MPLX LP

Previous wording

We are a diversified, large-cap MLP formed by MPC in 2012 that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. 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. The business consists of two segments based on the nature of services it offers: Logistics and Storage (“L&S”) and Gathering and Processing (“G&P”). Our assets are positioned throughout the United States. The L&S segment primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products, and renewables. The L&S segment also includes the operation of our refining logistics, fuels distribution and inland marine businesses, terminals, rail facilities and storage caverns. The G&P segment provides gathering, processing and transportation of natural gas as well as the transportation, fractionation, storage and marketing of NGLs.

Current wording

We are a diversified, large-cap MLP formed by MPC in 2012 that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. 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. The business consists of two segments based on the product-based value chain each supports: Crude Oil and Products Logistics and Natural Gas and NGL Services. Our assets are positioned throughout the United States. The Crude Oil and Products Logistics segment primarily engages in the gathering, transportation, storage and distribution of crude oil, refined products, other hydrocarbon-based products, and renewables. 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.

Previous wording

•Generated $5.4 billion of net cash provided by operating activities, $5.3 billion of distributable cash flow attributable to MPLX, and $4.1 billion of adjusted free cash flow.

Current wording

•Generated $5.9 billion of net cash provided by operating activities, $5.7 billion of distributable cash flow attributable to MPLX, and $3.9 billion of adjusted free cash flow (“Adjusted FCF”).

Previous wording

•Paid $3.3 billion in distributions during the year ended December 31, 2023, which includes a 10 percent increase in our quarterly distribution effective for the third quarter of 2023, in line with our commitment to return capital to unitholders.

Current wording

•Paid $3.6 billion in distributions during the year ended December 31, 2024, which includes a 12.5 percent increase in our quarterly distribution effective for the third quarter of 2024, in line with our commitment to return capital to unitholders.

Previous wording

Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include the non-GAAP financial measures of Adjusted EBITDA, DCF, adjusted free cash flow (“Adjusted FCF”), and Adjusted FCF after distributions. The amount of Adjusted EBITDA and DCF generated is considered by the board of directors of our general partner in approving MPLX’s cash distributions.

Current wording

Our management uses a variety of financial and operating metrics to analyze our performance. 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.

Previous wording

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. Additionally, we believe adjusted EBITDA provides useful information to investors for trending, analyzing and benchmarking our operating results from period to period as compared to other companies that may have different financing and capital structures. We define Adjusted EBITDA as net income adjusted for: (i) provision for income taxes; (ii) interest and other financial costs; (iii) depreciation and amortization; (iv) income/(loss) from equity method investments; (v) distributions and adjustments related to equity method investments; (vi) gain on sales-type leases and equity method investments; (vii) impairment expense; (viii) noncontrolling interests; and (ix) other adjustments, as applicable.

Current wording

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. Additionally, we believe adjusted EBITDA provides useful information to investors for trending, analyzing and benchmarking our operating results from period to period as compared to other companies that may have different financing and capital structures. 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.

Previous wording

DCF is a financial performance measure used by management as a key component in the determination of cash distributions paid to unitholders. We believe DCF is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the partnership is generating sufficient cash flow to support quarterly distributions. In addition, DCF is commonly used by the investment community because the market value of publicly traded partnerships is based, in part, on DCF and cash distributions paid to unitholders. We define DCF as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) sales-type lease payments, net of income; (iii) net interest and other financial costs; (iv) net maintenance capital expenditures; (v) equity method investment capital expenditures paid out; and (vi) other adjustments as deemed necessary.

Current wording

DCF is a financial performance and liquidity measure used by management and by the board of directors of our general partner as a key component in the determination of cash distributions paid to unitholders. We believe DCF is an important financial measure for unitholders as an indicator of cash return on investment and to evaluate whether the partnership is generating sufficient cash flow to support quarterly distributions. In addition, DCF is commonly used by the investment community because the market value of publicly traded partnerships is based, in part, on DCF and cash distributions paid to unitholders. We define DCF as Adjusted EBITDA adjusted for: (i) deferred revenue impacts; (ii) sales-type lease payments, net of income; (iii) adjusted net interest and other financial costs; (iv) net maintenance capital expenditures; (v) equity method investment capital expenditures paid out; and (vi) other adjustments as deemed necessary.

Previous wording

Adjusted FCF and adjusted free cash flow after distributions are financial performance measures used by management in the allocation of capital and to assess financial performance. We believe that unitholders may use this metric to analyze our ability to manage leverage and return capital. We define Adjusted FCF as net cash provided by operating activities adjusted for: (i) net cash used in investing activities; (ii) cash contributions from MPC; and (iii) cash distributions to noncontrolling interests. We define Adjusted FCF after distributions as Adjusted FCF less base distributions to common and preferred unitholders.

