MPLX LP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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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.
FY2024 · Filed Feb 27, 2025
MPLX$56.71-0.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
A. Documents Filed as Part of the Report
Financial Statements (see Part II, Item 8. of this Annual Report on Form 10-K regarding financial statements)
Financial Statement Schedules
Financial statement schedules required under SEC rules but not included in this Annual Report on Form 10-K are omitted because they are not applicable or the required information is contained in the consolidated financial statements or notes thereto.
Exhibits:
| Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Form · Exhibit · Filing Date · SEC File No. | ||||||
| 3.1 | Certificate of Limited Partnership of MPLX LP | S-1 | 3.1 | 7/2/2012 | 333-182500 | |
| 3.2 | Amendment to the Certificate of Limited Partnership of MPLX LP | S-1/A | 3.2 | 10/9/2012 | 333-182500 | |
| 3.3 | Sixth Amended and Restated Agreement of Limited Partnership of MPLX LP, dated as of February 1, 2021 | 8-K | 3.1 | 2/3/2021 | 001-35714 | |
| 4 | Instruments Defining the Rights of Security Holders, Including Indentures, and Description of Registrant’s Securities | |||||
| Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10 percent of the total consolidated assets of the Registrant. The Registrant hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon its request. | ||||||
| 4.1 | Indenture, dated February 12, 2015, between MPLX LP and The Bank of New York Mellon Trust Company, N.A., as Trustee | 8-K | 4.1 | 2/12/2015 | 001-35714 | |
| 4.2 | Registration Rights Agreement, dated as of May 13, 2016, by and between MPLX LP and the Purchasers party thereto | 8-K | 4.1 | 5/16/2016 | 001-35714 | |
| 4.3 | Description of Securities | X | ||||
| 10 | Material Contracts | |||||
| 10.1 | Omnibus Agreement, dated as of October 31, 2012, among Marathon Petroleum Corporation, Marathon Petroleum Company LP, MPL Investment LLC, MPLX Operations LLC, MPLX Terminal and Storage LLC, MPLX Pipe Line Holdings LP, Marathon Pipe Line LLC, Ohio River Pipe Line LLC, MPLX LP and MPLX GP LLC | 8-K | 10.2 | 11/6/2012 | 001-35714 | |
| 10.2 | Transportation Services Agreement (Catlettsburg and Robinson Crude System), dated as of October 31, 2012, between Marathon Petroleum Company LP and Marathon Pipe Line LLC | 8-K | 10.5 | 11/6/2012 | 001-35714 | |
| 10.3 | Transportation Services Agreement (Garyville Products System), dated as of October 31, 2012, between Marathon Petroleum Company LP and Marathon Pipe Line LLC | 8-K | 10.8 | 11/6/2012 | 001-35714 | |
| 10.4 | Transportation Services Agreement (Robinson Products System), dated as of October 31, 2012, between Marathon Petroleum Company LP and Marathon Pipe Line LLC | 8-K | 10.11 | 11/6/2012 | 001-35714 | |
| 10.5 | Amended and Restated Transportation Services Agreement, dated January 1, 2015, between Hardin Street Marine LLC and Marathon Petroleum Company LP | 8-K | 10.1 | 4/6/2016 | 001-35714 | |
| 10.6 | First Amendment to the Amended and Restated Transportation Services Agreement, dated March 31, 2016, between Hardin Street Marine LLC and Marathon Petroleum Company LP | 8-K | 10.2 | 4/6/2016 | 001-35714 | |
| Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Form · Exhibit · Filing Date · SEC File No. | |||||
| 10.7 | Series A Preferred Unit Purchase Agreement, dated as of April 27, 2016, by and among MPLX LP and the Purchasers party thereto | 8-K | 10.1 | 4/29/2016 | 001-35714 |
| 10.8 | First Amendment to Amended and Restated Transportation Services Agreement, effective as of April 1, 2016, by and between Marathon Petroleum Company LP and Hardin Street Marine LLC | 10-Q | 10.2 | 8/3/2016 | 001-35714 |
| 10.9 | Third Amended and Restated Terminal Services Agreement, dated March 1, 2017, between MPLX Terminals LLC and Marathon Petroleum Company LP | 8-K | 10.6 | 3/2/2017 | 001-35714 |
| 10.10+ | Storage Services Agreement, dated as of October 1, 2017, by and between Marathon Petroleum Company LP, Blanchard Refining Company LLC and Galveston Bay Refining Logistics LLC. | 8-K | 10.1 | 2/2/2018 | 001-35714 |
