivity Analysis The estimated fair values of our Level 2 and 3 financial instruments, when outstanding, are sensitive to the assumptions used in our pricing models.

Other MPLX 10-K year-over-year comparisons