Current wording

Adjusted FCF and Adjusted FCF after distributions are financial liquidity measures used by management in the allocation of capital and to assess financial performance. We believe that unitholders may use this metric to analyze our ability to manage leverage and return capital. We define Adjusted FCF as net cash provided by operating activities adjusted for: (i) net cash used in investing activities; (ii) cash contributions from MPC; and (iii) cash distributions to noncontrolling interests. We define Adjusted FCF after distributions as Adjusted FCF less distributions to common and preferred unitholders.

Previous wording

We believe that the presentation of Adjusted EBITDA, DCF, Adjusted FCF and Adjusted FCF after distributions provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and DCF are net income and net cash provided by operating activities while the GAAP measure most directly comparable to Adjusted FCF and Adjusted FCF after distributions is net cash provided by operating activities. These non-GAAP financial measures should not be considered alternatives to GAAP net income or net cash provided by operating activities as they have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. These non-GAAP financial measures should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because non-GAAP financial measures may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. For a reconciliation of Adjusted EBITDA and DCF to their most directly comparable measures calculated and presented in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations. For a reconciliation of Adjusted FCF and Adjusted FCF after distributions to their most directly comparable measure calculated and presented in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.

Current wording

We believe that the presentation of Adjusted EBITDA, DCF, Adjusted FCF and Adjusted FCF after distributions provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and DCF are net income and net cash provided by operating activities while the GAAP measure most directly comparable to Adjusted FCF and Adjusted FCF after distributions is net cash provided by operating activities. 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 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 in isolation or as substitutes for analysis of our results as reported under GAAP. Additionally, because non-GAAP financial measures may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. For a reconciliation of Adjusted EBITDA and DCF to their most directly comparable measures calculated and presented in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations. For a reconciliation of Adjusted FCF and Adjusted FCF after distributions to their most directly comparable measure calculated and presented in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.

Previous wording

(2)Non-GAAP measure. See reconciliation below for the most directly comparable GAAP measures.

Current wording

(3)Non-GAAP measure. See reconciliation below to the most directly comparable GAAP measures.

Previous wording

(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. We incurred $16 million of incident response costs, net of insurance recoveries, during the year ended December 31, 2023.

Current wording

(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”). We incurred $16 million of incident response costs, net of insurance recoveries, during the year ended December 31, 2023.

Previous wording

(4)Excludes gain/loss on extinguishment of debt and amortization of deferred financing costs.

Current wording

(3)Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs.

Previous wording

(1) Excludes gain/loss on extinguishment of debt and amortization of deferred financing costs.

Current wording

(1) Represents Net interest and other financial costs excluding gain/loss on extinguishment of debt and amortization of deferred financing costs.

Previous wording

We classify our business in the following reportable segments: L&S and G&P. We evaluate the performance of our segments using Segment Adjusted EBITDA. Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the reportable segments. Amounts included in net income and excluded from Segment Adjusted EBITDA include: (i) depreciation and amortization; (ii) interest and other financial costs; (iii) income/(loss) from equity method investments; (iv) distributions and adjustments related to equity method investments; (v) gain on sales-type leases and equity method investments; (vi) impairment expense; (vii) noncontrolling interests; and (viii) other adjustments, as applicable. 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.

Current wording

We evaluate the performance of our segments using Segment Adjusted EBITDA. Segment Adjusted EBITDA represents Adjusted EBITDA attributable to the reportable segments. 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. 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.

Previous wording

The tables below present information about Segment Adjusted EBITDA for the reported segments for the years ended December 31, 2023, 2022 and 2021.

Current wording

The tables below present additional financial information for our reported segments for the years ended December 31, 2024, 2023 and 2022.

Previous wording

L&S Segment Financial Highlights (in millions)

Current wording

Crude Oil and Products Logistics Segment Financial Highlights (in millions)

Previous wording

(1) The year ended December 31, 2022 includes a contribution of $60 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 a debt repayment by the joint venture.

Current wording

(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.

Previous wording

(1)The year ended December 31, 2022 includes a $509 million gain on a lease reclassification. See Item 8. Financial Statements and Supplementary Data - Note 20 for additional information.

Current wording

(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. The year ended December 31, 2023 includes a $92 million gain on remeasurement of our existing equity interest in Torñado in conjunction with the purchase of the remaining joint venture interest in 2023. See Item 8. Financial Statements and Supplementary Data - Note 4 for additional information. 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.