| 10.11+ | Storage Services Agreement, dated as of October 1, 2017, by and between Marathon Petroleum Company LP and Garyville Refining Logistics LLC. | 8-K | 10.2 | 2/2/2018 | 001-35714 |
| 10.12 | Master Amendment to Storage Services Agreements, dated as of October 1, 2017, by and between Marathon Petroleum Company LP, Blanchard Refining Company LLC, Galveston Bay Refining Logistics LLC and the other parties named therein. | 8-K | 10.3 | 2/2/2018 | 001-35714 |
| 10.13+ | Fuels Distribution Services Agreement, dated as of September 26, 2017, by and between Marathon Petroleum Company LP and MPLX Fuels Distribution LLC. | 8-K | 10.4 | 2/2/2018 | 001-35714 |
| 10.14 | First Amendment to Fuels Distribution Services Agreement, dated as of September 26, 2017, by and between Marathon Petroleum Company LP and MPLX Fuels Distribution LLC. | 8-K | 10.5 | 2/2/2018 | 001-35714 |
| 10.15 | Amended and Restated Loan Agreement dated as of July 31, 2019 by and between MPLX LP and MPC Investment LLC | 8-K | 10.2 | 8/1/2019 | 001-35714 |
| 10.16 | First Amendment dated as of January 1, 2023 to Amended and Restated Loan Agreement dated as of July 31, 2019 by and between MPLX LP and MPC Investment LLC | 10-Q | 10.1 | 5/2/2023 | 001-35714 |
| 10.17 | Second Amendment dated as of July 31, 2024 to Amended and Restated Loan Agreement dated as of July 31, 2019 by and between MPLX LP and MPC Investment LLC | 10-Q | 10.2 | 8/6/2024 | 001-35714 |
| 10.18 | Fourth Amendment to Third Amended and Restated Terminal Services Agreement, dated March 1, 2017, between MPLX Terminals LLC and Marathon Petroleum Company LP | 10-K | 10.102 | 2/28/2020 | 001-35714 |
| 10.19 | Fifth Amendment to Third Amended and Restated Terminal Services Agreement, dated March 1, 2017, between MPLX Terminals LLC and Marathon Petroleum Company LP | 10-K | 10.103 | 2/28/2020 | 001-35714 |
| Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Form · Exhibit · Filing Date · SEC File No. | |||||
| 10.20 | Sixth Amendment to Third Amended and Restated Terminal Services Agreement, dated March 1, 2017, between MPLX Terminals LLC and Marathon Petroleum Company LP | 10-Q | 10.2 | 11/6/2020 | 001-35714 |
| 10.21 | Seventh Amendment to Third Amended and Restated Terminal Services Agreement, dated March 1, 2017, between MPLX Terminals LLC and Marathon Petroleum Company LP | 10-Q | 10.3 | 8/2/2022 | 001-35714 |
| 10.22 | Terminal Services Agreement, dated as of November 1, 2020, by and among the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto. | 8-K | 10.1 | 11/5/2020 | 001-35714 |
| 10.23 | Amendment to Amended and Restated Transportation Services Agreement, executed as of September 10, 2020, by and between Marathon Petroleum Company LP and Hardin Street Marine LLC | 10-Q | 10.3 | 11/6/2020 | 001-35714 |
| 10.24 | Notice of and Consent to Assignment, effective October 1, 2020, by and among Marathon Petroleum Company LP, Marathon Petroleum Trading and Supply LLC and Marathon Pipe Line LLC | 10-Q | 10.5 | 11/6/2020 | 001-35714 |
| 10.25 | Amendment to Amended and Restated Transportation Services Agreement, executed as of February 15, 2021, by and between Marathon Petroleum Company LP and Hardin Street Marine LLC | 10-K | 10.106 | 2/26/2021 | 001-35714 |
| 10.26 | Fourth Amendment to the Terminal Services Agreement, dated as of July 31, 2021, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto | 10-Q | 10.1 | 11/2/2021 | 001-35714 |
| 10.27 | Master Amendment to Transportation Services Agreements, dated as of June 30, 2022, by and among Marathon Petroleum Company LP, Marathon Petroleum Supply and Trading LLC, Marathon Pipe Line LLC and Ohio River Pipe Line LLC | 8-K | 10.1 | 7/7/2022 | 001-35714 |
| 10.28 | Revolving Credit Agreement, dated as of July 7, 2022, by and among MPLX LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the other lenders and issuing banks that are parties thereto | 8-K | 10.1 | 7/12/2022 | 001-35714 |
| Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Form · Exhibit · Filing Date · SEC File No. | |||||
| 10.29 | First Amendment to Transportation Services Agreement (Garyville Products System), between Marathon Petroleum Company LP and Marathon Pipe Line LLC | 10-K | 10.44 | 2/23/2023 | 001-35714 |
