MPLX (MPLX) risk factors, FY2025 10-K

Business and Operational Risks

1. 01A 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
2. 02We 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 anticipate41% rewritten
3. 03We 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 flow38% rewritten
4. 04We may not be able to retain existing customers, or acquire new customers, which would reduce our revenues and limit our future profitability39% rewritten
5. 05The 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
6. 06The U.S. inland waterway infrastructure is aging and may result in increased costs and disruptions to our operations
7. 07Our operations are subject to business interruptions and present inherent hazards and risks, which could adversely impact our results of operations and financial condition
8. 08We may be negatively impacted by inflation
9. 09We are increasingly dependent on the performance of our information technology systems and those of our third-party business partners and service providers92% rewritten
10. 10Increasing regulatory focus on and expanding laws related to data privacy issues could expose us to increased liability, subject us to lawsuits, investigations, reputational harm and increase costs and restrictions on our operations that could significantly and adversely affect our business
11. 11As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks
12. 12Our investments in joint ventures could be adversely affected by our reliance on our joint venture partners and their financial condition, and our joint venture partners may have interests or goals that are inconsistent with ours
13. 13Terrorist attacks or other targeted operational disruptions may affect our facilities or those of our customers and suppliers
14. 14Many of our assets have been in service for many years and, as a result, our maintenance or repair costs may increase in the future
15. 15Severe weather events, other climate conditions and earth movement and other geological hazards may adversely affect our and our customers’ assets and ongoing operations

Financial Risks

1. 16We may not have sufficient cash from operations after the establishment of cash reserves and payment of our expenses, including cost reimbursements to MPC and its affiliates, to enable us to pay the intended quarterly distribution to our unitholders
2. 17Our 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
3. 18Increases 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 levels29% rewritten
4. 19We are exposed to the credit risks of our key customers, and any material non-payment or non-performance by our key customers could reduce our ability to make distributions to our unitholders
5. 20We do not insure against all potential losses, and, therefore, our business, financial condition, results of operations and cash flows could be adversely affected by unexpected liabilities and increased costs
6. 21We have recorded goodwill and other intangible assets that could become further impaired and result in material non-cash charges to our results of operations20% rewritten
7. 22Large capital projects may be subject to delays, can take years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns27% rewritten

Legal and Regulatory Risks

1. 23potential liability related thereto. Such expenditures could materially and adversely affect our business, financial condition, results of operations and cash flowsNew
2. 24Increased regulation of hydraulic fracturing and other oil and gas production activities could result in reductions or delays in U.S. production of crude oil and natural gas, which could adversely affect our results of operations and financial condition
3. 25Climate 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
4. 26Energy companies are subject to increasing environmental and climate-related litigation
5. 27We 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. Such risks could adversely impact our business and our ability to continue to operate or realize certain growth strategies
6. 28Increasing attention to environmental, social and governance matters may impact our business and financial results
7. 29Our goals, targets and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and unit price
8. 30Certain of our facilities are located on Native American tribal lands and are subject to various federal and tribal approvals and regulations, which can increase our costs and delay or prevent our efforts to conduct operations
9. 31Our operations could be disrupted if we are unable to maintain or obtain real property rights required for our business
10. 32If foreign investment in us or our general partner exceeds certain levels, we could be prohibited from operating inland river vessels, which could materially and adversely affect our business, financial condition, results of operations and cash flows
11. 33Some of our natural gas, NGL, crude oil and refined product pipelines are subject to FERC’s rate-making policies that could have an adverse impact on our ability to establish rates that would allow us to recover the full cost of operating our pipelines, plus a reasonable return
12. 34We may incur significant costs and liabilities resulting from performance of pipeline integrity programs and related repairs, and the expansion of pipeline safety laws and regulations could require us to use more comprehensive and stringent safety controls and subject us to increased capital and operating costs
13. 35If we are unable to make strategic acquisitions on economically acceptable terms from MPC or third parties, our ability to implement our business strategy may be impaired
14. 36Significant 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

Risks Relating to the Business and Operations of MPC

1. 37use credits upon the expiration or termination of an agreement, our cash available for distribution will be materially and adversely affectedNew
2. 38MPC may suspend, reduce or terminate its obligations under its agreements with us in some circumstances, which could have a material adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our unitholders
3. 39MPC’s level of indebtedness, the terms of its borrowings and its credit ratings could adversely affect our ability to grow our business and our ability to make distributions to our unitholders. Our ability to obtain credit in the future may also be adversely affected by MPC’s credit rating

Tax Risks

1. 40The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this
2. 41If the IRS contests the federal income tax positions we take, the market for our common units may be adversely impacted and the cost of any IRS contest will reduce our cash available for distribution
3. 42Our unitholders will be required to pay taxes on their share of income even if they do not receive any distributions from us
4. 43Tax gain or loss on the disposition of our common units could be more or less than expected
5. 44Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them
6. 45Non-U.S. unitholders will be subject to United States taxes and withholding with respect to their income and gain from owning our units
7. 46We treat each purchaser of common units as having the same tax benefits without regard to the actual units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units
8. 47Our unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of investing in our units
9. 48We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between our general partner and our unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units
10. 49The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis65% rewritten
11. 50the 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 partnershipsNew
12. 51Unitholders may be subject to limitations on their ability to deduct interest expense we incur36% rewritten
13. 52If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced
14. 53Common Unit Ownership Risks
15. 54Under the terms of our Partnership Agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to our general partner or any of its affiliates, including its executive officers, directors and owners
16. 55Our Partnership Agreement requires that we distribute all of our available cash, which could limit our ability to grow and make acquisitions
17. 56Our Partnership Agreement replaces our general partner’s fiduciary duties to holders of our common units with contractual standards governing its duties and restricts the remedies available to unitholders for actions taken by our general partner
18. 57Unitholders have very limited voting rights and, even if they are dissatisfied, they have limited ability to remove our general partner without its consent
19. 58If unitholders are not both citizenship-eligible holders and rate-eligible holders, their common units may be subject to redemption
20. 59Cost reimbursements, which will be determined in our general partner’s sole discretion, and fees due our general partner and its affiliates for services provided will be substantial and will reduce our cash available for distribution
21. 60The control of our general partner may be transferred to a third party without unitholder consent
22. 61We may issue additional units without unitholder approval, which will dilute limited unitholder interests
23. 62MPC 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
24. 63Affiliates of our general partner, including MPC, may compete with us, and neither our general partner nor its affiliates have any obligation to present business opportunities to us
25. 64Our general partner has a limited call right that may require unitholders to sell common units at an undesirable time or price
26. 65A unitholder’s liability may not be limited if a court finds that unitholder action constitutes control of our business
27. 66Unitholders may have to repay distributions that were wrongfully distributed to them
28. 67The NYSE does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements
29. 68The Court of Chancery of the State of Delaware will be, to the extent permitted by law, the sole and exclusive forum for substantially all disputes between us and our limited partners