Previous wording

Income from equity method investments increased $46 million in 2023 compared to 2022 primarily due to higher volumes associated with several of our joint ventures in the Marcellus and Utica. Additionally, our recently acquired joint venture in the Southwest region added processing capacity in the fourth quarter of 2022 driving higher volumes over the prior period.

Current wording

Total segment revenues and other income decreased $782 million in 2023 compared to 2022. The decrease was driven by a gain on lease reclassification of $509 million recognized in 2022 which was partially offset by the impact of a $92 million gain on remeasurement of our existing equity investment in Torñado in conjunction with the purchase of the remaining joint venture interest in 2023. Additional impacts from equity method investments included an increase of $51 million attributable to higher volumes associated with our joint ventures in the Marcellus and Utica in addition to a joint venture in the Southwest region which added processing capacity in the fourth quarter of 2022 driving higher volumes over the prior period. See Supplemental Information on Equity Method Investments for additional information regarding the results of our equity method investments.

Previous wording

Service revenue increased $133 million in 2023 compared to 2022. This was primarily due to fees from higher volumes of $76 million and higher throughput fee rates of $57 million in the Marcellus and Rockies.

Current wording

In 2023, higher NGL sales volumes in the Southwest of $451 million were more than offset by lower NGL prices of $1,059 million. This decrease was partially offset by higher volumes of $76 million and higher throughput fee rates of $57 million in the Marcellus and Rockies.

Previous wording

(4) Purity ethane makes up approximately 233 mbpd, 204 mbpd and 192 mbpd of MPLX LP consolidated total fractionated products for the years ended December 31, 2023, 2022 and 2021, respectively. Purity ethane makes up approximately 240 mbpd, 209 mbpd and 197 mbpd of MPLX operated total fractionated products for the years ended December 31, 2023, 2022 and 2021, respectively.

Current wording

(4) Purity ethane makes up approximately 265 mbpd, 233 mbpd and 204 mbpd of MPLX LP consolidated total fractionated products for the years ended December 31, 2024, 2023 and 2022, respectively. 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.

Previous wording

(1) 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.

Current wording

(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. 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. The changes in mix from 2023 to 2024 resulted in an approximate $0.13 increase in the calculated C2 + NGL price per gallon.

Previous wording

Our cash and cash equivalents were $1,048 million and $238 million at December 31, 2023 and December 31, 2022, respectively. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years were as follows:

Current wording

Our cash and cash equivalents were $1,519 million and $1,048 million at December 31, 2024 and December 31, 2023, respectively. The change in cash and cash equivalents was due to the factors discussed below. Net cash provided by (used in) operating activities, investing activities and financing activities for the past three years were as follows:

Previous wording

Cash Flows Provided by Operating Activities -Net cash provided by operating activities increased $378 million, or eight percent, in 2023 compared to 2022, primarily due to improved results from operations and increased cash distributions from equity method investments.

Current wording

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.

Previous wording

Cash Flows Used in Investing Activities -Net cash used in investing activities increased $296 million in 2023 compared to 2022 due to higher capital spending and the acquisition of the remaining 40 percent interest in Torñado in 2023. The increase was partially offset by higher contributions to equity method investments in 2022, which included a $60 million contribution to Dakota Access to fund our share of a scheduled debt repayment by the joint venture, and $28 million for the acquisition of assets in 2022.

Current wording

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. The year ended December 31, 2024 also reflects the use of $228 million for the acquisition of additional ownership interest in equity method investments, as well as higher contributions to equity method investments, including a $92 million contribution to Dakota Access to fund our share of a scheduled debt repayment by the joint venture. The increases were partially offset by a $134 million cash distribution received, recorded as a return of capital, in connection with the Whistler Joint Venture Transaction in 2024.

Previous wording

Cash Flows Used in and Provided by Financing Activities -Net cash used in financing activities decreased $503 million in 2023 compared to 2022. The decrease was driven by net borrowings in 2023 as compared to net repayments in 2022, resulting in a decreased use of cash of $861 million. There were no units repurchased in 2023, which drove an additional $491 million decrease in use of cash during 2023. The decrease in the use of cash was partially offset by the use of $600 million to redeem all of the outstanding Series B preferred units, and higher distributions to unitholders of $249 million in 2023 as a result of 10 percent increases to the quarterly distribution effective for the third quarters of 2023 and 2022.

Current wording

Cash Flows Used in and Provided by Financing Activities -Net cash used in financing activities increased $145 million in 2024 compared to 2023. The increase was primarily due to the return of capital to unitholders through unit repurchases of $326 million, as well as higher distributions paid to unitholders of $307 million during 2024 compared to 2023, as a result of the 12.5 percent increase in our quarterly distribution effective for the third quarter of 2024. There were also lower net borrowings of $109 million in 2024 as compared to 2023. These increases were partially offset by the use of $600 million to redeem all of the outstanding Series B preferred units during 2023.