| 10.30 | Fifth Amendment to the Terminal Services Agreement, dated as of June 1, 2023, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto | 10-Q | 10.1 | 8/1/2023 | 001-35714 |
| 10.31 | Sixth Amendment to the Terminal Services Agreement, dated as of June 30, 2023, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto | 10-Q | 10.2 | 8/1/2023 | 001-35714 |
| 10.32 | Intercompany Assignment Agreement of the Terminal Services Agreement, dated as of May 1, 2023, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto | 10-Q | 10.3 | 8/1/2023 | 001-35714 |
| 10.33 | Eighth Amendment to the Third Amended and Restated Terminal Services Agreement, dated March 1, 2017, between MPLX Terminals LLC and Marathon Petroleum Company LP | 10-Q | 10.4 | 8/1/2023 | 001-35714 |
| 10.34 | Seventh Amendment to the Terminal Services Agreement, dated as of January 31, 2024, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto | 10-Q | 10.2 | 4/30/2024 | 001-35714 |
| 10.35 | Eighth Amendment to the Terminal Services Agreement, dated as of April 16, 2024, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto | 10-Q | 10.1 | 8/6/2024 | 001-35714 |
| 10.36 | Ninth Amendment to the Terminal Services Agreement, dated as of August 1, 2024, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto | 10-Q | 10.2 | 11/5/2024 | 001-35714 |
| 10.37 | Ninth Amendment to the Third Amended and Restated Terminal Services Agreement, dated September 1, 2024, between MPLX Terminals LLC and Marathon Petroleum Company LP | 10-Q | 10.3 | 11/5/2024 | 001-35714 |
| 10.38* | MPLX LP 2012 Incentive Compensation Plan | S-1/A | 10.3 | 10/9/2012 | 333-182500 |
| 10.39* | MPLX LP 2012 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy | 10-K | 10.26 | 3/25/2013 | 001-35714 |
| 10.40* | MPLX LP 2018 Incentive Compensation Plan | 8-K | 10.1 | 3/5/2018 | 001-35714 |
| 10.41* | First Amendment to the MPLX 2018 Incentive Compensation Plan | 10-K | 10.75 | 2/28/2020 | 001-35714 |
| 10.42* | MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy | 10-K | 10.78 | 2/28/2019 | 001-35714 |
| 10.43* | MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy, as amended and restated October 1, 2024 | 10-Q | 10.4 | 11/5/2024 | 001-35714 |
| Exhibit Description · Incorporated by Reference · FiledHerewith · FurnishedHerewith | |||||||
|---|---|---|---|---|---|---|---|
| ExhibitNumber · Form · Exhibit · Filing Date · SEC File No. | |||||||
| 10.44* | MPLX GP LLC Amended and Restated Non-Management Director Compensation Policy and Director Equity Award Terms | 10-Q | 10.1 | 10/31/2023 | 001-35714 | ||
| 10.45* | Form of 2022 MPLX Phantom Unit Award Agreement | 10-Q | 10.1 | 5/3/2022 | 001-35714 | ||
| 10.46* | Form of 2023 MPLX Phantom Unit Award Agreement | 10-K | 10.45 | 2/23/2023 | 001-35714 | ||
| 10.47* | Form of 2024 MPLX Phantom Unit Award Agreement | 10-Q | 10.1 | 4/30/2024 | 001-35714 | ||
| 10.48* | MPLX LP 2018 Incentive Compensation Plan MPC Non-Employee Director Phantom Unit Award Policy, as amended and restated effective November 15, 2024 | X | |||||
| 10.49* | MPLX GP LLC Non-Management Director Compensation Policy, as amended and restated effective November 15, 2024 | X | |||||
| 10.50* | MPLX LP Senior Leader Change in Control Severance Benefits Plan, as amended and restated effective December 1, 2024 | X | |||||
| 19.1 | Trading of Securities Policy | X | |||||
| 21.1 | List of Subsidiaries | X | |||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||||
| 24.1 | Power of Attorney of Directors and Officers of MPLX GP LLC | X | |||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934 | X | |||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934 | X | |||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | X | |||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | X | |||||
| 97.1 | MPLX LP Officer Compensation Clawback Policy | 10-K | 97.1 | 2/28/2024 | 001-35714 | ||
| 101.INS | Inline XBRL Instance Document | X | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||
- Indicates management contract or compensatory plan, contract or arrangement in which one or more directors or executive officers of the Registrant may be participants.
- Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested and has been filed separately with the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.