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MPLX LP

For the period ended Dec 31, 2023. Filed Feb 28, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 28, 2024

MPLX$55.91-1.1%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

Page
PART I
Item 1.Business3
Item 1A.Risk Factors20
Item 1B.Unresolved Staff Comments41
Item 1C.Cybersecurity41
Item 2.Properties42
Item 3.Legal Proceedings48
Item 4.Mine Safety Disclosures49
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities49
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations50
Item 7A.Quantitative and Qualitative Disclosures about Market Risk71
Item 8.Financial Statements and Supplementary Data73
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure118
Item 9A.Controls and Procedures118
Item 9B.Other Information118
Item 9C.Disclosures Regarding Foreign Jurisdictions that Prevent Inspections118
PART III
Item 10.Directors, Executive Officers and Corporate Governance118
Item 11.Executive Compensation125
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters146
Item 13.Certain Relationships and Related Transactions, and Director Independence147
Item 14.Principal Accountant Fees and Services148
PART IV
Item 15.Exhibits and Financial Statement Schedules150
Signatures156

Unless otherwise stated or the context otherwise indicates, all references in this Annual Report on Form 10-K to “MPLX LP,” “MPLX,” “the Partnership,” “we,” “our,” “us,” or like terms refer to MPLX LP and its consolidated subsidiaries. References to our sponsor and customer, “MPC,” refer collectively to Marathon Petroleum Corporation and its subsidiaries, other than the Partnership. Additionally, throughout this Annual Report on Form 10-K, we have used terms in our discussion of the business and operating results that have been defined in our Glossary of Terms.

Glossary of Terms

The abbreviations, acronyms and industry terminology used in this report are defined as follows:

AROAsset retirement obligation
ASCAccounting Standards Codification
ASUAccounting Standards Update
Barrel (Bbl)One stock tank barrel, or 42 United States gallons of liquid volume, used in reference to crude oil or other liquid hydrocarbons.
Bcf/dOne billion cubic feet per day
BtuOne British thermal unit, an energy measurement
DCF (a non-GAAP financial measure)Distributable Cash Flow
DOTUnited States Department of Transportation
EBITDA (a non-GAAP financial measure)Earnings Before Interest, Taxes, Depreciation and Amortization
EPAUnited States Environmental Protection Agency
FASBFinancial Accounting Standards Board
FCF (a non-GAAP financial measure)Free Cash Flow
FERCFederal Energy Regulatory Commission
GAAPAccounting principles generally accepted in the United States of America
G&PGathering and Processing segment
IRSInternal Revenue Service
L&SLogistics and Storage segment
mbblsThousands of barrels
mbpdThousand barrels per day
MMBtuOne million British thermal units, an energy measurement
MMcf/dOne million cubic feet per day
NGLNatural gas liquids, such as ethane, propane, butanes and natural gasoline
NYSENew York Stock Exchange
PHMSAPipeline and Hazardous Materials Safety Administration
SECUnited States Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
USCGUnited States Coast Guard
VIEVariable interest entity

Disclosures Regarding Forward-Looking Statements

This Annual Report on Form 10-K, particularly Item 1. Business, Item 1A. Risk Factors, Item 3. Legal Proceedings, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures about Market Risk, includes forward-looking statements that are subject to risks, contingencies or uncertainties. You can identify forward-looking statements by words such as “anticipate,” “believe,” “commitment,” “could,” “design,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “policy,” “position,” “potential,” “predict,” “priority,” “project,” “prospective,” “pursue,” “seek,” “should,” “strategy,” “target,” “will,” “would” or other similar expressions that convey the uncertainty of future events or outcomes.

Forward-looking statements include, among other things, statements regarding:

future financial and operating results;

environmental, social and governance, which we refer to as “ESG,” plans and goals, including those related to greenhouse gas, which we refer to as “GHG,” emissions and intensity, biodiversity, diversity and inclusion and ESG reporting;

future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses;

the success or timing of completion of ongoing or anticipated capital or maintenance projects;

business strategies, growth opportunities and expected investments, including plans to grow stable cash flows, lower costs and return capital to unitholders;

the timing and amount of future distributions or unit repurchases; and

the anticipated effects of actions of third parties such as competitors, activist investors, federal, foreign, state or local regulatory authorities, or plaintiffs in litigation.