Previous wording

Adjusted Free Cash Flow -For the year ended December 31, 2023, we generated Adjusted FCF of $4.1 billion after net cash used in investing activities of $1.3 billion. This provided us the flexibility to return capital to our unitholders by increasing our quarterly distribution by 10 percent for the second consecutive year. The table below provides a reconciliation of Adjusted FCF and Adjusted FCF after distributions from net cash provided by operating activities for the years ended December 31, 2023, 2022 and 2021.

Current wording

Adjusted Free Cash Flow -For the year ended December 31, 2024, we generated Adjusted FCF of $3.9 billion. 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.

Previous wording

(1) The years ended December 31, 2023,2022 and 2021 include working capital draws of $146 million, $121 million and$157 million, respectively.

Current wording

(1) The years ended December 31, 2024,2023 and 2022 include working capital draws of $241 million,$169 million and$128 million, respectively.

Previous wording

On February 9, 2023, MPLX issued $1.6 billion aggregate principal amount of notes, consisting of $1.1 billion principal amount of 5.00 percent senior notes due 2033 (the “2033 Senior Notes”) and $500 million principal amount of 5.65 percent senior notes due 2053 (the “2053 Senior Notes”). The 2033 Senior Notes were offered at a price to the public of 99.170 percent of par with interest payable semi-annually in arrears, commencing on September 1, 2023. The 2053 Senior Notes were offered at a price to the public of 99.536 percent of par with interest payable semi-annually in arrears, commencing on September 1, 2023.

Current wording

On May 20, 2024, MPLX issued $1.65 billion aggregate principal amount of the 5.50 percent senior notes due June 2034 (the “2034 Senior Notes”) in an underwritten public offering. The 2034 Senior Notes were offered at a price to the public of 98.778 percent of par, with interest payable semi-annually in arrears, commencing on December 1, 2024. On December 1, 2024, MPLX used $1,150 million of the net proceeds from the issuance of the 2034 Senior Notes to repay all of (i) MPLX’s outstanding $1,149 million aggregate principal amount of 4.875 percent senior notes due December 2024 and (ii) MarkWest’s outstanding $1 million aggregate principal amount of 4.875 percent senior notes due December 2024. 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.

Previous wording

As of December 31, 2023, we had $20.7 billion in aggregate principal amount of senior notes outstanding. The increase of $0.6 billion compared to year-end 2022 resulted from financing the redemption of the Series B preferred units with the issuance of senior notes, as discussed above.

Current wording

As of December 31, 2024, we had $21.2 billion in aggregate principal amount of senior notes outstanding. The increase of $0.5 billion compared to year-end 2023 resulted from financing the redemption of the Senior Notes due February 2025 with the proceeds from the issuance of the 2034 Senior Notes, as discussed above.

Previous wording

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 that type that could, among other things, limit our ability to pay distributions to our unitholders. 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). 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, 2023, we were in compliance with this financial covenant with a ratio of Consolidated Total Debt to Consolidated EBITDA of 3.3 to 1.0, as well as all other covenants contained in the MPLX Credit Agreement.

Current wording

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 that type that could, among other things, limit our ability to pay distributions to our unitholders. 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). 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.

Previous wording

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. The borrowing capacity of the MPC Loan Agreement is $1.5 billion aggregate principal amount of all loans outstanding at any one time. The MPC Loan Agreement is scheduled to expire, and borrowings under the loan agreement are scheduled to mature and become due and payable on July 31, 2024, provided that MPC may demand payment of all or any portion of the outstanding principal amount of the loan, together with all accrued and unpaid interest and other amounts (if any), at any time prior to the maturity date. 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.

Current wording

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. The borrowing capacity of the MPC Loan Agreement is $1.5 billion aggregate principal amount of all loans outstanding at any one time. 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. 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.

Previous wording

There was no activity on the MPC Loan Agreement or MPLX Credit Agreement during 2023. There were no outstanding balances on either facility as of December 31, 2023. The MPLX Credit Agreement had less than $1 million in letters of credit outstanding.

Current wording

There were no borrowings or repayments on the MPC Loan Agreement or MPLX Credit Agreement during the year ended December 31, 2024. The MPLX Credit Agreement had less than $1 million in letters of credit outstanding.

Previous wording

The agreements governing our debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments in the event that our credit ratings are downgraded. However, any downgrades in the credit ratings of our senior unsecured debt ratings could, among other things, increase the applicable interest rates and other fees payable under the MPLX Credit Agreement, and limit our flexibility to obtain future financing, including refinancing existing indebtedness.

