MPLX LPMPLX
MPLX LP Fair Value Disclosure
Fair Value Measurements
Fair Values – Recurring
The following table presents the impact on the Consolidated Balance Sheets of MPLX’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 by fair value hierarchy level.
| December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Embedded derivatives in commodity contracts | |||||||||||||||||||||||
| Other current liabilities | $ | — | $ | — | $ | 6 | $ | — | $ | — | $ | 10 | |||||||||||
| Other long-term liabilities | — | — | 35 | — | — | 48 | |||||||||||||||||
| Total embedded derivatives in commodity contracts | — | — | 41 | — | — | 58 | |||||||||||||||||
| Contingent consideration / Other long-term liabilities | — | — | 236 | — | — | — | |||||||||||||||||
| Total carrying value in Consolidated Balance Sheets | $ | — | $ | — | $ | 277 | $ | — | $ | — | $ | 58 | |||||||||||
Level 3 instruments include a liability for contingent consideration related to the BANGL Acquisition earnout provision and an embedded derivative liability for a natural gas purchase commitment embedded in a keep-whole processing agreement.
The fair value calculation for the contingent consideration liability was estimated using discounted cash flows based on a Monte Carlo simulation. Future earnout payments are tied to the achievement of EBITDA growth from 2026 to 2029, which includes the significant unobservable input of forecasted throughput volumes. The earnout payment will continue to be remeasured at fair value each quarter with changes in fair value recognized in earnings until either the EBITDA targets are met or the earnout period ends, with the total payout capped at $275 million.
The fair value calculation for the embedded derivative liability for the natural gas purchase commitment used significant unobservable inputs including: (1) NGL prices interpolated and extrapolated due to inactive markets ranging from $0.60 to $1.19 per gallon with a weighted average of $0.72 per gallon and (2) a 100 percent probability of renewal for the -year renewal term of the gas purchase commitment and related keep-whole processing agreement. Increases or decreases in the fractionation spread result in an increase or decrease in the fair value of the embedded derivative liability, respectively.
Changes in Level 3 Fair Value Measurements
The following table is a reconciliation of the net beginning and ending balances recorded for net liabilities classified as Level 3 in the fair value hierarchy.
| (In millions) | 2025 | 2024 | ||||||||||||
| Beginning balance | $ | (58) | $ | (61) | ||||||||||
Contingent consideration(1) | (234) | — | ||||||||||||
Unrealized and realized gain/(loss) included in Net income(2) | 5 | (10) | ||||||||||||
| Settlements | 10 | 13 | ||||||||||||
| Ending balance | (277) | (58) | ||||||||||||
| The amount of total gain/(loss) for the period included in earnings attributable to the change in unrealized gain/(loss) relating to liabilities still held at end of period | $ | 7 | $ | (7) | ||||||||||
(1) Liability recorded in the third quarter of 2025 related to the BANGL Acquisition earnout provision.
(2) Gain/(loss) on derivatives embedded in commodity contracts are recorded in in the Consolidated Statements of Income.
Fair Values – Reported
We believe the carrying value of our other financial instruments, including cash and cash equivalents, receivables, receivables from related parties, lease receivables, lease receivables from related parties, accounts payable, and payables to related parties, approximate fair value. MPLX’s fair value assessment incorporates a variety of considerations, including the duration of the instruments, MPC’s investment-grade credit rating, historical incurrence of credit losses, and expected insignificance of future credit losses, which includes an evaluation of counterparty credit risk. The recorded value of the amounts outstanding under the bank revolving credit facility, if any, approximates fair value due to the variable interest rate that approximates current market rates. Derivative instruments are recorded at fair value, based on available market information (see Note 16).
The fair value of MPLX’s debt is estimated based on average bid prices obtained from broker quotes and is categorized in Level 3 of the fair value hierarchy. The following table summarizes the fair value and carrying value of our third-party debt, excluding finance leases and unamortized debt issuance costs:
| December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In millions) | Fair Value | Carrying Value | Fair Value | Carrying Value | |||||||||||||||||||
Outstanding debt(1) | $ | 24,887 | $ | 25,821 | $ | 19,574 | $ | 21,068 | |||||||||||||||
(1) Any amounts outstanding under the MPC Loan Agreement are not included in the table above, as the carrying value approximates fair value. This balance, if any, is reflected in Current liabilities - related parties in the Consolidated Balance Sheets.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.