Our forward-looking statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. Forward-looking and other statements regarding our ESG plans and goals are not an indication that these statements are material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Material differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

general economic, political or regulatory developments, including inflation, interest rates, changes in governmental policies relating to refined petroleum products, crude oil, natural gas, natural gas liquids, such as ethane, propane, butanes and natural gasoline, which we refer to as “NGLs,” renewables, or taxation;

the ability of MPC to achieve its strategic objectives and the effects of those strategic decisions on us;

further impairments;

negative capital market conditions, including an increase of the current yield on common units;

the ability to achieve strategic and financial objectives, including with respect to distribution coverage, future distribution levels, proposed projects and completed transactions;

the success of MPC’s portfolio optimization, including the ability to complete any divestitures on commercially reasonable terms and/or within the expected timeframe, and the effects of any such divestitures on our business, financial condition, results of operations and cash flows;

consumer demand for refined products, natural gas, renewables and NGLs;

the adequacy of capital resources and liquidity, including the availability of sufficient cash flow to pay distributions and access to debt on commercially reasonable terms, and the ability to successfully execute business plans, growth strategies and self-funding models;

the timing and extent of changes in commodity prices and demand for crude oil, refined products, feedstocks or other hydrocarbon-based products, or renewables;

volatility in or degradation of general economic, market, industry or business conditions, including as a result of pandemics, other infectious disease outbreaks, natural hazards, extreme weather events, regional conflicts such as hostilities in the Middle East and Ukraine, inflation, or rising interest rates;

changes to the expected construction costs and timing of projects and planned investments, and the ability to obtain regulatory and other approvals with respect thereto;

the availability of desirable strategic alternatives to optimize portfolio assets and our ability to obtain regulatory and other approvals with respect thereto;

completion of midstream infrastructure by competitors;

disruptions due to equipment interruption or failure, including electrical shortages and power grid failures;

the suspension, reduction or termination of MPC’s obligations under MPLX’s commercial agreements;

modifications to financial policies, capital budgets, and earnings and distributions;

the ability to manage disruptions in credit markets or changes to credit ratings;

our ability to comply with federal and state environmental, economic, health and safety, energy and other policies and regulations or enforcement actions initiated thereunder;

adverse results in litigation;

the effect of restructuring or reorganization of business components;

the potential effects of changes in tariff rates on our business, financial condition, results of operations and cash flows;

foreign imports and exports of crude oil, refined products, natural gas and NGLs;

changes in producer customers’ drilling plans or in volumes of throughput of crude oil, natural gas, NGLs, refined products, other hydrocarbon-based products, or renewables;

changes in the cost or availability of third-party vessels, pipelines, railcars and other means of transportation for crude oil, natural gas, NGLs, feedstocks, refined products, or renewables;

the price, availability and acceptance of alternative fuels and alternative-fuel vehicles and laws mandating such fuels or vehicles;

actions taken by our competitors, including pricing adjustments and the expansion and retirement of pipeline capacity, processing, fractionation and treating facilities in response to market conditions;

expectations regarding joint venture arrangements and other acquisitions or divestitures of assets;

midstream and refining industry overcapacity or undercapacity;

industrial incidents or other unscheduled shutdowns affecting our machinery, pipelines, processing, fractionation and treating facilities or equipment, means of transportation, or those of our suppliers or customers;

acts of war, terrorism or civil unrest that could impair our ability to gather, process, fractionate or transport crude oil, natural gas, NGLs, refined products, or renewables;

political pressure and influence of environmental groups that are adverse to the production, gathering, refining, processing, fractionation, transportation and marketing of crude oil or other feedstocks, refined products, natural gas, NGLs, other hydrocarbon-based products, or renewables;

the imposition of windfall profit taxes or maximum refining margin penalties on companies operating in the energy industry in California or other jurisdictions;

our ability to successfully implement our sustainable energy strategy and principles and achieve our ESG goals and targets within the expected timeframe, if at all; and

the other factors described in Item 1A. Risk Factors.

We undertake no obligation to update any forward-looking statements except to the extent required by applicable law.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.