Current wording

The agreements governing our debt obligations do not contain credit rating triggers that would result in the acceleration of interest, principal or other payments solely in the event that our credit ratings are downgraded. 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.

Previous wording

Our liquidity totaled $4.5 billion at December 31, 2023, consisting of:

Current wording

Our liquidity totaled $5.0 billion at December 31, 2024, consisting of:

Previous wording

We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facilities and access to capital markets. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations and quarterly cash distributions. Our material future obligations include interest on debt, payments of debt principal, purchase obligations including contracts to acquire PP&E and our operating leases and service agreements. We may also, from time to time repurchase our senior notes and preferred units in the open market, in tender offers, in privately-negotiated transactions or otherwise in such volumes, at such prices and upon such other terms as we deem appropriate and execute unit repurchases under our unit repurchase program.

Current wording

We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facilities and access to capital markets. We believe that cash generated from these sources will be sufficient to meet our short-term and long-term funding requirements, including working capital requirements, capital expenditure requirements, contractual obligations and quarterly cash distributions. Our material future obligations include interest on debt, payments of debt principal, purchase obligations including contracts to acquire property, plant and equipment and our operating leases and service agreements. We may also, from time to time repurchase our senior notes in the open market, in tender offers, in privately negotiated transactions or otherwise in such volumes, at market prices and upon such other terms as we deem appropriate and execute unit repurchases under our unit repurchase program.

Previous wording

MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us. From time to time, we may also utilize other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.

Current wording

MPC manages our cash and cash equivalents on our behalf directly with third-party institutions as part of the treasury services that it provides to us under our omnibus agreement. From time to time, we may also utilize other sources of liquidity, including the formation of joint ventures or sales of non-strategic assets.

Previous wording

The Series A preferred units rank senior to all common units with respect to distributions and rights upon liquidation. The holders of the Series A preferred units received cumulative quarterly distributions equal to $0.528125 per unit for each quarter prior to the second quarter of 2018. Beginning with the second quarter of 2018, the holders of the Series A preferred units are entitled to receive a quarterly distribution equal to the greater of $0.528125 per unit or the amount of distributions they would have received on an as converted basis. Distributions paid to Series A preferred unitholders during the years ended December 31, 2023, 2022 and 2021 were $94 million, $85 million and $100 million, respectively. The distribution for the year ended December 31, 2021 includes a Supplemental Distribution Amount of $18 million, or $0.5750 per unit.

Current wording

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. 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.

Previous wording

During the years ended December 31, 2023 and December 31, 2021, certain Series A preferred unitholders exercised their rights to convert their Series A preferred units into 2,281,831 common units and 93,108 common units, respectively. Approximately 27.2 million Series A preferred units remain outstanding as of December 31, 2023.

Current wording

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. On February 11, 2025, MPLX exercised its right to convert the remaining outstanding Series A preferred units into common units.

Previous wording

On November 2, 2020, MPLX announced the board authorization of a unit repurchase program for the repurchase of up to $1 billion of MPLX’s outstanding common units held by the public, which was exhausted during the fourth quarter of 2022. On August 2, 2022, we announced the board authorization for the repurchase of up to an additional $1 billion of MPLX common units held by the public. This repurchase authorization has no expiration date. MPLX may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, tender offers, accelerated unit repurchases or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of repurchases depends upon several factors, including market and business conditions, and repurchases may be suspended, discontinued, or restarted at any time. The following table summarizes activity executed on the unit repurchase program during the years ended December 31, 2023, 2022 and 2021:

Current wording

On November 2, 2020, MPLX announced the board authorization of a unit repurchase program for the repurchase of up to $1 billion of MPLX’s outstanding common units held by the public, which was exhausted during the fourth quarter of 2022. On August 2, 2022, we announced the board authorization for the repurchase of up to an additional $1 billion of MPLX common units held by the public. The authorization has no expiration date. We may utilize various methods to effect the repurchases, which could include open market repurchases, negotiated block transactions, accelerated unit repurchases, tender offers, or open market solicitations for units, some of which may be effected through Rule 10b5-1 plans. The timing and amount of future repurchases, if any, will depend upon several factors, including market and business conditions, and such repurchases may be suspended, discontinued, or restarted at any time.

Previous wording

On January 24, 2024, we announced that the board of directors of our general partner had declared a distribution of $0.8500 per common unit, which was paid on February 14, 2024 to common unitholders of record on February 5, 2024. This represents a 10 percent increase over the fourth quarter of 2022 distribution. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.

Current wording

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. 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.